Royalty Agreement dated December 13, 2023, between Vista Gold Australia Pty. Ltd. and Wheaton Precious Metals (Cayman) Co

Exhibit 10.1

Execution Version

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Portions of this Exhibit (indicated with [***]) have been omitted pursuant to Item 601(b)(10)(iv) as the registrant has determined that (i) the omitted information is not material and (ii) the omitted information is the type that the Registrant treats as private or confidential.

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ROYALTY AGREEMENT

between:

WHEATON PRECIOUS METALS (CAYMAN) CO.

and

VISTA GOLD AUSTRALIA PTY. LTD.

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Dated December 13, 2023

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Exhibit 10.1

Execution Version

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TABLE OF CONTENTS

Page

Article 1 Interpretation‌3

Article 2 Royalty‌18

Article 3 FUNDING amount‌20

Article 4 Early Drop Down Option‌25

Article 5 Construction, Development and Completion‌27

Article 6 Term‌28

Article 7 Reporting; Books and Records‌28

Article 8 Covenants‌32

Article 9 Security‌36

Article 10 Representations and Warranties‌38

Article 11 Defaults and Disputes‌38

Article 12 Additional Payment Terms‌41

Article 13 General‌46

Schedule A Mining TITLES (With Map)‌A-1

Schedule B Corporate Structure and Organization Chart‌B-4

Schedule C Representations and Warranties of the payor‌C-1

Schedule D Representations and Warranties of the Payee‌D-1

Schedule E Royalty NPV Procedures‌E-1

Schedule F Codes of Conduct‌F-1

Schedule G intercreditor principles‌G-1

Schedule H Jawoyn Assumption Deed‌H-1

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ROYALTY AGREEMENT

THIS ROYALTY AGREEMENT dated as of December 13, 2023 (the “Effective Date”).

BETWEEN:

WHEATON PRECIOUS METALS (CAYMAN) CO., a company existing under the laws of the Cayman Islands

(the “Payee”)

and

VISTA GOLD AUSTRALIA PTY. LTD., ACN 117 327 509, a company existing under the laws of Australia

(the “Payor”)

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WITNESSES THAT:

WHEREAS, the Payor is a wholly-owned subsidiary of Parent Company (as defined herein) and is the 100% legal and beneficial owner of the Mining Titles (as defined herein);

AND WHEREAS, the Payor has agreed to grant to the Payee, and the Payee has agreed to accept from the Payor, a Royalty (as defined herein) with respect to the Mining Titles subject to and in accordance with the terms and conditions of this Agreement.

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties hereto, the Parties mutually agree as follows:

In this Agreement:

“Actual Throughput” means, in respect of a period, the total tonnes of ore mined, produced, extracted or otherwise recovered or derived from the Mining Titles and processed through the Mineral Processing Facilities during such period.

“Adverse Impact” means any effect, event, occurrence, amendment or other change that, when taken together with all other effects, events, occurrences, amendments or other changes, is or would reasonably be likely to:

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“Affiliate” means, in relation to any person, any other person controlling, controlled by, or under common control with such first mentioned person  (and includes a Related Body Corporate of that person).

“Agreement” means this Royalty Agreement and all attached schedules, in each case as the same may be supplemented, amended, restated, modified or superseded from time to time in accordance with the terms hereof.

“Applicable Law” means any law, regulation, decision, ordinance, code, order or other requirement or rule of law or the rules, policies, orders or regulations of any Governmental Authority, including any judicial or administrative interpretation thereof, applicable to a person or any of its properties, assets, businesses or operations.

“Approvals” means all authorizations, licences, permits (including water permits), rights (including surface and access rights), privileges, concessions, franchises, clearances, consents, orders and other approvals required to be obtained from any Governmental Authority or other person, including with respect to Environmental Governmental Requirements.

“Auditor’s Report” means a written report prepared by a national accounting firm in Canada or Australia that is independent of the Payor Group Entities and the Payee, is mutually agreeable to the Parties and has experience and expertise in determining the quantity of minerals mined, produced, extracted or otherwise recovered from mining areas, which report determines at a minimum the Royalty that the Payee was entitled to have received pursuant to this Agreement in respect of any period in dispute.

“Average Spot Price” means the average of the Spot Price for the applicable Mineral in United States dollars (or, should that quotation cease, another similar quotation acceptable to the Payor and Payee or, if they cannot agree, the matter shall be resolved in accordance with Section 11.5), for all trading days during the calendar month for which such prices were reported;

“Books and Records” means all books, records, invoices, data, documentation, weight, moisture and assay certificates, scientific and technical information, samples and other information relating to operations and activities with respect to the Mine, the Mining Titles, the Mineral Processing Facilities, Completion and the mining, treatment, processing, milling, leaching, gravity, refining, concentrating and transportation of Minerals.

