AMENDMENTTO ARRANGEMENT AND MERGER AGREEMENT

Exhibit 10.1

AMENDMENT TO ARRANGEMENT AND MERGER AGREEMENT

THIS AGREEMENT made as of the 8th day of May, 2007

AMONG:

VISTA GOLD CORP., a company existing under the laws of the Yukon Territory with an address at Suite 5 - 7961 Shaffer Parkway, Littleton, Colorado, USA, 80127,

(“Vista”)

AND:

ALLIED NEVADA GOLD CORP., a corporation existing under the laws of Delaware with an address at 1380 Greg Street, Suite 203, Sparks, Nevada, USA, 89431,

(“Newco”)

AND:

CARL PESCIO, an individual with an address at P.O. Box 5831, Elko, Nevada, USA, 89802,

(“Carl”)

AND:

JANET PESCIO, an individual with an address at P.O. Box 5831, Elko, Nevada, USA, 89802,

(“Janet”, and together with Carl, the “Pescios”)

WITNESSES THAT WHEREAS:

A.                                   Vista, Newco, Carl and Janet are parties to an arrangement and merger agreement made as of September 22, 2006 (the “Original Agreement”); and

B.                                     the parties hereto wish to amend the Original Agreement to add (i) certain additional unpatented mining claims to Schedule B to the Original Agreement, such additional claims to form part of the “Vista Nevada Assets” as defined in the Original Agreement and (ii) certain additional unpatented mining claims to Schedule C to the Original Agreement, such additional claims to form part of the “Pescio Nevada Assets” as defined in the Original Agreement;

NOW THEREFORE, in consideration of the mutual agreements and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledge by all a parties, the parties agree as follows:

1.             Schedule B of the Original Agreement is hereby amended as follows:

The following claims are added under the heading “Hycroft Resources & Development, Inc.”:

Hycroft Mine, Humboldt County, Nevada

The following claims are added under the heading “Hycroft Resources & Development, Inc. — Hycroft Mine, Pershing County, Nevada”:

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2.             Schedule C of the Original Agreement is hereby amended as follows:

The following claims are added under the heading “Stargo Property — Nye County — Claim Names”:

ST 258 - 337

3.                                        The Original Agreement as hereby amended shall continue in full force and effect and the provisions of the Original Agreement, as hereby amended, are ratified and confirmed in all respects.

4.                                        This Agreement and the Original Agreement shall be read and construed together as if they constituted one document, provided that if there is any inconsistency between the Original Agreement and the provisions of this Agreement, the provisions of this Amending Agreement shall govern.

5.                                        This Agreement may be executed in any number of original or facsimile counterparts each of which shall be deemed to be an original, but all of which together shall constitute one and the same document.

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IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above written.

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