	Three Months Ended June 30,						Six Months Ended June 30,						Cumulative during Exploration			Three Months Ended September 30,						Nine Months Ended September 30,						Cumulative during Exploration
(U.S. dollars in thousands)	2010			2009			2010			2009			Stage			2010			2009			2010			2009			Stage

Cash flows from operating activities:
Earnings/(Loss) for the period - continuing operations	$	(4,152	)	$	3,890		$	(5,851	)	$	2,010		$	(33,155	)
Loss for the period - continuing operations																$	(1,344	)	$	(1,717	)	$	(7,195	)	$	293		$	(34,499	)

Adjustments to reconcile loss for the period to cash provided by / (used in) operations:
Depreciation and amortization		60			62			132			114			787			70			66			202			180			857
Stock-based compensation		69			115			144			240			6,702			53			422			197			662			6,755
(Gain)/loss on disposal of marketable securities - Note 7		-			(6,822	)		(213	)		(6,815	)		(7,537	)
Loss on early extinguishment of convertible notes		1,981			-			1,981			-			1,444
Gain on disposal of marketable securities																	(52	)		(14	)		(265	)		(6,829	)		(7,589	)
(Gain)/loss on early extinguishment of convertible notes																	-			(537	)		1,981			(537	)		1,444
Future income tax (benefit)/expense		7			989			27			781			(74	)		(23	)		(24	)		4			757			(97	)
Accretion of convertible notes		212			265			492			525			2,399			158			252			650			775			2,557
Accrued interest		323			322			599			641			3,018			140			308			739			948			3,158
Write-down of marketable securities		-			11			-			123			849			-			-			-			123			849
Loss on sale of mineral property					131						131			263			-			-			-			131			263
Other non-cash items		-			-			-			-			1,528			(38	)		-			(38	)		-			1,490

Change in operating assets and liabilities:
Interest paid		(1,150	)		(1,500	)		(1,150	)		(1,500	)		(6,436	)		-			(11	)		(1,150	)		(1,511	)		(6,436	)
Other current assets		(179	)		(188	)		(434	)		(146	)		(1,205	)		(64	)		123			(498	)		(23	)		(1,269	)
Accounts payable, accrued liabilities and other		168			(318	)		-			(329	)		(838	)		169			168			178			(158	)		(660	)
Net cash used in operating activities		(2,661	)		(3,043	)		(4,273	)		(4,225	)		(32,255	)		(931	)		(964	)		(5,195	)		(5,189	)		(33,177	)

Cash flows from investing activities:
Acquisition of marketable securities		(7	)		-			(7	)		-			(1,072	)		(19	)		(9	)		(26	)		(9	)		(1,091	)
Proceeds from sale of marketable securities		-			9,016			228			9,034			10,372			57			21			285			9,055			10,429
Short-term investments		-			-			250			-			-			-			-			250			-			-
Additions to mineral properties, net of cost recoveries - Note 6		(3,415	)		(728	)		(5,467	)		(1,639	)		(34,399	)
Additions to plant and equipment - Note 5		(110	)		(115	)		(180	)		(324	)		(19,298	)
Additions to mineral properties, net of cost recoveries - Note 7																	(2,739	)		(1,371	)		(8,206	)		(3,010	)		(37,138	)
Additions to plant and equipment - Note 6																	(114	)		(95	)		(294	)		(419	)		(19,412	)
Proceeds on disposal of mineral properties		-			188			-			188			188			-			-			-			188			188
Proceeds on disposal of plant and equipment		-			-			-			-			52			-			-			-			-			52
Cash transferred to Allied Nevada Gold Corp., net of receivable		-			-			-			-			(24,517	)		-			-			-			-			(24,517	)
Net cash used in investing activities		(3,532	)		8,361			(5,176	)		7,259			(68,674	)		(2,815	)		(1,454	)		(7,991	)		5,805			(71,489	)

Cash flows from financing activities:
Net proceeds from equity financings		-			-			-			-			74,787			-			20,707			-			20,707			74,787
Early extinguishment of convertible notes - Note 7		(2,233	)		-			(2,233	)		-			(3,099	)
Early extinguishment of convertible notes - Note 8																	-			(866	)		(2,242	)		(866	)		(3,108	)
Proceeds from exercise of warrants		-			-			-			-			39,020			-			-			-			-			39,020
Proceeds from exercise of stock options		-			-			-			-			3,039			8			-			8			-			3,047
Issuance of convertible notes, net of issuance costs		-			-			-			-			28,345			-			-			-			-			28,345
Prepaid transaction costs		-			-			-			-			(1,841	)		-			-			-			-			(1,841	)
Net cash provided by financing activities		(2,233	)		-			(2,233	)		-			140,251			8			19,841			(2,234	)		19,841			140,250

Increase/(decrease) in cash and cash equivalents - continuing operations		(8,426	)		5,318			(11,682	)		3,034			39,322			(3,738	)		17,423			(15,420	)		20,457			35,584
Increase/(decrease) in cash and cash equivalents - discontinued operations		-			-			-			-			(23,270	)		-			-			-			-			(23,270	)
Net increase/(decrease) in cash and cash equivalents		(8,426	)		5,318			(11,682	)		3,034			16,052			(3,738	)		17,423			(15,420	)		20,457			12,314

Cash and cash equivalents, beginning of period - continuing operations		25,152			10,982			28,408			13,266			674			16,726			16,300			28,408			13,266			674

Cash and cash equivalents, end of period	$	16,726		$	16,300		$	16,726		$	16,300		$	16,726		$	12,988		$	33,723		$	12,988		$	33,723		$	12,988

Supplemental cash flow information - Note 14

The accompanying notes are an integral part of these consolidated financial statements.

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Table of Contents

VISTA GOLD CORP. (AN EXPLORATION STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

(All amounts in tables are in thousands of US Dollars, except per share amounts and number of shares, unless noted otherwise)

1. General

The consolidated interim financial statements of Vista Gold Corp. (an Exploration Stage Enterprise) (collectively, “Vista”, the “Corporation”, “we”, “our” or “us”), as of ~~June~~September 30, 2010 have been prepared by us without audit and do not include all of the disclosures required by generally accepted accounting principles in Canada for annual financial statements. As described in Note 16, generally accepted accounting principles in Canada differ in certain material respects from generally accepted accounting principles in the United States. In the opinion of management, all of the adjustments necessary to fairly present the interim financial information set forth herein have been made. These adjustments are of a normal and recurring nature. The results of ~~oper ations~~operations for interim periods are not necessarily indicative of the operating results of a full year or of future years. These interim financial statements should be read in conjunction with the financial statements and related footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2009.

2. Nature of operations and liquidity risk ~~and recent accounting pronouncements~~

Nature of operations

We evaluate, acquire and explore gold exploration and potential development projects. As such, we are considered an Exploration Stage Enterprise. Our approach to acquisitions of gold projects has generally been to seek projects within political jurisdictions with well-established mining, land ownership and tax laws, which have adequate drilling and geological data to support the completion of a third-party review of the geological data and to complete an estimate of the gold mineralization. In addition, we look for opportunities to improve the value of our gold projects through exploration drilling, and/or reengineering the operating assumptions underlying previous engineering work.

We are continuing to move our more advanced projects through advanced and pre-feasibility studies in preparation for mine development so that production decisions can be made on those projects.

Although we have reviewed and are satisfied with the title for all mineral properties in which we have a material interest, there is no guarantee that title to such concessions will not be challenged or impugned.

Liquidity risk

Our consolidated interim financial statements have been prepared on a going concern basis and contemplate the realization of assets and the settlement of liabilities in the normal course of operations. Liquidity risk is the risk that we will be unable to meet our financial obligations as and when they fall due.

As of ~~June~~September 30, 2010, we had cash and cash equivalents of ~~$16.726 million.~~$12,988,370. The principal balance owing on our senior secured convertible notes (the “Notes”) is ~~$23.0 million ($30.0 million prior to the repurchase of $1.333 million with cash in July 2009 and $5.667 million with a combination of cash and Common Shares in May 2010) (see Note 7, below),~~$23,000,000, which is due on March 4, 2011. At present, we do not have sufficient cash and cash equivalents to meet this obligation. In connection with the issuance of the Notes (as defined in Note ~~7 to these consolidated interim financial statements)~~8), we granted a pledge over the assets and mining concessions related to the Concordia (previously Paredones Amarillos, see Note 6 below) gold project (collectively, the “Pledged Assets”). ~~We are currently examining potential al ternatives~~

On September 30, 2010, we announced our intention to undertake a private placement financing, subject to shareholder and regulatory approvals, in which we plan to raise gross proceeds of up to $30,000,000 (subsequently increased to up to $33,757,000 and completed for ~~raising~~gross proceeds of $33,733,500 on October 22, 2010, see Note 19, below) from the sale of up to 13,043,479 (subsequently increased to up to and issued 14,666,739 on October 22, 2010, see Note 19, below) special warrants of Vista (the “Special Warrants”), each priced at $2.30. The Special Warrants will automatically be exercised, for no additional ~~capital needed to meet~~consideration, for one Common Share and one Common Share purchase warrant (a “Warrant”) upon receipt of our repayment obligations under the Notes, which could include public or private debt or equity financings, or project financing if and when the Change of Forest Land Use Permit (“CUSF”) is obtained for the Paredones Amarillos gold project. We may also consider potential renegotiationshareholders’ approval of the ~~terms~~private placement (the “Shareholders’ App roval”) and the receipt of the ~~original Notes. While we have been successful in~~approval of the ~~past with raising funds through equity~~NYSE Amex. Each Warrant will be exercisable over a five-year period from the closing of the private placement, to purchase one Common Share (a “Warrant Share”) at a purchase price (“Purchase Price”) of $3.50 during the first year, $4.00 during the second year, $4.50 during the third year and ~~debt financings, and even though~~$5.00 until the expiry of the Warrant. If the closing price of the Common Shares on the NYSE Amex Equities Stock Exchange is at least 35% above the current ~~sustained high gold prices have increased investor interest in~~Purchase Price of the ~~gold market, and we currently have~~Warrants for a ~~shelf-registration effective in order to expedite the completion~~period of ~~any public equity offering, no assurances can be given that~~15 consecutive trading days, then we will have the option to request that the Warrants be ~~successful in raising sufficient funds in~~exercised. If the ~~future~~Warrants are not exercised within 15 business days (subsequently increased to ~~repay our obligations under the Notes.~~25 business days, See Note 19, below) following this request, they will be cancelled.

In the event ~~that our efforts~~we do not receive the Shareholders’ Approval and the Special Warrants are cancelled and we are also unable to generate adequate additional financing or ~~the~~ renegotiation of the terms of the Notes does not prove successful, we will not have sufficient cash or cash equivalents to repay the Notes. However, the Notes are secured only by the Pledged Assets. In the event that we cannot raise sufficient capital to repay our obligations under the Notes, the holders of the Notes are entitled to require that possession of the Pledged Assets be transferred to them (or a company appointed by them) and to seek court approval for the sale of the Pledged Assets. Any proceeds received by the holders of the Notes from the sale of the Pledged Assets would be applied to any principal and interest owing by the Corporation under the Notes, with the Corporation continuing to be obligated to repa y any remaining balance owing under the Notes on an unsecured basis. The assets of the Paredones Amarillos gold project have a total carrying value of $36.755 million as at June 30, 2010 (see Notes 5 and 6), of which $17.187 million relates to plant and equipment stored in Canada to be used at the Paredones Amarillos gold project.

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Table of Contents

VISTA GOLD CORP. (AN EXPLORATION STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

(All amounts in tables are in thousands of US Dollars, except per share amounts and number of shares, unless noted otherwise)

~~Recent accounting pronouncements~~

~~In January 2009,~~of the ~~CICA issued Handbook Section 1582, “Business Combinations” (“Section 1582”). Section 1582 requires all assets~~Pledged Assets. Any proceeds received by the holders of the Notes from the sale of the Pledged Assets would be applied to any principal and ~~liabilities of an acquired business~~interest owing by the Corporation under the Notes, with the Corporation continuing to be ~~recorded~~obligated to repay any remaining balance owing under the Notes on an unsecured basis. The assets of the Concordia gold project have a total carrying value of $38,995,688 as at ~~fair value at acquisition. Obligations for contingent considerations~~September 30, 2010 (see Notes 6 and ~~contingencies are also~~7), of which $17,187,429 relates to plant and equipment stored in Canada to be ~~recorded at fair value~~used at the acquisition date. The standard also states that acquisition–related costs will be expensed as incurred and that restructuring charges will be expensed in the periods after the acquisition date. Section 1582 applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period on or after January 1, 2011. The adoption of Section 1582 is not expected to impact our fina ncial position or results of operations.