“Business Day” means any day other than a Saturday or Sunday or a day that is a statutory or bank holiday under the laws of the Province of British Columbia, the Northern Territory of Australia or the Cayman Islands.

“Caveats” has the meaning given in Section 9.1.

“Change of Control” of a person means the consummation of any transaction, including any consolidation, arrangement, amalgamation or merger or any issue, Transfer or acquisition of voting

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shares, the result of which is that any other person or group of other persons acting jointly or in concert for purposes of such transaction: (i) becomes the beneficial owner, directly or indirectly, of 50% or more of the voting shares of such person, measured by voting power rather than number of shares; or (ii) acquires control of such person.

“Collateral” means the real and personal property that is subject to the Security.

“Completion” means, with respect to a Completion Period, the achievement of Actual Throughput for such Completion Period being equal to or greater than 90% of the Target Throughput multiplied by the number of days in such Completion Period.

“Completion Certificate” has the meaning set out in Section 5.1(b).

“Completion Period” means a period of 90 consecutive days during which period a Completion Test has been performed in accordance with Section 5.1.

“Completion Test” has the meaning set out in Section 5.1(a).

“Confidential Information” has the meaning set out in Section 7.5(a).

“Denehurst Royalty” means the royalty deed dated December 3, 1992 between Zapopan NL (a subsidiary of Pegasus Gold Australia Pty Ltd.) and Denehurst Limited, as subsequently varied, providing for the grant of a royalty payable to Denehurst Limited equal to 5.0% of the gross value of any gold or other metals commercially extracted from mineral claims MCN 356 to 375 and MCN 563 or any part thereof, such mineral claims being within mineral leases ML 1070 and ML 1071 of Northern Territory, Australia.

“Disclosing Party” has the meaning set out in Section 7.5(a).

“Dispute” means any and all questions, claims, controversies, or disputes arising out of or relating to the validity, construction, interpretation, meaning, performance, effect or breach of any one or more of this Agreement and any Transaction Document, or the rights and liabilities arising hereunder or thereunder.

“Dispute Notice” has the meaning set out in Section 11.4(a).

“Drop Down Date” means, provided that the Early Drop Down Closing has not occurred, the first date on which the total amount of gold contained in Minerals that have been delivered to an Offtaker, and in respect of which the Payee has received payment of the Royalty under this Agreement, equals or exceeds 3,470,000 ounces.

“Early Drop Down Closing” has the meaning set out in Section 4.1(a).

“Early Drop Down Option” has the meaning set out in Section 4.1(a).

“Early Drop Down Trigger Event” has the meaning set out in Section 4.1(a).

“Effective Date” means the date of this Agreement.

“EL” means exploration license.

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“Encumbrances” means all mortgages, charges, caveats, assignments, hypothecs, pledges, security interests, liens, movable assets securities, trusts, easements, restrictions, patent or other reservation in minerals, royalty claims, and other encumbrances and adverse claims of every nature and kind.

“Environmental Governmental Requirements” mean Applicable Laws relating to pollution or protection of the environment or any natural resource, archaeological preventive programs or occupational or public health or safety, including Applicable Laws relating to emissions, discharges, or releases of pollutants, contaminants, chemicals or substances (whether ordinary, industrial, toxic or hazardous) or wastes into the environment (including ambient air, atmosphere, fauna, flora, surface water, ground water, aquifers, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, management, treatment, storage, disposal, transport or handling of pollutants, contaminants, chemicals or substances (whether ordinary, industrial, toxic or hazardous) or wastes, which are applicable to the Mine or the assets owned, controlled or managed by the Payor or to the activities at any time of the Payor.

“Event of Default” has the meaning set out in Section 11.1.

“Expert” means a person of appropriate reputation, standing and relevant experience in accounting who has no direct or indirect personal interest in the outcome of the dispute or the issue in respect of which they are consulted pursuant to this Agreement, agreed to by the Parties or failing agreement within five Business Days after the Parties commencing discussions to select an Expert, nominated by the Chair of the Resolution Institute (at the request of either the Payor or Payee).

“Feasibility Study” means a Feasibility Study (as such term is defined in NI 43-101) relating to the Mine to be developed, as it may be subsequently amended without the prior written consent of the Payee, provided, however, that the prior written consent of the Payee shall be obtained for any amendment that could reasonably be expected to have an Adverse Impact.

“Financial Indebtedness” means any indebtedness or obligation for the payment of money or similar obligation, including any obligation in respect of:

and irrespective of whether the debt or liability:

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but excluding:

“First Instalment Date” has the meaning set out in Section 3.2(a).

“First Instalment Payment” has the meaning set out in Section 3.2(a).

“Funding Amount” has the meaning set out in Section 3.1.

“General Security Agreement" has the meaning set out in Section 9.1.

“Gold Market Price” means, with respect to any day, the per ounce LBMA Gold Fixed Price PM in U.S. dollars published by the London Bullion Market Association on such day or the immediately preceding trading day if such day is not a trading day; provided that if for any reason, the London Bullion Market Association is no longer in operation or the price of gold is not confirmed, acknowledged by or quoted by the London Bullion Market Association, the Gold Market Price shall be determined by reference to the price of gold on another commercial exchange mutually acceptable to the Parties, acting reasonably.

“Governmental Authority” means any federal, state, departmental, provincial, national, territorial, regional, municipal or local government, agency, department, ministry, authority, tribunal, commission, official, court, stock exchange or securities commission.

“Gross Revenue” has the meaning set out in Section 2.2.

“GST Amount” has the meaning set out in Section 12.5(a).

“Hedging Activities” means any and all activities by which the Payor (i) sells or disposes of Minerals by entering into Offtake Agreements or engaging in any sales or dispositions of Minerals, in any case, for other than market-based prices determined in a manner consistent with customary quotational periods in industry standard offtake agreements for similar types of minerals; (ii) engages in any commodity futures trading, forward sale and/or purchase contracts, options trading or metals trading; (iii) engages in price protection transactions, arrangements and mechanisms or speculative purchases and sales of forward, futures and option contracts; (iv) engages in any other hedging transactions or arrangements similar to those referred to in clauses (i), (ii), and (iii) of this definition; or (v) engages in any combination of the foregoing. If the Payor and the Payee cannot agree on whether a particular arrangement falls within the definition of “Hedging Activities”, then the matter shall be resolved in accordance with Section 11.5.

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“including” or “includes” means including without limitation or includes without limitation.

“Indebtedness Currency” has the meaning set out in Section 12.7.

“Insolvency Event” means, in relation to any person, any one or more of the following events or circumstances:

“Jawoyn 2006 Deed of Variation” means the Deed of Variation, Adoption and Release dated March 1, 2006, among, Northern Territory of Australia, Yimuyn Manjerr (Investments) Pty Ltd., Yilgarn Gold Limited, Vallance Holdings Pty Ltd., Pegasus Gold Australia Pty Ltd., Vista Gold Australia Pty Ltd., Vista Gold Corp., Jawoyn Association Aboriginal Corporation, Barnjarn Aboriginal Corporation.

“Jawoyn 2016 Deed of Variation” means the deed of agreement to vary conditions dated August 16, 2016 between Jawoyn Association Aboriginal Corporation, Barnjarn Aboriginal Corporation, Vista Gold Australia Pty Ltd and Vista Gold Corp which provides for, inter alia, the grant of royalties payable to Jawoyn Association with respect to exploration licenses EL 29882 and EL 29886, , equal to: (A) 1% of the gross value of all gold and silver produced; and (B) 1% of the net smelter return of all minerals other than gold and silver produced.

“Jawoyn 2020 Deed of Variation” means the deed of variation dated November 27, 2020 between Jawoyn Association Aboriginal Corporation, Barnjarn Aboriginal Corporation, Vista Gold Australia Pty Ltd. and Vista Gold Corp which provides for, inter alia, the grant of royalties payable to Jawoyn Association with respect to mineral leases ML 1070, ML 1071, ML 1127, and ML 31525, equal to: (A) 1% of the gross value of all gold and silver produced, plus a sliding-scale gross

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process production royalty that varies between 1/8% and 2% depending on gold price and foreign exchange rates; and (B) 1% of the net smelter return of all minerals other than gold and silver produced, subject to a minimum payment of $50,000.

“Jawoyn Agreements” means the Jawoyn 2016 Deed of Variation, the Jawoyn 2020 Deed of Variation and the Jawoyn Original Deeds.

“Jawoyn Association” means Jawoyn Association Aboriginal Corporation ICN 373.

“Jawoyn Assumption Deed” means the assumption deed between Jawoyn Association Aboriginal Corporation, Banjarn Aboriginal Corporation, Vista Gold Corp., the Payor and the Payee to be entered into in accordance with Section 9.1(a)(iii).