In January 2009, the CICA issued Handbook Section 1601, “Consolidations” (“Section 1601”), and Section 1602, “Non-controlling Interests” (“Section 1602”). Section 1601 establishes standards for the preparation of consolidated financial statements. Section 1602 establishes standards for accounting for a non-controlling interest in a subsidiary in consolidated financial statements subsequent to a business combination. These standards apply to interim and annual consolidated financial statements relating to fiscal years beginning on or after January 1, 2011. The adoption of Section 1601 is not expected to impact our financial position or results of operations.Concordia gold project.

3. United States Generally Accepted Accounting Principles (“U.S. GAAP”)

We have, since inception, reported to security regulators in both Canada and the United States, financial statements prepared in accordance with Canadian GAAP with reconciliation to U.S. GAAP. In 2006, the Canadian Accounting Standards Boards (“AcSB”) published a new strategic plan that outlines the convergence of Canadian GAAP with International Financial Reporting Standards (“IFRS”) over an expected five year transitional period. In February 2008, the AcSB announced that 2011 is the changeover date for publicly-listed companies to use IFRS, replacing Canadian GAAP. However, due to a change in the United States Securities and Exchange Commission’s (“SEC”) position in late 2009, and because we are considered to be a domestic filer under SEC rules for reporting purpose s, we will be unable to adopt IFRS and instead will be required to report under U.S. GAAP beginning with fiscal year 2011, with our financial statements and selected financial data recast into U.S. GAAP for all periods presented in the financial statements.

4. Amayapampa disposal consideration

On April 7, 2008, we entered into an agreement to dispose of our wholly-owned subsidiary Vista Gold (Antigua) Corp. (“Vista Gold Antigua”) to Republic Gold Limited (“Republic”). Vista Gold Antigua indirectly held our interest in the Amayapampa gold project in Bolivia. Under the terms of the transaction, Republic agreed to pay to us, ~~$3.0 million~~$3,000,000 in three payments of ~~$1.0 million.~~$1,000,000. The first of these payments will be due and payable upon the start of Commercial Production (as defined in the purchase and sale agreement) at the Amayapampa gold project followed by ~~$1.0 million~~$1,000,000 payments on each of the first and second anniversaries of the start of Commercial Production. In addition, Republic agreed to pay to us a net smelter return royalty (“NSR”) on the gold produced by or on behalf of ~~Rep ublic~~Republic from the Amayapampa gold project in varying percentages depending on the price of gold per ounce. When gold is between $500.01 and $650.00 per ounce, a 2% NSR is payable; when the price of gold is between $650.01 and $750.00 per ounce, a 3% NSR is payable; and when the price of gold is $750.01 per ounce and above, an NSR of 3.5% is payable. The NSR is capped at 720,000 gold equivalent ounces and no NSR payments are due to us if the gold price is below $500 per ounce. The fair value of the consideration received on the disposal of the Amayapampa gold project has been estimated at ~~$4.813 million~~$4,813,371 using probability weighted cash flow scenarios and assumptions including future gold prices, estimated gold production and the timing of commencement of Commercial Production. These inputs in the “income approach” valuation model used by us are considered to be level three unobservable inputs as defined by CICA 3862 “Financial Instruments – Disclosures”. These are our own assumptions based on management’s best estimates and the best information available at the time.

~~4. Marketable securities~~

At June 30, 2010 At December 31, 2009
Cost Unrealized gain/(loss) Fair value Cost Unrealized gain/(loss) Fair value

Esperanza Silver Corp. 10 101 111 10 101 111
Black Isle Resources 12 (1 ) 11 12 16 28
Nevgold Resources Corp. 87 154 241 87 69 156
Other 358 204 562 365 490 855
$ 467 $ 458 $ 925 $ 474 $ 676 $ 1,150

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VISTA GOLD CORP. (AN EXPLORATION STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

(All amounts in tables are in thousands of US Dollars, except per share amounts and number of shares, unless noted otherwise)

5. Marketable securities

	At September 30, 2010						At December 31, 2009
	Cost		Unrealized gain/(loss)		Fair value		Cost		Unrealized gain/(loss)		Fair value

Esperanza Silver Corp.		10		162		172		10		101		111
Black Isle Resources		50		3		53		12		16		28
Nevgold Resources Corp.		87		163		250		87		69		156
Other		371		317		688		365		490		855
	$	518	$	645	$	1,163	$	474	$	676	$	1,150

6. Mineral properties

	2009		2010														2009		2010
	December 31, net balance		Acquisition costs		Option payments		Exploration & land costs		Capitalized interest		Capitalized stock based compensation		Year to date activity		June 30, ending balance		December 31, net balance		Acquisition costs		Option payments		Exploration & land costs		Capitalized interest		Capitalized stock based compensation		Year to date activity		September 30, ending balance

Long Valley, United States		978		-		-		1		-		-		1		979		978		-		-		15		-		-		15		993
Yellow Pine, United States		984		-		-		125		-		-		125		1,109		984		-		-		197		-		-		197		1,181
Paredones Amarillos, Mexico		14,650		-		-		1,805		2,109		61		3,975		18,625
Concordia, Mexico																		14,650		-		-		3,100		3,049		73		6,222		20,872
Guadalupe de los Reyes, Mexico		3,275		-		-		-		-		-		-		3,275	��	3,275		-		-		2		-		-		2		3,277
Awak Mas, Indonesia		3,975		-		-		2		-		-		2		3,977		3,975		-		-		6		-		-		6		3,981
Mt. Todd, Australia		14,616		-		-		3,649		-		24		3,673		18,289		14,616		-		-		5,122		-		37		5,159		19,775
Other		218		-		50		-		-		-		50		268		218		-		50		17		-		-		67		285
	$	38,696	$	-	$	50	$	5,582	$	2,109	$	85	$	7,826	$	46,522	$	38,696	$	-	$	50	$	8,459	$	3,049	$	110	$	11,668	$	50,364

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Table of Contents

VISTA GOLD CORP. (AN EXPLORATION STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

(All amounts in tables are in thousands of US Dollars, except per share amounts and number of shares, unless noted otherwise)

~~A reconciliation of the carrying value of the long-term liability portion of the Notes is as follows:~~

Principal amount of the Notes	$	30,000
Issuance costs allocated to long-term liabilities		(1,531	)
Conversion feature allocated to equity before issuance costs		(6,755	)
Carrying value of the Notes upon issuance		21,714
Repurchase of $1,333,000 of convertible notes		(1,103	)
Repurchase of $5,667,000 of convertible notes		(5,156	)
Accretion expense		6,379
Carrying value of the Notes at September 30, 2010	$	21,834

Principal amount of the Notes $ 30,000
Issuance costs allocated to long-term liabilities (1,531 )
Conversion feature allocated to equity before issuance costs (6,755 )
Carrying value of the Notes upon issuance 21,714
Repurchase of $1.3 million of convertible notes (1,103 )
Repurchase of $5.7 million of convertible notes (5,156 )
Accretion expense 5,721
Carrying value of the Notes at June 30, 2010 $ 21,176

8.9. Capital stock

Number of shares issued Capital stock
As of December 31, 2009 44,679,024 $ 245,964

   Early extinguishment of convertible notes 1,581,488 5,491
   Interest payment on extinguished convertible notes 321,196 604

   Issued during the six months ended June 30, 2010 1,902,684 6,095

As of June 30, 2010 46,581,708 $ 252,059

	Number of shares issued		Capital stock
As of December 31, 2009		44,679,024	$	245,964

Exercise of employee stock options - cash		5,000		8
Exercise of employee stock options - fair value - Note 10		-		5
Early extinguishment of convertible notes - Note 8		1,581,488		5,491
Interest payment on extinguished convertible notes - Note 8		321,196		604

Issued during the nine months ended September 30, 2010		1,907,684		6,108

As of September 30, 2010		46,586,708	$	252,072

On May 20, 2010, we issued an aggregate of 1,902,684 Common Shares as partial consideration for the repurchase of Notes, including interest payable through to the Maturity Date (see Note 7)8).

~~9. Options to purchase Common Shares~~10. Stock-based compensation

A summary of the fair value of all awards issued under Vista’s stock compensation plans included within Shareholders’ Equity is as follows:

	September 30,		December 31,
	2010		2009

Stock options		4,382		4,818
Restricted stock units		21		-
	$	4,403	$	4,818

Stock Option Plan

Under our Stock Option Plan (the “Plan”), we may grant options to our directors, officers, employees and consultants orof our subsidiaries. The maximum number of our Common Shares that may be reserved for issuance under the Plan, together with those reserved for issuance under the LTIP (as discussed below), is a variable number equal to 10% of the issued and outstanding Common Shares on a non-diluted basis. Under the Plan, the exercise price of each option shall not be less than the market price of our Common Shares on the date preceding the date of grant, and an option’s maximum term is 10 years or such other shorter term as stipulated in a stock option agreement between us and the optionee. Options under the Plan are granted from time to time at the discretion of the Board of Directors , with vesting periods and other terms as determined by the Board.

The fair value of stock options granted to employees and directors was estimated at the grant date using the Hull-White trinomial lattice option pricing model, using the following weighted average assumptions:

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VISTA GOLD CORP. (AN EXPLORATION STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

(All amounts in tables are in thousands of US Dollars, except per share amounts and number of shares, unless noted otherwise)

	~~June~~September 2010			~~June~~September 2009

Expected volatility		~~81.86~~	%N/A		~~N/A~~	77.69 - 78.80	%
Risk-free interest rate		~~2.16~~	%N/A		~~N/A~~	2.45 - 2.58	%
Expected lives (years)		5N/A			~~N/A~~5
Dividend yield		N/A			N/A

Option pricing models require the input of highly subjective assumptions including the expected price volatility. Expected price volatility is based on the historical volatility of our Common Shares. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore, the existing models do not necessarily provide a reliable measure of the fair value of our stock options. The expected term of the options granted is derived from the output of the option pricing model and represents the period of time that the options granted are expected to be outstanding. The risk-free rate for the periods within the contractual term of the option is based on the U.S. Treasury yield curve in effect at the date of grant.

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~~Table of Contents~~

~~VISTA GOLD CORP. (AN EXPLORATION STAGE ENTERPRISE)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED~~

~~(All amounts in tables are in thousands of US Dollars, except per share amounts and number of shares, unless noted otherwise)~~

A summary of option activity under the Stock Option Plan as of ~~June~~September 30, 2010, and changes during the ~~six-month~~nine-month period then ended is set forth in the following table:

	Number of Shares			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value		Number of Shares			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding - December 31, 2009		2,788,145		$	3.75		3.43	$	534		2,788,145		$	3.75		3.43	$	534

Outstanding - March 31, 2010		2,788,145		$	3.75		3.19	$	170		2,788,145		$	3.75		3.19	$	170

Granted		60,000		$	2.24						60,000		$	2.24
Expired		(9,484	)		2.15						(9,484	)		2.15

Outstanding - June 30, 2010		2,838,661		$	3.73		2.99	$	-		2,838,661		$	3.75		2.99	$	-

Exercisable - June 30, 2010		2,403,661		$	4.07		2.77	$	-
Exercised											(5,000	)	$	1.77
Cancelled											(325,000	)		5.07

Outstanding - September 30, 2010											2,508,661		$	3.56		2.82	$	642

Exercisable - September 30, 2010											2,478,661		$	3.57		2.79	$	633

A summary of the fair-value changes included in stock options within Shareholders’ Equity as of ~~June~~September 30, 2010 is set forth in the following table:

Fair Value
As of December 31, 2009 $ 4,818

Expensed 75
Capitalized as mineral properties 22

As of March 31, 2010 $ 4,915

Expensed 69
Capitalized as mineral properties 63
Expired (20 )

As of June 30, 2010 $ 5,027

The total number of stock options outstanding at the end of the quarter is 2,838,661 with exercise prices ranging from approximately $1.77 to $7.45 and remaining lives ranging from 0.35 to 4.87 years. The total number of options outstanding represents 6.1% of our issued and outstanding capital.