“Jawoyn Original Deeds” means: (i) the Northern Territory of Australia Deed dated January 28, 1993, among the Northern Territory of Australia, Zapopan NL and Jawoyn Association Aboriginal Corporation; (ii) the Northern Territory of Australia Deed of Variation dated March 5, 1993, among the Northern Territory of Australia, Zapopan NL and Jawoyn Association Aboriginal Corporation; (iii) the Northern Territory of Australia Deed dated July 22, 1993, among the Northern Territory of Australia, Zapopan NL, Jawoyn Association Aboriginal Corporation and Barnjarn Aboriginal Corporation; (iv)  the Deed dated November 11, 1996, among Barnjarn Aboriginal Corporation, Jawoyn Association Aboriginal Corporation and Pegasus Gold Australia Pty Ltd.; and (v) the Deed of Variation, Adoption and Release: Jawoyn Agreements dated March 1, 2006, among, Northern Territory of Australia, Yimuyn Manjerr (Investments) Pty Ltd., Yilgarn Gold Limited, Vallance Holdings Pty Ltd., Pegasus Gold Australia Pty Ltd., Vista Gold Australia Pty Ltd., Vista Gold Corp., Jawoyn Association Aboriginal Corporation, Barnjarn Aboriginal Corporation.

“Judgment Currency” has the meaning set out in Section 12.7.

“Lender Event” means any one or more of the following events or circumstances:

“Losses” means all claims, demands, proceedings, fines, losses, damages, liabilities, obligations, deficiencies, costs and expenses (including all legal and other professional fees and disbursements, interest, penalties, judgment and amounts paid in settlement of any demand, action, suit, proceeding, assessment, judgment or settlement or compromise), including any Taxes payable in respect thereof, in connection with or in respect of any breach or default by the other Party.

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“Mine” means the mining project commonly referred to as the Mt Todd Project, located in Northern Territory, Australia.

“Mine Data” has the meaning set out in Schedule C.

“Mineral Processing Facilities” means any mill, ore concentrator, smelter, refinery or other processing facility to be developed, constructed, owned or operated by any Payor Group Entity located on the Mining Titles.

“Mineral Titles Act” means the Mineral Titles Act 2010 (NT).

“Minerals” means any and all ore and marketable metal bearing material or product in whatever form or state that is mined, produced, extracted or otherwise recovered or derived from the Mining Titles, including any such material or product derived from any processing or reprocessing of any tailings, stockpiles, waste rock or other waste products originally derived from the Mining Titles, and including ore and any other products requiring further milling, processing, smelting, refining or other beneficiation of Minerals, including saleable Minerals.

“Mining Titles” means:

whether any of the foregoing is acquired or obtained before or after the date of this Agreement.

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“ML” or “MLN” means mineral license.

“Monthly Report” means a written report, in relation to any calendar month, detailing:

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“Mortgage” has the meaning set out in Section 9.1(a).

“NI 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators, or any successor instrument, rule or policy.

“Offtake Agreement” means any refining, smelting, brokering, sales, marketing and/or processing agreement entered into by the Payor with an Offtaker with respect to one or more shipments of Minerals, which agreement shall be on commercially reasonable arm’s length terms and conditions for the relevant Minerals and shall include industry standard reporting and payment settlement protocols and provisions that require the delivery of settlement sheets evidencing the amount and grade of Minerals delivered or sold to the applicable Offtaker.

“Offtaker” means a smelter, mint, refiner, processor, purchaser or other recipient of Minerals, provided such entity is not a Payor Group Entity.

“Offtaker Charges” means any refining charges, treatment charges, penalties, insurance charges, transportation charges, settlement charges, weight franchise charges, financing charges or price participation charges, or other charges, penalties or deductions that may be charged or levied by an Offtaker, regardless of whether such charges, penalties or deductions are expressed as a specific metal deduction, a percentage or otherwise.

“Other Minerals” means ores or other minerals mined, produced, extracted or otherwise recovered from properties that are not one of or do not constitute part of the Mining Titles, whether such properties are owned by Payor Group Entities or otherwise.

“Outside Completion Date” means April 1, 2028.

“Parent Company” means Vista Gold Corp.

“Parties” means the parties to this Agreement.

“Payee Cash Account” has the meaning set out in Section 2.1(c).

“Payor Group Entities” means the Payor, the Parent Company and each of their respective wholly-owned subsidiaries.

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“Permitted Encumbrances” means any Encumbrance in respect of the Mining Titles constituted by the following:

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“person” means and includes a Party, individuals, corporations, bodies corporate, limited or general partnerships, joint stock companies, limited liability corporations, joint ventures, associations, companies, trusts, banks, trust companies, Governmental Authority or any other type of organization, whether or not a legal entity.

"PPSA" means the Personal Property Securities Act 2009 (Cth).

"PPSR" means the register established under the PPSA.

“Prepay Transaction” means an arrangement, other than a Stream Equivalent Transaction, that involves a prepayment with respect to metal to be delivered (or its value to be settled in cash) in the future. For greater certainty, the sale or delivery of Minerals pursuant to an Offtake Agreement shall not constitute a “Prepay Transaction”, provided there is not an upfront payment made in respect of the underlying value of the Minerals other than customary provisional settlement.

“Prime” [***]

“Project Financing” means any loan facility or other financing arrangement provided by Project Lenders the proceeds of which are used to develop, expand, construct or operate the Mine, including any refinancing thereof that does not increase the outstanding principal amount thereof at the time of refinancing, and that contains customary terms and conditions for mining projects similar in nature to the Mine, but excluding a Prepay Transaction.

“Project Lenders” means any reputable and recognized banking or financial institution, Offtaker, equipment lease provider or export credit agency that provides any Project Financing, excluding any Payor Group Entity or any Affiliate of a Payor Group Entity.

“Rate of Exchange” has the meaning set out in Section 12.7.

“Receiving Party” has the meaning set out in Section 7.5(a).

“Refined Gold” means marketable metal bearing material in the form of gold that is refined to standards meeting or exceeding commercial standards for the sale of refined gold.

"Related Body Corporate" has the meaning given in the Corporations Act 2001 (Cth).

“Relevant Jurisdictions” has the meaning set out in Section 3.2(a)(vi);

“Reserves” means proven and probable reserves as defined and incorporated under NI 43-101.

“Resolution Institute” means the Resolution Institute ACN 008 651 232 of Level 2, 13-15 Bridge Street, Sydney NSW 2000, or such other entity succeeding or replacing that entity.

“Resources” means measured, indicated and inferred resources as defined and incorporated under NI 43-101.

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“ROFR Interest” means a Stream Equivalent Transaction or a Prepay Transaction entered into by a Payor Group Entity in respect of any ROFR Metals.

“ROFR Metals” means any precious metal in whatever form or state that are mined, produced, extracted or otherwise recovered or derived from:

“ROFR Offer” has the meaning set out in Section 8.7(a).

“Royalty” has the meaning set out in Section 2.1.

“Royalty NPV” has the meaning set out in Section 11.3(d).

“Second Instalment Payment” has the meaning set out in Section 3.3(a).

“Second Instalment Payment Date” has the meaning set out in Section 3.3(a).

“Security” has the meaning set out in Section 9.1(a).

“Spot Price” means (i) in the case of gold, the Gold Metal Price; (ii) in the case of silver, the price of silver in U.S. dollars quoted by the London Bullion Market Association (currently administered independently by ICE Benchmark Administration) and (iii) in the case of other Minerals, the price per unit in U.S. dollars for the relevant Mineral as quoted in “Platts Metals Daily”. If for any reason the London Bullion Market Association is no longer in operation or the spot price of any Mineral is not quoted by the London Bullion Market Association or in Platts Metals Daily, as applicable, the “Spot Price” of such Refined Metal shall be determined by reference to the price of such Mineral on another commercial exchange mutually acceptable to the Parties, acting reasonably.

“Stamp Duty” means any stamp duty or similar charge imposed by any Governmental Authority and includes any interest, fine, penalty, charge or other amount in respect of the above.

“Stream Equivalent Transaction” means the sale or delivery of any ROFR Metals, or the payment of any consideration measured, quantified or calculated based on, in whole or in part, any ROFR Metals, pursuant to a streaming transaction, royalty transaction, prepayment of metals agreement or a similar transaction, the primary purpose of which is to provide a right to receive ROFR Metals or their values (or to receive metals or minerals from elsewhere but calculated with reference to ROFR Metals or their values) in exchange for upfront payment. For greater certainty, the sale or delivery of Minerals pursuant to any Offtake Agreement shall not constitute a Stream Equivalent Transaction, provided there is not an upfront payment made in respect of the underlying value of the Minerals other than customary provisional settlement.

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“Target Throughput” means 15,000 tonnes/day, or such other higher design throughput of the Mineral Processing Facilities (expressed in tonnes/day) as set out in the Feasibility Study.

“Tax” or “Taxes” means all taxes, assessments and other charges, duties, and impositions, including any interest, penalties, tax instalment payments or other additions that may become payable in respect thereof, imposed by any Governmental Authority, which taxes shall include all income or profits taxes (including federal, provincial, territorial, and state income taxes), remittance taxes, minimum tax, non resident withholding taxes, sales and use taxes, branch profit taxes, value added taxes, ad valorem taxes, excise taxes, franchise taxes, royalties, mining royalty taxes, mining or mineral taxes, gross receipts taxes, business licence taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, transfer taxes, land transfer taxes, capital taxes, extraordinary income taxes, surface area taxes, property taxes, asset transfer taxes, Stamp Duty and other charges and obligations of the same or of a similar nature to any of the foregoing.