~~A summary of the status of our unvested stock options as of June 30, 2010, is set forth below:~~

Number of Shares Weighted-Average Grant Date Fair Value
Unvested - December 31, 2009 430,000 $ 0.92

Vested (25,000 ) 1.06

Unvested - March 31, 2010 405,000 $ 0.91

Granted 30,000 1.17

Unvested - June 30, 2010 435,000 $ 0.93

As of June 30, 2010, there was $80,065 of unrecognized compensation expense related to the unvested portion of options outstanding. This expense is expected to be recognized over a weighted-average period of 0.42 years.

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VISTA GOLD CORP. (AN EXPLORATION STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

(All amounts in tables are in thousands of US Dollars, except per share amounts and number of shares, unless noted otherwise)

~~10. Contributed surplus~~

	Fair Value
As of December 31, 2009	$	4,818

Expensed		75
Capitalized as mineral properties		22

As of March 31, 2010	$	4,915

Expensed		69
Capitalized as mineral properties		63
Expired		(20	)

As of June 30, 2010	$	5,027

Expensed		40
Exercised		(5	)
Cancelled		(699	)
Capitalized as mineral properties		19

As of September 30, 2010	$	4,382

June 30, December 31,
2010 2009
Balance, beginning of year $ 1,848 $ 1,387

Early extinguishment of convertible notes—Note 7 $ 766 $ -
Cancelled options - 14
Expired options—Note 9 20 447

Balance, end of period $ 2,634 $ 1,848

The total number of stock options outstanding at the end of the quarter is 2,508,661 with exercise prices ranging from approximately $1.77 to $7.45 and remaining lives ranging from 0.43 to 4.62 years. The total number of options outstanding represents 5.4% of our issued and outstanding capital.

A summary of the status of our unvested stock options as of September 30, 2010, is set forth below:

	Number of Shares			Weighted-Average Grant Date Fair Value
Unvested - December 31, 2009		430,000		$	0.92

Vested		(25,000	)		1.09

Unvested - March 31, 2010		405,000		$	0.91

Granted		30,000			1.17

Unvested - June 30, 2010		435,000		$	0.93

Vested		(405,000	)		0.91

Unvested - September 30, 2010		30,000		$	1.17

As of September 30, 2010, there was $21,560 of unrecognized compensation expense related to the unvested portion of options outstanding. This expense is expected to be recognized over a weighted-average period of 0.62 years

Long-term equity incentive plan

In May 2010, our shareholders approved the Long Term Equity Incentive Plan (the “LTIP”), effective March 8, 2010 (“Effective Date”). Under the LTIP we may grant Restricted Stock Units (“RSU awards”) or Restricted Stock Awards (“RSA awards”) to the directors, officers, employees and consultants of Vista and our subsidiaries. The maximum number of our Common Shares that may be reserved for issuance under the LTIP, together with those reserved for issuance under the Plan (as discussed above), is a variable number equal to 10% of the issued and outstanding Common Shares on a non-diluted basis. The total number of Common Shares issuable to our insiders at any time and issued to our insiders within any one year period under the LTIP, together with any stock opti ons issued under the Plan, shall not exceed 10% of the issued and outstanding Common Shares on a non-diluted basis. The total number of Common Shares issuable to a director under the LTIP shall not exceed the lesser of: (i) 1% of the issued and outstanding Common Shares; and (ii) an annual award value of $100,000 per director.

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VISTA GOLD CORP. (AN EXPLORATION STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

(All amounts in tables are in thousands of US Dollars, except per share amounts and number of shares, unless noted otherwise)

The LTIP is administered by the Board of Directors, which can delegate the administration to the Compensation Committee or to

such other officers and employees of Vista as designated by the Board of Directors. The Board of Directors will determine the persons to whom awards are made, set the size, type, terms and conditions of the awards, fix the prices (if any) to be paid for the award, interpret the LTIP, adopt, amend and rescind and take all other actions it believes are necessary or advisable for the implementation and administration of the LTIP.

Restricted stock units

The estimated fair value of each of our RSU awards was determined on the date of grant based on the closing market price of our Common Shares on the date of grant.

The following table summarizes the RSU awards during the nine-month period ended September 30, 2010:

	Number of Units		Weighted-Average Grant Date Fair Value
Unvested - December 31, 2009		-	$	-

Granted		177,500		2.37

Unvested - September 30, 2010		177,500	$	2.37

On September 13, 2010, we granted 177,500 RSU awards to employees, directors and consultants of Vista. The market price on the date of grant was $2.37. All of the RSU awards granted vest on the one-year anniversary of the grant date and upon vesting, a holder of an RSU award will receive one Common Share, for no additional consideration, for each RSU award held.

A summary of the amortization of the fair-value included in stock compensation within Shareholders’ Equity as of September 30, 2010 is set forth in the following table:

	Fair Value
As of December 31, 2009	$	-

Expensed		13
Capitalized as mineral properties		8

As of September 30, 2010	$	21

As of September 30, 2010, there was $399,929 of unrecognized compensation expense related to the unvested RSU awards outstanding. This expense is expected to be recognized over a weighted-average period of 0.95 years

11. Contributed surplus

	September 30,		December 31,
	2010		2009
Balance, beginning of year	$	1,848	$	1,387

Early extinguishment of convertible notes	$	766	$	-
Cancelled options		699		14
Expired options—Note 9		20		447

Balance, end of period	$	3,333	$	1,848

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VISTA GOLD CORP. (AN EXPLORATION STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

(All amounts in tables are in thousands of US Dollars, except per share amounts and number of shares, unless noted otherwise)

On May 20, 2010, we completed the Agreement to repurchase Notes in the principal amount of $5,667,000 and interest payable through maturity of $690,572 (see Note 7)8). Upon completion of the Agreement, the carrying value of the equity portion of the extinguished Notes exceeded the fair value of the equity portion by ~~$766,000~~$766,380 resulting in an increase to our contributed surplus account.

~~11.~~12. Accumulated other comprehensive income

A reconciliation of the amounts contained in accumulated other comprehensive income is as follows:

	Accumulated other comprehensive income, before tax			Accumulated other comprehensive income, net of tax			Accumulated other comprehensive income, before tax			Accumulated other comprehensive income, net of tax
As of December 31, 2009	$	676		$	575		$	676		$	575

Increases to fair market value during period		51			45			51			45
Decreases due to realization of gain		(213	)		(187	)		(213	)		(187	)

As of March 31, 2010	$	514		$	433		$	514		$	433

Decreases to fair market value during period		(56	)		(49	)		(56	)		(49	)

As of June 30, 2010	$	458		$	384		$	458		$	384

Increases to fair market value during period								239			210
Decreases due to realization of gain								(52	)		(46	)

As of September 30, 2010							$	645		$	548

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~~Table of Contents~~

Interest expense

Interest expense ~~of $535 during~~was $298 for the three-month period ended ~~June~~September 30, 2010 and ~~$1,091 during~~$1,389 for the ~~six-month~~nine-month period ended ~~June~~September 30, 2010, ~~was slightly less than $584~~as compared with $560 and ~~$1,163~~$1,723 for the same periods in 2009. ~~This slight decrease is~~The decreases of $262 and $334 for the respective prior periods are attributable to ~~the repurchase of $1,333 of the Notes in July 2009 and~~ the repurchase of $5,667 of the Notes in May 2010. For the three-month period ended ~~June~~September 30, 2010, ~~$212~~$158 is attributable to the accretion of the debt discount and ~~$323~~$140 is attributable to interest expense. For the ~~six-month~~nine-month period ended ~~June~~September 30, 2010, ~~$492~~$650 is attributable to the accretion of the debt discount and ~~$599~~$739 is attributable to interest expense. These amounts are approximately 24% of the full interest expense associated with the issuance of the Notes. We capitalized the remaining 76% as ~~additi ons~~addit ions to mineral properties in accordance with ASC 835-20 Capitalization of Interest and our accounting policy.

Other income and expense

Gain on disposal of marketable securities

~~There were no gains or losses~~For the three-month period ended September 30, 2010, we realized a gain of $52 on the disposal of marketable securities, ~~for the three-month period ended June 30, 2010,~~ compared with a gain of ~~$6,822~~$14 for the same period in 2009. The gain for the three-month ~~period in 2009 resulted from the sale of securities that had a book value of $2,194.~~

For the six-month period ended June 30, 2010, we realized a gain of $213 on the disposal of marketable securities, compared with a gain of $6,815 for the same period in 2009. The gain for the six-month period in 2010 resulted from the sale of securities that had a book value of ~~$15~~$6 and the gain for the same period in 2009 resulted from the sale of securities that had a book value of ~~$2,218.~~$6.

For ~~both~~ the ~~three-~~nine-month period ended September 30, 2010, we realized a gain of $265 on the disposal of marketable securities, compared with a gain of $6,829 for the same period in 2009. The gain for the nine-month period in 2010 resulted from the sale of securities that had a book value of $21 and ~~six-month periods~~the gain for the same period in 2009 resulted from the sale of securities that had a book value of $2,224.

For the nine-month period ended ~~June~~September 30, 2010, the ~~decreases~~decrease in ~~gains were~~the gain was mostly the result of our sale on April 3, 2009, of all of our 1,529,848 common shares of Allied for $9,016. These shares had a book value of $2,194.

At ~~June~~September 30, 2010, we held marketable securities available for sale with a quoted market value of ~~$925.~~$1,163. We purchased the securities for investing purposes with the intent to hold the securities until such time as it would be advantageous to sell the securities at a gain. Although there can be no reasonable assurance that a gain will be realized from the sale of the securities, we monitor the market status of the securities consistently in order to mitigate the risk of loss on the investment.

~~Loss~~Gain/(loss) on early extinguishment of convertible notes

On July 14, 2009, we entered into Note Repurchase Agreements (the “Whitebox Repurchase Agreements”) with Whitebox Combined Partners, LP (“Whitebox Combined Partners”), Whitebox Convertible Arbitrage Partners, LP (“Whitebox Convertible Arbitrage”) and Whitebox Special Opportunities Fund Series B Partners, LP (“Whitebox Special Opportunities”) whereby we agreed to repurchase their respective Notes.

Pursuant to the Whitebox Repurchase Agreements, we agreed to repurchase Notes (i) in the principal amount of $504 from Whitebox Combined Partners for an aggregate purchase price, including interest, of $332; (ii) in the principal amount of $510 from Whitebox Convertible Arbitrage for an aggregate purchase price, including interest, of $336; and (iii) in the principal amount of $319 from Whitebox Special Opportunities for an aggregate purchase price, including interest, of $210, based on a settlement date of July 14, 2009. We allocated the consideration paid on the repurchase of the convertible notes to the liability and equity elements of the security based on their relative fair values at the date of the transaction. A gain of $537 was recorded in our Consolidated Statement of Earnings and (Loss) as a re sult of the convertible notes repurchase.

On May 20, 2010, we entered into a Notes Repurchase Agreement (the “Agreement”) with Whitebox Advisors LLC (“Whitebox”) whereby we agreed to repurchase their remaining Notes.

Pursuant to the Agreement, we agreed to repurchase Notes in the principal amount of $5,667 and interest payable through

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maturity on the Notes of $691. We agreed to pay Whitebox $2,233 in cash and to issue ~~to them~~ 1,902,684 in Common Shares ~~in our capital~~to Whitebox as consideration for the principal amount of the Notes and interest payable of $6,358, in aggregate. The Common Shares issued were based on a share price of $2.15. We allocated the consideration paid on the repurchase of the Notes to the liability and equity elements of the security based on their relative fair values at the date of the transaction as is required under EIC 96, “Accounting for the Early Extinguishment of Convertible Securities Through (1) Early Redemption or Repurchase and (2) Induced Early Conversion”. A loss of ~~$ 1,981~~$1,981 was recorded in our Consolidated Statement of Earnings and (Loss) as a result of the Notes repurchase. ~~There were no similar transactions during the 2009 period.~~

The Agreement ~~was~~and the Whitebox Repurchase Agreements were initiated by Whitebox and ~~was~~were not the result of any solicitation by or on our behalf. We have not initiated any broader ~~efforts~~effort to repurchase or restructure any of our remaining Notes and did not act upon the basis of material non-public information in determining ~~whether~~ to enter into the ~~Agreement.~~any of the agreements above.

Interest income

Interest income increased to ~~$35~~$17 for the three-month period ended ~~June~~September 30, 2010 and ~~$89~~$106 for the ~~six-month~~nine-month period ended ~~June~~September 30, 2010 as compared with ~~$21~~$16 and ~~$49~~$65 for the same periods in 2009. The slight increases of ~~$14~~$1 and ~~$40~~$41 from the respective prior periods are due to increased cash balances for the 2010 periods as compared with the same periods in 2009.

Future income tax (benefit)/expense

During the three-month period ended ~~June~~September 30, 2010, the future income tax benefit was $23 compared with $24 for the same period in 2009. During the nine-month period ended September 30, 2010, the future income tax expense was $7$4 compared with ~~$989 for the same period in 2009. During the six-month period ended June 30, 2010, the future income tax expense was $27 compared with $781~~$757 for the same period in 2009. For ~~both~~ the ~~three- and six-month periods~~nine-month period ended ~~June~~September 30, 2010, the ~~decreases~~decrease of ~~$982 and $754~~$753 in the future income tax expense from the ~~respective~~ prior ~~periods~~period is mostly the result of the sale by Vista of its 1,529,848 shares in Allied on April 3, 2009. In previous periods, a future income tax benefit was recorded in respect of previously unrecognized tax loss carry forwards as these losses were expected to cover any taxable gains that would arise as a result of the increase in value of the marketable securities. When these securities w ere disposed of, the unrealized gains were transferred from other comprehensive income/(loss) to net earnings. Since no taxable gain arose on this disposal, an income tax expense was recorded in the current period to reverse the benefit recorded in prior periods. The net impact is such that no tax was payable on this disposal and, accordingly, the cumulative tax loss recorded in the Consolidated Statement of Loss reflects the tax loss associated with Vista’s remaining marketable securities.

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Financial Position, Liquidity and Capital Resources

Cash used in operations

Net cash used in operating activities was ~~$2,661~~$931 for the three-month period ended ~~June~~September 30, 2010, compared to ~~$3,043~~$964 for the same period in 2009. The decrease of ~~$382~~$33 is mostly the result of a decrease in interest paid of ~~$350~~$11 for the three-month period ended September 30, 2010. This decrease is attributable to the payment of interest associated with the repurchase of $1,333 of the Notes in July 2009.

Net cash used in operating activities was $5,195 for the nine-month period ended September 30, 2010, compared to $5,189 for the same period in 2009. The increase of $6 is mostly the result of the decrease of $361 in the amount of interest paid on the Notes. We repurchased $1,333 of the Notes in July 2009 and $5,667 of the Notes in May 2010, therefore the outstanding principal balance upon which we pay interest on was less during the 2010 period as compared with the 2009 period.

~~Net cash used in operating activities was $4,273 for the six-month period ended June 30, 2010, compared to $4,225 for the same period in 2008. The slight increase of $48 is mostly the result of the~~ This decrease ~~in interest paid of $350, as noted above, and~~ has been ~~partially~~ offset by an increase in cash used for accounts payable, accrued liabilities and other ~~current assets~~ of ~~$288.~~$336.

Investing activities

Net cash used in investing activities was ~~$3,532~~$2,815 for the three-month period ended ~~June~~September 30, 2010, as compared to ~~net cash provided by investing activities of $8,361~~$1,454 for the same period in 2009. The increase in cash used by investing activities of ~~$11,893~~$1,361 is primarily due to an increase in cash used for additions to mineral properties of $1,368. During the ~~following:~~2010 period we undertook a drilling program at the Mt. Todd gold mine. There were no similar programs during the 2009 period.

Net cash used in investing activities was $7,991 for the nine-month period ended September 30, 2010, as compared to net cash provided by investing activities of $5,805 for the same period in 2009. The increase in cash used in investing activities of $13,796 is mostly the result of the following items:

●

Aa decrease in the proceeds from the sale of marketable securities of ~~$9,016.~~$8,770. On April 3, 2009, we sold all 1,529,848 common shares of Allied Nevada that we held for $9,016;

●

Anan increase in cash used for additions to mineral properties of ~~$2,687.~~$5,196. During the 2010 period we undertook a drilling program at the Mt. Todd gold mine. There were no similar programs during the 2009 period; and

●

Aa decrease in the proceeds received upon the disposal of mineral property. In June 2009, we sold most of the remaining patented mining claims in Colorado for $188. There were no similar transactions during the 2010 period.

Net cash used in investing activities was $5,176 for the six-month period ended June 30, 2010, as compared to net cash provided by investing activities of $7,259 for the same period in 2009. The increase in cash used in investing activities of $12,435 is mostly the result of the same items that increased cash used for the three-month period including: a decrease in the proceeds from the sale of marketable securities of $8,806, an increase in cash used for additions to mineral properties of $3,828 and a decrease in the proceeds received upon the disposal of mineral properties of $188. Offsetting these increases ~~were an increase in cash provided for short-term investments of $250 and~~was a decrease in cash used in the additions to plant and equipment of ~~$144.~~$125.

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Financing activities

Net cash ~~used in~~provided by financing activities was ~~$2,233~~$8 for the three-month period ended September 30, 2010 and net cash used by financing activities was $2,234 for the nine-month period ended September 30, 2010, compared with net cash provided by financing activities of $19,841 for both the three- and ~~six-month periods ended June 30, 2010. There was no cash provided by or used in financing activities for the same~~nine-month periods during 2009. The cash used in financing activities for ~~both~~ the ~~three- and six-month periods~~nine-month period ended ~~June~~September 30, 2010 was the result of the cash consideration of $2,242 paid for the repurchase of $5,667 of Notes on May 20, 2010. For both the three- and nine-month periods ended September 30, 2010, stock option exercises produced cash proceeds of $8.

The cash provided by financing activities for both the three- and nine-month periods in 2009 was mostly the result of the completion of a public offering on September 21, 2009 and the completion of the over-allotment on September 25, 2009 in which we offered and sold an aggregate 10,120,000 Common Shares. Proceeds to Vista after commission and other fees were $20,707. Vista also repurchased $1,333 of Notes on July 14, 2009 for cash consideration of $866.

Liquidity and Capital Resources

At ~~June~~September 30, 2010, our total assets were ~~$88,725~~$89,177 compared to $92,573 at December 31, 2009, representing a decrease of ~~$3,848.~~$3,396. At ~~June~~September 30, 2010, we had negative working capital of ~~$3,652~~$8,632 as compared with positive working capital of $29,391 at December 31, 2009, representing a decrease of ~~$33,043.~~$38,023. This decrease relates primarily to a reclassification of the Notes to a short-term debt obligation of ~~$21,176~~$21,834 as of ~~June~~September 30, 2010 as compared to a long-term debt obligation of $24,939 as of December 31, 2009. The Notes come due on March 4, 2011. Also contributing to the decrease is a decrease in cash balances of ~~$11,682 from December 31, 2009 as well as a decrease in our marketable securities of $225 from December 31, 2009.~~$15,420.

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The principal components of working capital at ~~June~~September 30, 2010 are cash and cash equivalents of ~~$16,726~~$12,988 and the Notes of ~~$21,176.~~$21,834. The principal component of working capital at December 31, 2009 was cash and cash equivalents of $28,408. Other components include marketable securities ~~(June~~(September 30, 2010 - ~~$925;~~$1,163; December 31, 2009 - $1,150) and other liquid assets ~~(June~~(September 30, 2010 - ~~$943;~~$1,007; December 31, 2009 - $759).

As a result of the delay in ~~the issuance of~~obtaining the Change of Forest Land Use Permit (“CUSF”) at the ~~Paredones Amarillos~~Concordia gold project and the current uncertainty in the resource and financial markets, management has adopted a revised plan and budget for the year 2010. The plan continues those programs necessary to expedite the development of the ~~Paredones Amarillos~~Concordia gold project and to advance the Mt. Todd Pre-Feasibility Study ("PFS"), while minimizing expenditures in other areas. The budget estimates that, in the event that financing for the ~~Paredones Amarillos~~Concordia gold project is not available on acceptable terms in 2010, we would have sufficient working capital to fund our planned operations at least through the end of 2010, without additional financing. We will continue to examine potential funding alternatives for the ~~pro ject,~~project, which may include project ~~financing,~~fina ncing, debt financing or equity ~~financing.~~financing (see below for details regarding our recently completed private placement).

On March 4, 2011, the $23,000 principal balance of the Notes will come due. Presently, we do not have sufficient capital to meet this obligation. On September 30, 2010, we announced our intention to undertake a private placement financing, subject to shareholder and regulatory approvals, in which we plan to raise gross proceeds of up to $30,000 (subsequently increased to up to $33,757 and completed for gross proceeds of $33,733 on October 22, 2010, see Subsequent Events, below) from the sale of up to 13,043,479 (subsequently increased to up to 14,676,740 and issued on October 22, 2010) special warrants of Vista (the “Special Warrants”), each priced at $2.30. The Special Warrants will automatically be exercised, for no additional consideration, for one Common Share and one Common Share purch ase warrant (a “Warrant”) upon receipt of our shareholders’ approval of the private placement (the “Shareholders’ Approval”) and receipt of the approval of the NYSE Amex Equities Exchange. Each Warrant will be exercisable over a five-year period from the closing of the private placement, to purchase one Common Share (a “Warrant Share”) at a purchase price (“Purchase Price”) of $3.50 during the first year, $4.00 during the second year, $4.50 during the third year and $5.00 until the expiry of the Warrant. If the closing price of the Common Shares on the NYSE Amex Equities Stock Exchange is at least 35% above the current Purchase Price of the Warrants for a period of 15 consecutive trading days, then we will have the option to request that the Warrants be exercised. If the Warrants are not exercised within 15 business days (subsequently increased to 25 business days, see Subsequent Events, below) following this request, they will be cancelled.

We have agreed to use our commercially best efforts to have a registration statement, with respect to the resale of the Common Shares, Warrants and Warrant Shares issuable under the private placement, declared effective by the U.S. Securities and Exchange Commission within four months of the receipt of the Shareholders’ Approval.

We have agreed to pay fees in respect of subscriptions from investors introduced to us by a finder in the United States and an agent and finder in Canada. The fees will be payable in that number of Special Warrants equal to 5% of the number of Special Warrants purchased by investors introduced by that finder or agent. In addition, the finders and the agents will be issued the number of compensation warrants equal to 5% of the Special Warrants sold to purchasers introduced by that finder or agent pursuant to the private placement with each compensation warrant being exercisable for two years from the closing of the private placement, to acquire one Common Share at a price of $2.30 per Common Share.

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We anticipate requesting the Shareholders’ Approval at a Special Shareholders’ Meeting on December 15, 2010. The exercise of the Special Warrants and the issuance of the Common Shares and Warrants are ~~currently examining potential alternatives for raising~~subject to the ~~additional capital needed, which could include public offerings,~~approval of the Toronto Stock Exchange, the NYSE Amex Equities Exchange and other ~~equity financings, or project financing if~~regulatory approvals.

If the Shareholders’ Approval and ~~when~~other required approvals are obtained by December 15, 2010, the ~~CUSF is obtained~~net proceeds will be used for the ~~Paredones Amarillos gold project. We may also consider potential renegotiation~~following purposes: (i) to repurchase the $23,000 principal amount of outstanding 10% senior secured convertible notes due March 4, 2011, (ii) the advancement of the ~~terms of the original Notes. While we have been successful in the past with raising funds through equity~~Mt. Todd project, and debt financings, and although the current sustained high gold prices have increased investor interest in the gold market and, in addition, we have a shelf-registration effective in order to expedite the completion of a public equity offering, n o assurances can be given that we will be successful in raising such funds in the future.(iii) for general corporate purposes.