“Third Instalment Payment” has the meaning set out in Section 3.4(a).

“Third Instalment Payment Date” has the meaning set out in Section 3.4(a).

“Third Party Agreement” has the meaning set out in Section 8.7(c).

“Third Party Offer” has the meaning set out in Section 8.7(a).

“tonnes” means dry metric tonnes.

“Transaction Documents” means this Agreement, the Mortgage and each other document to be executed and delivered to the Payee in connection with this Agreement.

“Transfer” means to sell, transfer, assign, convey, dispose or otherwise grant a right, title or interest (including a joint venture interest or an expropriation or other Transfer required or imposed by law or any Governmental Authority, whether voluntary or involuntary), or to abandon, surrender or otherwise relinquish a right, title or interest.

“Vendor” has the meaning set out in Section 8.7(a).

A Party is strictly liable under any obligation to (i) ensure an action, event or circumstance occurs or exists, or does not occur or exist; or (ii) cause an action, event or circumstance to occur, exist, not occur or not exist. For greater certainty, such obligation shall not be reduced or limited in any manner even if such Party cannot control such action, event or circumstance, or cannot control a person who is able to control such action, event or circumstance.

Any reference in this Agreement to a statute or a regulation or rule promulgated under a statute or to any provision contained therein shall be a reference to the statute, regulation, rule or provision as may be amended, restated, re enacted or replaced from time to time.

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Headings of Sections are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

The Parties hereby agree that any rule of construction to the effect that any ambiguity is to be resolved against the drafting Party shall not be applicable in the interpretation of this Agreement.

Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

In this Agreement, a period of days shall be deemed to begin on the first day after the event which began the period and to end at 5:00 p.m. (Pacific Time) on the last day of the period. If, however, the last day of the period does not fall on a Business Day, the period shall terminate at 5:00 p.m. (Pacific Time) on the next Business Day.

Unless specified otherwise in this Agreement, all statements or references to dollar amounts in this Agreement are to U.S. dollars.

The following schedules are attached to and form part of this Agreement:

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In consideration for the promises and covenants of the Payor contained in this Agreement, including the grant of the Royalty and obligation to make the Royalty payments, the Payee hereby agrees, subject to the satisfaction or waiver of the applicable conditions set forth in this Section 3.1, to pay to the Payor, in three instalments as provided for in this Section 3.1, $20,000,000 (the “Funding Amount”), with each instalment thereof to be paid in cash by wire transfer of immediately available funds to a bank account in the name of the Payor or as directed by the Payor notified to the Payee at least three Business Days prior to the date of the applicable payment.

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The Funding Amount shall be used by the Payor Group Entities only for the purposes of advancing the Mine and general corporate purposes, which, for greater certainty shall exclude:

Each Party shall use all reasonable commercial efforts and take all reasonable action as may be necessary or advisable to satisfy and fulfil all the conditions precedent set forth in Sections 3.2, 3.3 and 3.4 promptly as reasonably practicable. The Parties will co-operate in exchanging such information and providing such assistance as may be reasonably required in connection with the foregoing. In the event that the First Instalment Payment, Second Instalment Payment or Third Instalment Payment would otherwise be due and payable in accordance with Sections 3.2(a), 3.3(a) or 3.4(a), as applicable, at any time that the conditions set forth in Sections 3.2(a), 3.3(a) or 3.4(a), as applicable, have not been satisfied in full, such First Instalment Payment, Second Instalment Payment or Third Instalment Payment shall be deferred until 10 Business Days following the earlier of satisfaction of all such conditions and the achievement of Completion. The obligations of Payor under this Agreement, including under Article 2, shall continue despite such deferral.

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For illustrative purposes, if the Royalty percentage immediately prior to the Early Drop Down Closing is 1.0% of Gross Revenue, then, upon the Early Drop Down Closing, the Royalty percentage will be reduced to 0.67% of Gross Revenue.

P x (1 + r)^c/12 – P

where:

P = the portion of the Funding Amount or such other amount for which an IRR is being determined;

c = the number of months in the period for which an IRR is being determined; and

r = the applicable IRR for the period.

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If Completion has not been achieved on or prior to the Outside Completion Date, the Royalty percentage in effect immediately prior to the Outside Completion Date shall be increased by 0.13% of Gross Revenue (subject to adjustment as set out below) on the Outside Completion Date, and thereafter the Royalty percentage in effect immediately prior to each anniversary of the Outside Completion Date will be increased by a further 0.13% of Gross Revenue (subject to adjustment as set out below) on such anniversary date if Completion has not been achieved on or prior to such anniversary date, up to a maximum Royalty percentage of 2.0% of Gross Revenue (or 1.33% of Gross Revenue if either the Drop Down Date or the Early Drop Down Closing has occurred). Each such increase to the Royalty percentage shall be adjusted as follows (rounded to the nearest second decimal):

If either the Drop Down Date or the Early Drop Down Closing has occurred, all references in this Section 5.2 to “0.13%” shall be changed to “0.087%”.