In the event that we do not receive the Shareholders’ Approval or the NYSE Amex Equities Exchange’s approval of the private placement and our efforts do not generate adequate additional financing, or the renegotiation of the terms of the Notes does not prove successful, we will not have sufficient cash or cash equivalents to repay the Notes. However, the Notes are secured only by the assets and mining concessions related to the ~~Paredones Amarillos~~Concordia gold project (collectively, the “Pledged Assets”). In the event that we cannot raise sufficient capital to repay our obligations under the Notes, the holders of the Notes are entitled to require possession of the Pledged Assets to be transferred to them (or a company appointed by them) and to seek court approval for the sale of the Pledged ~~Assets.~~Assets . Any proceeds received by the holders of the Notes from the sale of the Pledged Assets would be applied to any principal and interest that we owe under the Notes, with us continuing to be obligated to repay any remaining balance owing under the Notes on an unsecured basis. The assets of the ~~Paredones Amarillos~~Concordia gold project have a total carrying value of ~~$36,755~~$38,996 as at ~~June~~September 30, 2010 (see Consolidated Financial Statements - Notes 56 and 6)7), of which $17,187 relates to plant and equipment stored in Canada to be used at the ~~Paredones Amarillos~~Concordia gold project.

There was a severe deterioration in the global credit and equity markets in 2007 through to 2009. This resulted in the need for government intervention in major banks, financial institutions and insurers and also resulted in greater volatility, increased credit losses and tighter credit conditions. These disruptions in the credit and financial markets have had a significant, material adverse impact on a number of financial institutions and have limited access to capital and credit for many companies. While market conditions have generally improved in the first half of 2010, access to capital and credit remains limited compared to capital markets before the deterioration in 2007. These continued disruptions could, among other things, make it more difficult for us to obtain, or increase our cost of obtain ing, capital and financing for our operations. Our access to additional capital and financing may not be available on terms acceptable to us or at all.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements required to be disclosed in this Quarterly Report on Form 10-Q.

Contractual Obligations

	Payments due by period (in thousands)
Contractual Obligations	Total		Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years
Short-term debt obligations(1)	$	24,645	$	24,645	$	—	$	—	$	—
Purchase obligations(2)	$	428	$	100	$	328	$	—	$	—
Operating lease obligations	$	84	$	84	$	—	$	—	$	—
Total	$	25,157	$	24,829	$	328	$	—	$	—

(1)

Short-term debt obligations, including interest payments related to the Corporation’s issuance of the Notes, are discussed in the Consolidated Financial Statements — Note 7.

(2)

Purchase obligations include option payments totaling $200 for the Yellow Pine gold project. We still have outstanding $200, of which $100 is to be paid in less than a year and $100 is to be paid in 1 to 3 years. Also included in purchase obligations is $228 to be paid in connection with the land purchase at the ~~Paredones Amarillos~~Concordia gold project. We intend to pay the $228 purchase obligation by the end of 2010.

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Transactions with Related Parties

Agreement with Sierra Partners LLC

On April 1, 2009, we entered into an agreement with Sierra Partners LLC (“Sierra”) pursuant to which Sierra agreed to provide us with investor relations and corporate finance consulting services. The founder and partner of Sierra is also a director of the Corporation. Under the terms of the agreement, Sierra will provide consulting services to the Corporation commencing April 1, 2009 and ending on March 31, 2010 and continuing thereafter on a month-to-month basis beginning April 1, 2010. Sierra will assist with our efforts to maintain an investor relations program and provide support and analysis of our general corporate finance and strategy efforts. As compensation for these services, we agreed to pay to Sierra a monthly retainer fee of ~~$10,000~~$10 during the term of the agreement and issue to ~~Sierra~~Sier ra 60,000 of our stock options. As of ~~June~~September 30, 2010, we had made payments to Sierra under the agreement totaling ~~$150,000;~~$180; of which ~~$60,000~~$90 had been paid during the ~~six-month~~nine-month period ended ~~June~~September 30, 2010, and had issued the 60,000 stock options to Sierra with a recorded expense of ~~$50,386.~~$54.

~~Project Updates~~Director participation in private placement financing

~~New Exploration Target Discovery at~~The following directors of Vista participated in the ~~Mt. Todd Gold Project~~Special Warrant private placement: (a) W. Durand Eppler, 70,000 Special Warrants, (b) Michael B. Richings – 25,000 Special Warrants, (c) Frederick H. Earnest – 20,000 Special Warrants and ~~Project Update~~

~~On June 29, 2010 we announced~~(d) John M. Clark – 10,869 Special Warrants. The Corporate Governance Committee approved the discovery of a new exploration target located on our Exploration Tenements held together with the Mining Leases at our Mt. Todd gold project in Northern Territory (“NT”), Australia. We also provided updates on the progress of a drilling program at the Batman deposit and announced that the PFS for the Mt. Todd gold project is nearing completion.

~~New Exploration Target Discovery~~

We control a large land package (160,878 hectares) of Exploration Tenements surrounding the Mt. Todd gold project. As part of our comprehensive exploration efforts based on results from an airborne magnetic survey and geochemical soil sampling, our geologists have identified four new gold bearing zones for potential follow up with additional sampling and testing. Of note, at the target identified as MSTS-4, rock chip sampling in an area with limited exposure, returned a 25.0 g/t gold sample from a small outcrop of fault breccia. Follow-up sampling returned 23.0 g/t and 7.7 g/t gold assays in vein and breccias located 15 meters and 50 meters, respectively, northissuance of the ~~original sample. Due~~foregoing Special Warrants to the sparse outcrop, the orientation and thickness of the mineralized zone is not currently known, but our m anagement believes that these initial results are significant and, together with historically identified exploration targets, support the potential for development of additional resources at the Mt. Todd gold project. Further mapping and sampling is in progress and multi-element analysis results are pending. Samples were collected by employees of Vista Gold Australia Pty Ltd. (“Vista Gold Australia”) and analysis was completed by Northern Australian Laboratories in Pine Creek, NT. We plan to conduct reverse circulation drilling in the area of this new discovery and the other targets later this year.

~~Batman Deposit Drilling Update~~

As previously announced, we undertook an additional drilling program at the Batman deposit at the Mt. Todd gold project. We have now completed 14 core and six reverse circulation drill holes (8,291 total meters drilled) in a program designed to add resources through in-fill drilling in the parallel structures to the east of the core zone of the Batman deposit, to test/condemn hypothesized extensions of the deposit along strike and to the west of the core zone, and to provide core for metallurgical testing. The program concluded with the in-fill drilling of the parallel structures on the east of the Batman deposit. Assays have not yet been completed for the last holes of the program. The drill holes were oriented to the west to intersect the core zone at right angles and were inclined at -55 t o -60 degrees.

directors.

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~~The following table summarizes the results of the drilling program available at this time.~~Project Updates

Hole #

Description

Total Depth
(meters)

Assay Interval

Thickness
(meters)

Gold Grade (gram/tonne)
VB10-001 North extension condemnation hole 550.7 - No significant mineralization
VB10-002 Hole lost at 287.5 287.5 - Assays pending
VB10-003 West extension condemnation hole 525.7 - No significant mineralization
VB10-004 Test parallel structures & deep core zone 864.4 692.0 - 704.0 12.0 1.86
770.5 -817.0 46.5 0.95
VB10-005 South extension condemnation hole 418.8 - No significant mineralization
VB10-006 Test parallel structures & deep core zone 721.7 Pending Assays pending
VB10-007 Test parallel structures & deep core zone 727.2 38.0 -48.0 10.0 0.63
451.0 -463.0 12.0 1.08
509.0 -526.0 17.0 1.24
580.0 – 727.2 Assays pending
VB10-008 Test parallel structures & deep core zone 735.4 Pending Assays pending
VB10-009 Test south extension of core zone 669.5 Pending Assays pending
VB10-010 Pre-collar only – core hole not drilled 48 Pending Assays pending
VB10-011 Test north extension of core zone 630.4 Pending Assays pending
Amounts and numbers contained within the tables and the text in this “Project Updates” section are not stated in thousands of U.S. dollars.

Paredones Amarillos Gold Project Name Change

On September 7, 2010, we announced that we had changed the name of our wholly-owned Paredones Amarillos gold project to the Concordia gold project. We believe this will better reflect the integration of the project with the environmental, social and economic priorities of the region.

The name Concordia (translated as “agreement” or “oneness”) was selected after a wide-ranging dialogue with local communities and other project stakeholders. The name change is part of a broad program intended to communicate our commitment to developing the Concordia gold project in a way that is consistent with contemporary standards for sustainable development, environmental stewardship, and the health and safety of the communities in which we operate.

We ~~also drilled three core holes totaling 1,469 meters,~~believe that ~~were located and oriented to provide core samples for metallurgical testing, representative~~the name change reflects the spirit of the Batman deposit, in the area of the pit defined by the June 2009 Mt. Todd Preliminary Economic Assessment (“PEA”). The holes were drilled at -20 to -30 degree dips, at an acute angle to the strike of the deposit and were not assayed due to the requirements for whole core to be used in the planned metallurgical testing program.

~~The drilling has been completed~~our collaboration and the ~~core has been logged, photographed~~values we share with the local communities and ~~sampled by employees of Vista Gold Australia under~~project stakeholders as the ~~direction of our Vice President of Exploration, Mr. Frank Fenne P.G., who is a “qualified person” within the meaning of~~ ~~Canadian National Instrument 43-101―Standards of Disclosure for Mineral Projects (“NI 43-101~~”). Core to be assayed has been shipped to ALS-Chemex’s sample preparation laboratory in Alice Springs, Australia. Prepared sample pulps are shipped by ALS-Chemex to its assay laboratory in Perth, Australia. Core logging and sample custody, preparation and assaying were completed in compliance with NI 43-101 standards.

~~Mt. Todd Gold Project Pre-Feasibility Study Update~~

~~We also announced that we continue to advance our PFS for the Mt. Todd~~Concordia gold project and that the PFS is expected to confirm the principal metallurgical parameters used in the positive PEA for the Mt. Todd gold project announced in June 2009 and updated in August 2009. As previously announced, the completion of the PFS has been delayed to allow additional engineering work in the areas of power generation/supply, tailings disposal/storage and the supply of lime for process and water treatment needs. We expect to complete the PFS and announce its results in the third quarter of this year.

We further announced that we have notified the Government of the Northern Territory that, based on the on-going positive results at the Mt. Todd gold project, we intend to extend our agreement with the Northern Territory Government related to the Mt. Todd gold project for an additional five-year period ending at the end of 2015.

Tetra Tech (MM), Inc. of Golden, Colorado, is contracted to manage and prepare the PFS in accordance with NI 43-101. The PEA was prepared under the direction of Mr. John Rozelle, an independent qualified person under NI 43-101. The results of the PEA are outlined in a NI 43-101 technical report entitled “Mt. Todd Gold Project Updated Preliminary Economic Assessment Report, Northern Territory, Australia” (the “Mt. Todd Technical Report”), dated June 11, 2009. The PEA is available on SEDAR at ~~www.sedar.com~~. John Rozelle is the independent “qualified person”, within the meaning of NI 43-101, who supervised the preparation of the scientific and technical information contained in the Mt. Todd Technical Report .

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~~Cautionary Note to U.S. Investors Regarding Reserve and Resource Estimates~~

This report and the documents referenced in this report, including the PEA and PFS for the Mt. Todd gold project, use the terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” which are Canadian mining terms as defined in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”)—CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended. These definitions differ from the definitions in the United States Securities and Exchange Commission (“SEC”) Industry Guide 7 (“SEC Industry Guide 7”) under the Securities Act. Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserve s, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.

In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed

that all, or any part, of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in place tonnage and grade without reference to unit measures.

Accordingly, information contained in this report and the documents incorporated by reference herein contain descriptions of our mineral deposits that may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under United States federal securities laws and the rules and regulations thereunder.

~~Subsequent events~~moves forward.

Comprehensive Update for the ~~Paredones Amarillos~~Concordia Gold Project

On July 19, 2010, we announced an update on the ~~Paredones Amarillos~~Concordia gold project located in Baja California Sur, Mexico ~~("BCS"~~(“BCS”). The update discusses the status of the ~~CUSF~~Change of Forest Land Use Permit (“CUSF”) permit application, technical programs in progress, and a general overview of the development of the ~~Paredones Amarillos~~Concordia gold project.

Change of Forest Land Use Permit-Application Status

Previously we announced that the Mexican Secretariat of the Environment and Natural Resources ~~("SEMARNAT"~~(“SEMARNAT”) had dismissed our application for the CUSF. In its dismissal, SEMARNAT had questioned the validity of the Temporary Occupation Permits ~~("TOP"~~(“TOP”) issued by the General Direction of Mines in the Secretariat of Economy, which were required as part of the CUSF application. SEMARNAT also identified the need for additional technical studies.