For greater certainty, such increase to the Royalty percentage shall be added to the Royalty percentage in effect immediately prior to such adjustment, not multiplied. For illustrative purposes: (x) if neither the Drop Down Date nor the Early Drop Down Closing has occurred and the Royalty percentage immediately prior to the Outside Completion Date is 1.0% of Gross Revenue, then, if Completion has not been achieved on

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or prior to the Outside Completion Date, the Royalty percentage will be increased on the Outside Completion Date to 1.13% of Gross Revenue (subject to the adjustment as set out above); and (y) if the Royalty percentage immediately prior to the Outside Completion Date is 0.67% of Gross Revenue, then, if Completion has not been achieved on or prior to the Outside Completion Date, the Royalty percentage will be increased on the Outside Completion Date to 0.76% of Gross Revenue (subject to the adjustment as set out above).

The term of this Agreement shall commence on the Effective Date and continue in perpetuity, subject to the right of the Payee to terminate this Agreement in accordance with Section 3.2(c) or Section 11.2(a)(ii).

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The Payor shall keep true, complete and accurate Books and Records to enable the Payee to confirm compliance with the terms and conditions of this Agreement, including the determination of Gross Revenue and whether Completion has been achieved. The Payor shall provide copies to the Payee of, and permit the Payee and its authorized representatives and agents to perform audits, reviews and other examinations of, such Books and Records from time to time, at such reasonable times as the Payee may request upon reasonable notice.

The Payor shall, and shall cause the other Payor Group Entities to, prepare technical reports on the Mining Titles in compliance with NI 43-101 (or any applicable equivalent standard) as and when required by Applicable Law. The Payor shall provide to the Payee an advance draft copy of any technical report on the Mining Titles prepared in compliance with NI 43-101 (or any applicable equivalent standard) before it is filed on SEDAR+ or EDGAR or otherwise publicly announced, and in any event not less than five Business Days before it is so filed. If the Mining Titles are a material property of the Payee in accordance with NI 43-101, at the written request of the Payee and at the Payee’s cost, the Payor shall provide to the Payee:

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Subject at all times to the workplace rules and supervision of the Payor, and provided any rights of access do not interfere with any exploration, development, mining or processing work conducted on the Mining Titles, the Payor hereby grants to the Payee and its representatives and agents, at reasonable times and upon reasonable notice and at the Payee’s sole risk and expense, the right to access and physically inspect the Books and Records, the Mining Titles and the Mineral Processing Facilities, in each case to monitor the Payor’s mining and processing operations on the Mining Titles, to confirm compliance with the terms and conditions of this Agreement, confirm whether Completion has been achieved, or to otherwise monitor and review mining and processing operations.

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The Payor shall not and shall not cause the Payor Group Entities to terminate, replace, amend or otherwise vary any of the policies set forth in (i) above except as considered necessary or appropriate to adhere to higher standards or practices.

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The Payor shall do all things necessary or advisable to maintain its corporate existence and to obtain, and once obtained, maintain all Approvals necessary to carry on its business and own its assets in each jurisdiction in which it carries on business or in which its assets are located.

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For greater certainty, if any such Mining Titles are re-acquired by any Payor Group Entity, such Mining Titles shall be deemed to be part of the Mining Titles upon such re-acquisition (provided that they continue to meet the criteria of Mining Titles as set out in the definition of “Mining Titles”).

The Payor shall not Transfer or otherwise cease to hold (other than as contemplated by Section 8.5(b)) all or any part of its beneficial and legal title to the Mining Titles unless the transferee executes and delivers to the Payee a deed of covenant, in form and substance satisfactory to the Payee, acting reasonably, whereby the transferee assumes in favour of the Payee the Royalty and all other obligations and liabilities of the Payor under this Agreement and the other Transaction Documents, to the extent of such Transfer.

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in each case in form and substance satisfactory to the Payee, acting reasonably, to preserve and protect its rights hereunder; provided:

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The Payor, acknowledging that the Payee is entering into this Agreement in reliance thereon, hereby jointly and severally make, as of the date of execution of this Agreement, the representations and warranties to the Payee set forth in Schedule C. Such representations and warranties shall be deemed to be repeated (on the date of the relevant certificate) to the extent that they are certified to be true and correct in a certificate delivered by the Payor pursuant to Section 3.2(a)(ix), Section 3.3(a)(vi) or Section 3.4(a)(iv).