The ~~Paredones Amarillos~~Concordia gold project is located in a special use area on the northern limit of the buffer zone of the Sierra de La Laguna Biosphere (the “Biosphere”). In the immediate ~~Paredones Amarillos~~Concordia gold project area, the surface land is divided between land owned directly by us and a parcel of federal land which has yet to be defined by a survey on the ground. The TOP apply to both the privately held land and the federal land. In questioning the validity of the TOP, SEMARNAT has requested confirmation of the boundaries of the federal land, and is seeking to determine if some or part of the federal land is subject to a prior request by the Mexican National Commission for Natural Protected Areas ~~("CONANP"~~(“CONANP”) to be the administrator of the federal land. We expect that the Secretariat of ~~Agr arian Reform ("SRA"~~Agrarian Re form (“SRA”) will ~~shortly~~ release the survey results and clarify what part of the federal land is subject to CONANP’s claim. Subsequently, Minera Paredones Amarillos S.A. de C.V. (“MPA”) expects SRA to grant CONANP's request to become the administrator of the applicable part of the federal land in accordance with their previous request. CONANP has indicated that it will administer the federal land which lies within the buffer zone of the Biosphere in accordance with the established management plan, which authorizes mining activities in the area of the ~~Paredones Amarillos~~Concordia gold project. We expect this process to result in the validation of the TOP and recognition of such by SEMARNAT. Following the validation of the TOP, MPA will submit a new CUSF application. The timing for completion of these types of bureaucratic processes is uncertain but we hope to be in a position to submit the CUSF application by the end ~~of the third quarter~~ of this year.

MPA is also working to resolve the minor deficiencies identified in SEMARNAT’s dismissal of the CUSF application. MPA has contracted SRK Consulting (U.S.), Inc. of Denver, Colorado, and several BCS academic institutions to review, analyze and validate some of the information submitted as part of the CUSF application. This will include additional hydrogeologic studies, surface run-off calculations and a review of certain baseline environmental data. The results will be submitted as part of the CUSF application. MPA has retained the services of Herrera Ordonez Abogados, a law firm based in Mexico City, to compile and submit the new CUSF application. The principal lawyer in charge of MPA’s work is Mr. Hector Herrera who is a past chairman of the Mexican Bar Association’s Environmental Commission and has an extensive background in working with SEMARNAT.

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Preliminary Project Design, Permitting Support and Other Activities

We have contracted ICA Fluor, with offices in Mexico City, Mexico, and Dublin, California, to be the engineering, procurement and construction management contractor for the Project. ICA Fluor's initial scope of work includes basic engineering in support of permitting activities. ICA Fluor is coordinating design work on the access road, main power transmission line, processing plant, tailings impoundment facility, desalination plant and water supply pipeline.

Following the submission of the new CUSF application, MPA intends to present to SEMARNAT the documents to modify and

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extend the ~~Paredones Amarillos~~Concordia gold project’s environmental permits that were issued in 1997 and, unless extended by MPA, will expire in 2012. The modifications will reflect the many design changes made to improve the ~~Paredones Amarillos~~Concordia gold project and enhance environmental protections which are now incorporated into our proposed development.

MPA is in the process of finalizing the remaining rights-of-way for the power transmission line and water supply pipeline and is also in the process of preparing appropriate permit applications for both.

VWS Mexico, S.A. de C.V. has been contracted to provide engineering and permitting support for the desalination plant. Final studies for the design of the facility are in progress and will be completed shortly. Upon completion, we intend to file the appropriate permit applications.

MPA has established ASUDES, a civil association (similar in function to a foundation). The goals of ASUDES are to promote improved access to health care and more educational opportunities for members of the ~~Paredones Amarillos~~Concordia gold project’s community. A number of programs have been established in the area of health and education which have been well received by the local communities.

~~Recent Accounting Pronouncements~~Estimated Mineral Reserves and Results of a Preliminary Feasibility Study at our Mt. Todd Gold Project

On August 18, 2010 we announced estimated proven and probable mineral reserves of two million ounces and the positive results of a Preliminary Feasibility Study (“PFS”) for the Batman deposit at our Mt. Todd gold project. The PFS was managed by TetraTech MM Inc. (“TetraTech”) of Golden, Colorado, which also undertook the resource modeling and estimation, geotechnical, environmental and site reclamation engineering and design. Mr. John Rozelle, PG, Manager of TetraTech’s Mineral Resource Division and Principal Geologist, an independent Qualified Person as defined by Canadian National Instrument 43-101 (“NI 43-101”), prepared or supervised the preparation of material on behalf of TetraTech. Thomas Dyer, P.E., of Mine Development Associates, an independent Qualified Person as defined by NI 43-101, prepared or supervised the preparation of material on behalf of Mine Development Associates. Mr. Rozelle and Mr. Dyer prepared or supervised the preparation of the information that forms the basis for the scientific and technical information disclosed herein. The PFS study entitled the “Mt. Todd Gold Project Prefeasibility Study” is available on SEDAR (www.sedar.com) and was filed on October 4, 2010.

The PFS base case (the “Base Case”) was evaluated using the three-year trailing average gold (Au) price of $950 per ounce. Mineral reserve estimates and production highlights from the Base Case are tabulated below.

Base Case Production Highlights

Base Case Reserves and Production Estimates at $950/ounce Au
Proven and Probable Mineral Reserves (at a 0.55 g Au/tonne cut-off)*	60,049,000 tonnes at 1.05 g Au/tonne
Contained Au	2,026,000 ounces
Life of Mine Production	1,662,000 ounces
Average Annual Production (based on 8.86 year mine life)	187,500 ounces Au per year
Mining Rate	22,900,000 tonnes per year
Mill Throughput Rate	18,500 tonnes per day
Stripping Ratio (waste:ore)	2.37
Mine Life	8.86 years

* Elevated cutoff grades were used to constrain the total estimated mineral reserve tonnes to the remaining tailings capacity while maximizing return. In most areas, a cutoff grade of 0.55 g gold/tonne was used. Select benches in the first two phases of mining used a cutoff grade of 0.60 g gold/tonne.

The PFS was completed using a foreign exchange rate of $0.85 = A$1.00 and incorporates mid-2010 costs. The following table summarizes the Base Case economic results with a comparison to the Base Case sensitivity at a gold price of $1,200 per ounce and a foreign exchange rate of $0.90 = A$1.00.

Summary of Base Case Economic Results

	$950/oz Au & $0.85/A$1.00	$1,200/oz Au & $0.90/A$1.00
Average Cash Operating Cost ($ per oz Au produced)	$476	$493
Average Total Cash Production Costs ($ per oz Au produced)	$487	$507
Pre-Production Capital Cost:	$441,258,000	$459,820,000
Sustaining Capital Cost:	$32,981,000	$32,981,000
Internal Rate of Return	14.9% before tax 9.8% after tax	25.4% before tax 16.2% after tax
Cumulative Cash Flow (pre-tax)	$472,615,000	$848,724,000
Net Present Value at 5% discount (pre-tax)	$210,144,000	$487,156,000

Mineral Resources and Reserves Estimates

The PFS is based on our updated gold mineral resource estimate for the Batman deposit as of June 11, 2009, which assumed a cutoff grade of 0.40 grams of gold per tonne. The resource estimate is detailed in the report "Mt. Todd Gold Project - Updated Preliminary Economic Assessment Report - Northern Territory, Australia" dated June 11, 2009 and is available on SEDAR at www.sedar.com. The resources are tabulated below.

Resource Classification	Metric Tonnes	Average Grade (grams/tonne)	Short Tons	Average Grade (ounces/ton)	Contained Au Ounces
Measured	52,919,000	0.91	58,333,000	0.026	1,543,000
Indicated	138,020,000	0.81	152,139,000	0.024	3,581,000
Measured & Indicated	190,939,000	0.84	210,472,000	0.024	5,125,000
Inferred	94,008,000	0.74	103,625,000	0.022	2,244,000

The estimated measured and indicated mineral resources included in the table above includes 60.049 million tonnes of proven and probable reserves shown in the table of estimated proven and probable reserves below.

Mine Development Associates used the June 2009 resource model to develop an open pit mine design, including intermediate pits plans and production schedules.

The mineral reserve estimates prepared and reported by Mine Development Associates, under the supervision of Mr. Dyer, and using the June 2009 resource model at a gold price of $950 per ounce of gold and cut-off grade of 0.55* grams of gold per tonne are summarized in the following table.

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Mt. Todd Proven & Probable Reserve Estimate

Reserve Classification	Metric Tonnes	Average Grade (grams/tonne)	Short Tons	Average Grade (ounces/ton)	Contained Au Ounces
Proven	24,458,000	1.09	26,960,000	0.032	854,000
Probable	35,591,000	1.02	39,232,000	0.030	1,172,000
Proven & Probable	60,049,000	1.05	66,192,000	0.031	2,026,000

*Elevated cutoff grades were used to constrain the total reserve tonnes to the remaining tailings capacity while maximizing return. In most areas, a cutoff grade of 0.55 g Au/tonne was used. Select benches in the first two phases of mining used a cutoff grade of 0.60 g Au/tonne.

Capital and Operating Cost Estimate

Estimated life-of-mine average total cash production costs are projected to be $487 per ounce, with the highest costs occurring in the first five years of the project. The latter half of the project life benefits from decreases in the required stripping. Pre-production capital costs including contingency, owner's costs and working capital are estimated to be $441 million and sustaining capital over the life of the mine is estimated to be $33 million. Post-operation reclamation costs are not included in the total capital costs, but are included in the cash flow analyses and return on investment calculations.

Mining

We plan to extract ore from the mine using conventional open pit mining equipment and techniques. A waste mining fleet consisting of 180-tonne trucks and 21 m3 shovels has been selected to complement the 140-tonne truck and loader ore mining fleet. We would be the owner and operator of the mining fleets and we expect to enter into maintenance and repair contracts for the major mining equipment. In the Base Case, ore will be mined in three pit development phases over a period of 8.86 years. Waste rock will be placed in a single waste dump and concurrent reclamation is planned for the lower benches of the dump.

Processing

Following an extensive review of the plant performance data from previous operators, it was clear to us that there were a number of key reasons why these operations were unsuccessful. As a result, we undertook mineralogical and metallurgical studies to fully understand the type of ore that would be treated over the life of the proposed mine. This was followed by laboratory test programs that evaluated the metallurgical process, proposed equipment and the expected performance and cost parameters. We believe that principal reasons that led to the previous operational failure were:

Ore hardness - the plant built by the previous operator was poorly designed to handle the hard ore and failed to produce a satisfactory product or achieve design capacity. We tested and determined the expected ore hardness and then evaluated various combinations of equipment. The best combination of equipment involved primary and secondary crushing, tertiary crushing employing high pressure grinding rolls (HPGR) followed by a large ball mill. The use of HPGR is expected to result in a product which significantly improves the efficiency of the grinding circuit. For the Base Case the circuit is very simple with a large primary gyratory crusher, a secondary cone crusher, a single HPGR unit and a single ball mill. HPGR technology is currently being successfully used by Newmont Mining Corporation, at Australia’s largest gold mine, the 20 million ounce Boddington mine in Western Australia. The circuit has been designed to reflect the results of leach tests that indicate that the optimum grind size should be 80% passing 100 mesh, coarser than used in previous operations.

Metallurgy – A number of metallurgical problems were encountered in the past, mostly related to copper minerals in the ore. Our test program focused first on understanding the form and distribution of the copper minerals in the ore body and then on the best metallurgical approach to deal with the copper. In the mineralogical review it became apparent that the form of the copper minerals changes with depth. In the upper part of the ore body, mostly mined out by previous operators the copper existed mainly as secondary copper minerals such as chalcocite, bornite and covellite; these minerals are very soluble in cyanide which greatly increased the expense of leaching. The remaining ore contains mainly primary copper minerals like chalcopyrite which generally has a very minor effect on leaching and cyanide consumption. The tests we undertook on representative samples of the ore to be mined showed that whole or e leaching combined with a carbon-in-pulp recovery circuit yields acceptable recoveries of 82%.

The proposed plant for the Base Case will have a design capacity of 18,500 tonnes per day and has been designed to be simple, efficient and easy to maintain. The proposed flowsheet indicates that following grinding the slurried ore will be sized by cyclones, thickened, pre-aerated, and then leached in tanks prior to recovery in a hybrid carbon-in-pulp circuit. Gold will be stripped from

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the carbon and precipitated in an electrowinning cell prior to refining into doré bars. The tailings would be detoxified using the SO2/Air process and deposited in the existing tailings impoundment facility.

Further contributing to lower costs, the proposed project will self-generate power using low cost natural gas which can be supplied to the site via the existing natural gas pipeline. The project also includes plans to produce lime from nearby limestone deposits, thereby significantly reducing the supply cost for this reagent.

Infrastructure

As a previously operated project, the Mt. Todd gold project site has existing infrastructure which includes: a fresh water storage reservoir with sufficient capacity to sustain the proposed operation, paved access roads, concrete foundations for some of the crushing circuit, a natural gas pipeline and an electrical power line. Power will be generated on site using a gas-turbine generator which is included in the project capital. The power plant is designed to have excess capacity to meet higher loads during large equipment starting up. Excess power during operations will be sold into the grid further reducing expected costs. During the 9-year post-closure period, we intend to continue operating the natural gas turbine power generating plant. Revenues derived from selling power to the grid during t his period are expected to fund all of the reclamation activities.

Environmental

Both the Base Case and Sensitivity Case include engineering designs for the closure of the mine site following cessation of production. The closure plan was designed to meet all requirements for long-term reclamation of the site and cost estimates include provisions for monitoring required under applicable law.

Economic Analysis

The Base Case economic analysis was completed using the three-year trailing average gold price of $950 per ounce and a foreign exchange rate of $0.85 = $A1.00. We have also completed sensitivity analyses calculated at gold prices of $1,000, $1,100, $ 1,200 and $1,500 per ounce. The $1,200 and $1,500 sensitivity analyses incorporate the current foreign exchange rate of $0.90 = A$1.00. Estimated before and after tax economic results, showing the internal rate of return (IRR) and net present value at a 5% discount rate (NPV5%), cumulative cash flow and sensitivity to changes in gold price are shown in the following tables.

Before–Tax Economic Results

Gold Price Scenario	Before Tax IRR (%)	Before Tax NPV5%	Before Tax Cumulative Cash Flow
Base Case $950 Gold Price	14.9 %	$ 210,144	$ 472,615
$1,000 Gold Price	17.5 %	$ 272,260	$ 554,865
$1,100 Gold Price	22.6 %	$ 396,494	$ 719,366
$1,200 Gold Price	25.4 %	$ 487,156	$ 848,724
$1,500 Gold Price	39.3 %	$ 859,856	$ 1,342,227

After-Tax Economic Results

Gold Price Scenario	After Tax IRR (%)	After Tax NPV5%	After Tax Cumulative Cash Flow
Base Case $950 Gold Price	9.8 %	$ 71,127	$ 252,490
$1,000 Gold Price	11.4 %	$ 100,497	$ 207,598
$1,100 Gold Price	14.5 %	$ 158,192	$ 359,190
$1,200 Gold Price	16.2 %	$ 198,827	$ 418,218
$1,500 Gold Price	23.9 %	$ 359,612	$ 624,317

Exploration Potential

We control a large land package (160,878 hectares) of Exploration Tenements surrounding the Mt. Todd gold project. As we previously announced, our geologists have identified four new exploration targets at the Mt. Todd gold project that are now being followed up on through additional sampling and testing. Of note, at the target identified as MSTS-4, rock chip sampling, in an area with limited exposure, returned a 25.0 g/t gold sample from a small outcrop of fault breccia. Further sampling returned 23.0 g/t and 7.7 g/t gold assays in vein and breccias located 15 meters and 50 meters, respectively, north of the original sample. Due to the sparse outcrop, the orientation and thickness of the mineralized zone is not currently known. A soil sampling program over

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the area has recently been completed on a 20 meter grid. The survey returned a strong coherent gold anomaly approximately 400 meters in diameter with coincident anomalous base metals and arsenic. We plan to conduct diamond core drilling in the area of this target later this year.

Mineral Resource Estimate for the Quigleys Deposit at the Mt. Todd Gold Project

On September 8, 2010 we announced a mineral resource estimate of 179,000 ounces of Measured and Indicated Resources and 277,000 ounces of Inferred Resources at the Quigleys deposit, located 3.5 km northeast of the Batman deposit at our Mt. Todd gold project.

TetraTech MM, Inc. (“TetraTech”) of Golden, Colorado, was contracted to review the geology and calculate the mineral resource estimate in accordance with National Instrument 43-101 (“NI 43-101”). The mineral resource estimates were conducted under the direction of Mr. John Rozelle, an independent Qualified Person as defined by NI 43-101 using standard industry software and resource estimation methodology.

Based on TetraTech’s resource analysis report, the estimated gold resources for the Quigleys deposit reported at a cut-off grade of 0.5 grams of gold per tonne are:

	Metric Tonnes	Grade (grams per tonne)	Contained Gold Ounces
Measured Resources	511,000	1.04	17,000
Indicated Resources	5,565,000	0.91	162,000
Measured and Indicated Resources	6,076,000	0.92	179,000
Inferred Resources	9,057,000	0.95	277,000

The resource description was included in the Mt. Todd Preliminary Feasibility Study as filed on SEDAR (www.sedar.com) on October 4, 2010.

Mineralization at the Quigleys deposit is interpreted to occur within a series of mineralized shears that strike north northwest and dip 30° - 35° to the west. The main shear extends for nearly one kilometer along the strike and has been drilled to a vertical depth of 230 meters. The mineral resource estimate has been defined by 632 drill holes drilled by Pegasus Gold Australia Pty Ltd. and Billiton Australia Gold Pty Ltd. in the late 1980s through the mid-1990s. TetraTech reviewed the integrity of the drill hole database and developed a computer model to estimate and classify the estimated mineral resources. The model reflected TetraTech’s geological interpretation of the deposit, which constrained the mineralization to the shear zones using geological information and assays from 49,178 samples ob tained from the drilling. Lower grade, erratic mineralization in the hanging wall of the shears has not been included in the mineral resource estimate.

Cautionary Note to U.S. Investors Regarding Reserve and Resource Estimates

This report and the documents referenced in this report, including the PFS for the Mt. Todd gold project, use the terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” which are Canadian mining terms as defined in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”)—CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended. These definitions differ from the definitions in the United States Securities and Exchange Commission (“SEC”) Industry Guide 7 (“SEC Industry Guide 7”) under the Securities Act. Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the t hree-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.

In ~~January 2009,~~addition, the ~~CICA issued Handbook Section 1582, “Business Combinations” (“Section 1582”). Section 1582 requires~~terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all, ~~assets and liabilities~~or any part, of an ~~acquired business~~inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in place tonnage and grade without reference to unit measures.

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Table of Contents

Subsequent events

Increase in size of private placement

On October 12, 2010, we announced that we agreed to include a co-agent with our Canadian agent in respect of our private placement of Special Warrants and, subject to the approval of the Toronto Stock Exchange and the NYSE Amex, to increase the size of the financing from up to $30,000 (or 13,043,479 Special Warrants) to up to $33,757 (or 14,676,740 Special Warrants). In addition, we agreed to adjust the acceleration provision of the Warrants issuable upon exercise of the Special Warrants to provide that the Warrants will be ~~recorded at fair value at acquisition. Obligations~~cancelled if not exercised within 25 (instead of 15) business days after receipt of the early exercise request from Vista. All other terms of the private placement, the Special Warrants and the securities issuable upon exercise of the Special Warrants remain unchanged from those previously reported.

Closing of private placement

On October 22, 2010 we announced that we had closed our private placement of Special Warrants. We issued an aggregate of 14,666,739 Special Warrants, for ~~contingent considerations~~gross proceeds of $33,734. The proceeds from the financing have been placed into an escrow account with a Canadian financial institution and ~~contingencies will also be recorded at fair value at~~upon receipt of Shareholders’ Approval (as defined below), the ~~acquisition date. Section 1582 also states that acquisition–related costs~~proceeds will be ~~expensed as incurred~~released to us and ~~that restructuring charges~~used for the following purposes: (i) to repurchase the $23,000 principal amount of the Notes due March 4, 2011, (ii) the advancement of the Mt. Todd project, and (iii) for general corporate purposes.

The Special Warrants will automatically be exercised, for no additional consideration, for one Common Share of Vista and one Common Share purchase warrant (a “Warrant”) upon receipt of our shareholders’ approval of the private placement (the “Shareholders’ Approval”). Each Warrant will be ~~expensed in~~exercisable over a five-year period from the ~~periods after the acquisition date. Section 1582 applies prospectively to business combinations for which the acquisition date is on or after the beginning~~closing of the private placement, to purchase one Common Share (a “Warrant Share”) at a purchase price of $3.50 during the first ~~annual reporting~~year, $4.00 during the second year, $4.50 during the third year and $5.00 thereafter until the expiry of the Warrant. If the closing price of the Common Shares on the NYSE Amex Equities Stock Exchange is at least 35% above the current Exercise Price of the Warrants for a period of 15 consecutive trading days, then we will have the op tion to request that the Warrants be exercised. If the Warrants are not exercised within 25 business days following this request, they will be cancelled. We anticipate requesting the Shareholders’ Approval at a Special Shareholders’ Meeting to be held on ~~or after January 1, 2011.~~December 15, 2010.

In ~~January 2009,~~addition, we issued a total of 652,175 Special Warrants and 652,175 compensation warrants (each compensation warrant being exercisable for two years from the ~~CICA issued Handbook Section 1601, “Consolidations” (“Section 1601”),~~closing of the private placement, to acquire one Common Share at a price of $2.30) to the agents and ~~Section 1602, “Non-controlling Interests” (“Section 1602”). Section 1601 establishes standards for~~finders that provided services in connection with the ~~preparation of consolidated financial statements. Section 1602 establishes standards for accounting for a non-controlling interest in a subsidiary in consolidated financial statements subsequent~~financing. The Special Warrants and compensation warrants are subject to ~~a business combination. These standards apply to interim and annual consolidated financial statements relating to fiscal years beginning on or after January 1, 2011.~~the Shareholders’ Approval.

United States Generally Accepted Accounting ~~Principals~~Principles (“U.S. GAAP”)

We have, since inception, reported to security regulators in both Canada and the United States, financial statements prepared in accordance with Canadian GAAP with reconciliation to U.S. GAAP. In 2006, the Canadian Accounting Standards Boards (“AcSB”) published a new strategic plan that outlines the convergence of Canadian GAAP with International Financial Reporting Standards (“IFRS”) over an expected five year transitional period. In February 2008, the AcSB announced that 2011 is the changeover date for publicly-listed companies to use IFRS, replacing Canadian GAAP. However, due to a change in the SEC’s position in late 2009, and because we are considered to be a domestic filer under SEC rules for reporting purposes, we will be unable to adopt IFRS and instead will be required t o report under U.S. GAAP beginning with fiscal year 2011, with our financial statements and selected financial data recast into U.S. GAAP for all periods presented in the financial statements.

Certain U.S. Federal Income Tax Considerations

Vista has been a “passive foreign investment company” (“PFIC”) as defined under Section 1297 of the U.S. Internal Revenue Code of 1986, as amended, in recent years and expects to continue to be a PFIC in the future. Current and prospective United States shareholders should consult their tax advisors as to the tax consequences of PFIC classification and the U.S. federal tax treatment of PFICs. Additional information on this matter is included in Vista’s Annual Report on Form 10-K for the year ended December 31, 2009, under “Part II. Item 4. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — U.S. Federal Income Tax Consequences”.

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Table of Contents

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2010

OR

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ___________ to ______________

Yukon Territory, Canada		98-0542444
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

Suite 5, 7961 Shaffer Parkway

Littleton, Colorado		80127
(Address of principal executive offices)		(Zip Code)

Large accelerated filer o		Accelerated filer x

Non-accelerated filer o		Smaller reporting company o

		Page
	PART I — FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS (Unaudited)	1
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1720
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	2834
ITEM 4.	CONTROLS AND PROCEDURES	2834

	PART II — OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	2834
ITEM 1A.	RISK FACTORS	2935
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	2935
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	2935
ITEM 4.	[REMOVED AND RESERVED]	2935
ITEM 5.	OTHER INFORMATION	2935
ITEM 6.	EXHIBITS	2935

	SIGNATURES	3036

	Three Months Ended June 30,						Six Months Ended June 30,						Cumulative during Exploration			Three Months Ended September 30,						Nine Months Ended September 30,						Cumulative during Exploration
(U.S. dollars in thousands, except share data)	2010			2009			2010			2009			Stage			2010			2009			2010			2009			Stage

Income:
Interest income	$	35		$	21		$	89		$	49		$	2,721		$	17		$	16		$	106		$	65		$	2,738
Gain on disposal of marketable securities																	52			14			265			6,829			7,327
Other income		77			(2	)		96			-			(2,332	)		39			(2	)		135			(2	)		(2,293	)
Total other income	$	112		$	19		$	185		$	49		$	389		$	108		$	28		$	506		$	6,892		$	7,772

Costs and expenses:
Exploration, property evaluation and holding costs	$	(475	)	$	(268	)	$	(869	)	$	(601	)	$	(5,194	)	$	(422	)	$	(412	)	$	(1,291	)	$	(1,014	)	$	(5,616	)
Corporate administration and investor relations		(1,076	)		(974	)		(2,067	)		(1,986	)		(26,607	)		(837	)		(1,320	)		(2,904	)		(3,305	)		(27,444	)
Depreciation and amortization		(60	)		(62	)		(132	)		(114	)		(764	)		(70	)		(66	)		(202	)		(180	)		(834	)
Interest expense		(535	)		(584	)		(1,091	)		(1,163	)		(5,415	)		(298	)		(560	)		(1,389	)		(1,723	)		(5,713	)
Gain/(loss) on currency translation		(130	)		68			(82	)		45			(357	)		152			52			70			97			(205	)
Write-down of marketable securities		-			(11	)		-			(123	)		(849	)		-			-			-			(123	)		(849	)
Loss on early extinguishment of convertible notes - Note 7		(1,981	)		-			(1,981	)		-			(1,444	)
Gain/(loss) on disposal of marketable securities		-			6,822			213			6,815			7,275
Gain/(loss) on early extinguishment of convertible notes - Note 8																	-			537			(1,981	)		537			(1,444	)
Loss on sale of mineral property		-			(131	)		-			(131	)		(263	)		-			-			-			(131	)		(263	)
Total costs and expenses		(4,257	)		4,860			(6,009	)		2,742			(33,618	)		(1,475	)		(1,769	)		(7,697	)		(5,842	)		(42,368	)
Earnings/(loss) from continuing operations before income taxes	$	(4,145	)	$	4,879		$	(5,824	)	$	2,791		$	(33,229	)	$	(1,367	)	$	(1,741	)	$	(7,191	)	$	1,050		$	(34,596	)
Future income tax benefit/(expense)		(7	)		(989	)		(27	)		(781	)		74		$	23			24		$	(4	)		(757	)	$	97
Loss from continuing operations after income taxes	$	(4,152	)	$	3,890		$	(5,851	)	$	2,010		$	(33,155	)	$	(1,344	)	$	(1,717	)	$	(7,195	)	$	293		$	(34,499	)
Loss from discontinued operations	$	-		$	-		$	-		$	-		$	(16,879	)	$	-		$	-		$	-		$	-		$	(16,879	)

Net loss	$	(4,152	)	$	3,890		$	(5,851	)	$	2,010		$	(50,034	)	$	(1,344	)	$	(1,717	)	$	(7,195	)	$	293		$	(51,378	)

Other comprehensive income:
Unrealized gain/(loss) on available-for-sale securities		(49	)		198			(4	)		1,373
Realized (gain)/loss on available-for-sale securities		-			(5,798	)		(187	)		(5,793	)
Other comprehensive income/(loss):
Unrealized gain on available-for-sale securities																	210			149			206			1,521
Realized gain on available-for-sale securities																	(46	)		(13	)		(233	)		(5,805	)
		(49	)		(5,600	)		(191	)		(4,420	)					164			136			(27	)		(4,284	)
Comprehensive loss	$	(4,201	)	$	(1,710	)	$	(6,042	)	$	(2,410	)				$	(1,180	)	$	(1,581	)	$	(7,222	)	$	(3,991	)

Weighted average number of shares outstanding		46,405,227			34,475,829			45,546,894			34,475,829						46,586,708			35,408,438			45,897,307			34,790,115

Basic and diluted earnings/(loss) per share from continuing operations	$	(0.09	)	$	0.11		$	(0.13	)	$	0.06					$	(0.03	)	$	(0.05	)	$	(0.16	)	$	0.01
Basic and diluted earnings/(loss) per share	$	(0.09	)	$	0.11		$	(0.13	)	$	0.06					$	(0.03	)	$	(0.05	)	$	(0.16	)	$	0.01

	June 30,			December 31,			September 30,			December 31,
(U.S. dollars in thousands)	2010			2009			2010			2009

Assets:
Cash and cash equivalents	$	16,726		$	28,408		$	12,988		$	28,408
Marketable securities - Note 4		925			1,150
Marketable securities - Note 5								1,163			1,150
Short-term investments		-			250			-			250
Other current assets		943			509			1,007			509
Current assets		18,594			30,317			15,158			30,317

Mineral properties - Note 5		46,522			38,696
Plant and equipment - Note 6		18,796			18,747
Amayapampa disposal consideration - Note 3		4,813			4,813
Mineral properties - Note 6								50,364			38,696
Plant and equipment - Note 7								18,842			18,747
Amayapampa disposal consideration - Note 4								4,813			4,813
		70,131			62,256			74,019			62,256

Total assets	$	88,725		$	92,573		$	89,177		$	92,573

Liabilities and Shareholders' Equity:
Convertible notes - Note 7	$	21,176		$	-
Convertible notes - Note 8							$	21,834		$	-
Accounts payable		341			63			164			63
Accrued liabilities and other		729			863			1,792			863
Current liabilities		22,246			926			23,790			926

Convertible notes - Note 7		-			24,939
Convertible notes - Note 8								-			24,939
Other long-term liabilities		228			228			228			228
Total liabilities		22,474			26,093			24,018			26,093

Capital stock, no par value:
Common - unlimited shares authorized; shares outstanding:
2010 - 46,581,708 and 2009 - 44,679,024 - Note 8		252,059			245,964
2010 - 46,586,708 and 2009 - 44,679,024 - Note 9								252,072			245,964
Warrants		336			336			336			336
Options - Note 9		5,027			4,818
Contributed surplus - Note 10		2,634			1,848
Equity component of convertible notes - Note 7		4,721			5,998
Accumulated other comprehensive income - Note 11		384			575
Stock compensation - Note 10								4,403			4,818
Contributed surplus - Note 11								3,333			1,848
Equity component of convertible notes - Note 8								4,721			5,998
Accumulated other comprehensive income - Note 12								548			575
Deficit		(198,910	)		(193,059	)		(200,254	)		(193,059	)
Total shareholders' equity		66,251			66,480			65,159			66,480

Total liabilities and shareholders' equity	$	88,725		$	92,573		$	89,177		$	92,573

	At June 30, 2010							At December 31, 2009
	Cost		Unrealized gain/(loss)			Fair value		Cost		Unrealized gain/(loss)		Fair value

Esperanza Silver Corp.		10		101			111		10		101		111
Black Isle Resources		12		(1	)		11		12		16		28
Nevgold Resources Corp.		87		154			241		87		69		156
Other		358		204			562		365		490		855
	$	467	$	458		$	925	$	474	$	676	$	1,150

	June 30, 2010						December 31, 2009						September 30, 2010						December 31, 2009
	Cost		Accumulated Depreciation and Write-downs		Net		Cost		Accumulated Depreciation and Write-downs		Net		Cost		Accumulated Depreciation and Write-downs		Net		Cost		Accumulated Depreciation and Write-downs		Net

Paredones Amarillos, Mexico		18,178		48		18,130		18,173		35		18,138
Concordia, Mexico														18,179		55		18,124		18,173		35		18,138
Awak Mas, Indonesia		118		91		27		118		89		29		118		91		27		118		89		29
Mt. Todd, Australia		1,005		401		604		833		321		512		1,081		447		634		833		321		512
Corporate, United States		311		276		35		311		243		68		351		294		57		311		243		68
	$	19,612	$	816	$	18,796	$	19,435	$	688	$	18,747	$	19,729	$	887	$	18,842	$	19,435	$	688	$	18,747

		September 30, 2010				December 31, 2009
	Category	Estimated Fair Value		Carrying Value		Estimated Fair Value		Carrying Value
Cash and cash equivalents	Loans and receivables	$	12,988	$	12,988	$	28,408	$	28,408
Accounts receivable (1)	Loans and receivables		615		615		24		24
Amayapampa disposal consideration	Held-for-trading		4,813		4,813		4,813		4,813
Marketable securities (2)	Available-for-sale		1,163		1,163		1,150		1,150
Total financial assets		$	19,579	$	19,579	$	34,395	$	34,395

	June 30, 2010									December 31, 2009
	Per Cdn. GAAP			Cdn./U.S. Adj.			Per U.S. GAAP			Per Cdn. GAAP			Cdn./U.S. Adj.			Per U.S. GAAP

Current assets	$	18,594			-		$	18,594		$	30,317		$	-		$	30,317
Property, plant and equipment (a)		65,318			(33,305	)		32,013			57,443			(26,944	)		30,499
Other assets		4,813			-			4,813			4,813			-			4,813
Total assets	$	88,725		$	(33,305	)	$	55,420		$	92,573		$	(26,944	)	$	65,629

Current liabilities		1,070			-			1,070			926			-			926
Convertible notes (d)		21,176			1,433			22,609			24,939			2,904			27,843
Other long-term liabilities		228			-			228			228			-			228
Total liabilities		22,474			1,433			23,907			26,093			2,904			28,997

Capital stock (b,c)		252,059			74,513			326,572			245,964			75,039			321,003
Special warrants		-			222			222			-			222			222
Warrants and options (c)		5,363			406			5,769			5,154			386			5,540
Contributed surplus (b)(d)		2,634			4,032			6,666			1,848			4,818			6,666
Equity component of convertible notes (d)		4,721			(4,721	)		-			5,998			(5,998	)		-
Other comprehensive income (e)		384			164			548			575			191			766
Deficit (a,b,c,d,e)		(198,910	)		(109,354	)		(308,264	)		(193,059	)		(104,506	)		(297,565	)
Total shareholders' equity		66,251			(34,738	)		31,513			66,480			(29,848	)		36,632

Total liabilities & shareholders' equity	$	88,725		$	(33,305	)	$	55,420		$	92,573		$	(26,944	)	$	65,629

Hole #	Description	Total Depth (meters)	Assay Interval	Thickness (meters)	Gold Grade (gram/tonne)
VB10-001	North extension condemnation hole	550.7	-	No significant mineralization
VB10-002	Hole lost at 287.5	287.5	-	Assays pending
VB10-003	West extension condemnation hole	525.7	-	No significant mineralization
VB10-004	Test parallel structures & deep core zone	864.4	692.0 - 704.0	12.0	1.86
			770.5 -817.0	46.5	0.95
VB10-005	South extension condemnation hole	418.8	-	No significant mineralization
VB10-006	Test parallel structures & deep core zone	721.7	Pending	Assays pending
VB10-007	Test parallel structures & deep core zone	727.2	38.0 -48.0	10.0	0.63
			451.0 -463.0	12.0	1.08
			509.0 -526.0	17.0	1.24
			580.0 – 727.2	Assays pending
VB10-008	Test parallel structures & deep core zone	735.4	Pending	Assays pending
VB10-009	Test south extension of core zone	669.5	Pending	Assays pending
VB10-010	Pre-collar only – core hole not drilled	48	Pending	Assays pending
VB10-011	Test north extension of core zone	630.4	Pending	Assays pending

10.1	Canadian Agent Agreement
10.2	Canadian Amended and Restated Agents Agreement
10.3	United Statement Finder Agreement
10.4	Canadian Finder Agreement
23.1	Consent of Tetra Tech MM, Inc.
23.2	Consent of Mine Development Associates
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

	VISTA GOLD CORP.
	(Registrant)


Date: ~~August 6,~~November 9, 2010	By:	/s/ Michael B. Richings
		Michael B. Richings
		Executive Chairman and Chief Executive Officer


Date: ~~August 6,~~November 9, 2010	By:	/s/ Gregory G. Marlier
		Gregory G. Marlier
		Chief Financial Officer