The Payee, acknowledging that the Payor entering into this Agreement in reliance thereon, hereby makes, as of the date of execution of this Agreement, the representations and warranties to the Payor set forth in Schedule D.

The representations and warranties set forth above shall survive the execution and delivery of this Agreement.

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Where any representation or warranty contained in this Agreement is expressly qualified by reference to the “knowledge” of the Payor, it shall be deemed to refer to the actual knowledge of any director or officer of the Payor, and all knowledge which such persons would have if such person made due enquiry into the relevant subject matter having regard to the role and responsibilities of such person as an officer of the Payor, as applicable.

Each of the following events or circumstances constitutes an event of default (each, an “Event of Default”):

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Subject to Section 12.2(a), if a Dispute arises between the Parties (and for this purpose any of the Payor Group Entities involved in the Dispute shall be deemed to be one Party, and the Payee the other Party), including with respect to an Auditor’s Report, the Parties shall promptly and in good faith attempt to resolve such Dispute through negotiations conducted in the following manner:

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All cash payments due by one Party to another under this Agreement shall be made in U.S. dollars, except as otherwise expressly provided herein, and shall be made by wire transfer in immediately available funds to the bank account or accounts designated by the other Party in writing from time to time.

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(the “Notification Requirement”).

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In the event that any new Tax is implemented, or there shall occur any revision in, implementation of, amendment to or interpretation of any existing Tax, in each case that has an adverse effect on any of the Parties or any of their Affiliates in respect of the transactions contemplated by this Agreement, then the Payor on the one hand, and the Payee on the other hand, agree that they shall negotiate in good faith with each other to amend this Agreement so that the other Parties and their Affiliates are no longer adversely affected by any such enactment, revision, implementation, amendment or interpretation, as the case may be; provided that any amendment to this Agreement shall not have any adverse impact on the Payor and its Affiliates on the one hand, and the Payee and its Affiliates on the other hand.

Any payment of the Royalty not made within the time period provided for such payment of the Royalty shall accrue interest at the annual rate of Prime plus [***]%commencing as of the date such amount first became past due (which shall be deemed to be the date of termination of this Agreement in the event an amount is owed as a result of Section 11.2(a)(i) and the date any Loss is first suffered or incurred in the event an amount is owed as a result of Section 11.3(a)). Interest shall be calculated, compounded and paid monthly.

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Any dollar amount not paid when due by a Party may be set off by the other Party against any dollar amount owed to such Party by the other Party.

If, for the purpose of obtaining or enforcing judgment against any party in any court in any jurisdiction, it becomes necessary to convert into a particular currency (the “Judgment Currency”) an amount due in another currency (the “Indebtedness Currency”) under this Agreement, that conversion will be made at the rate of exchange, which shall be that at which, in accordance with its normal banking procedures, the non defaulting party could purchase the Indebtedness Currency with the Judgment Currency on the Business Day immediately preceding the date on which judgment is given (or if received on a day other than a Business Day, on the next succeeding Business Day), or, if permitted by law, on the day on which the judgment is paid or satisfied (the “Rate of Exchange”). If, as a result of a change in the Rate of Exchange between the date of judgment and the date of actual payment, the conversion of the Judgment Currency into Indebtedness Currency results in the non defaulting party receiving less than the full amount of Indebtedness Currency payable to the non defaulting party, the defaulting party agrees to pay the non defaulting party an additional amount (and in any event not a lesser amount) as may be necessary to ensure that the amount received is not less than the full amount of Indebtedness Currency payable by the defaulting party on the date of judgment. Any additional amount due under this Section 12.7 will be due as a separate debt, gives rise to a separate cause of action, and will not be affected by judgment obtained for any other sums due under this Agreement.

Each Party shall execute all such further instruments and documents and do all such further actions as may be necessary to effectuate the documents and transactions contemplated in this Agreement, in each case at the cost and expense of the Party requesting such further instrument, document or action, unless expressly indicated otherwise.

Nothing herein shall be construed to create, expressly or by implication, a joint venture, mining partnership, commercial partnership, agency relationship, fiduciary relationship, or other partnership relationship between the Payee and the Payor Group Entities.

Except for matters of title relating to the Mining Titles or any dealings with the Mining Titles, which will be governed by the laws in force in the Northern Territory of Australia, this Agreement shall be construed, interpreted and enforced in accordance with, and the respective obligations of the Parties shall be governed by, the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of laws principles, and each Party hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of such Province and all courts competent to hear appeals therefrom.

The United Nations Vienna Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

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All costs and expenses incurred by a Party in considering whether to provide a consent contemplated under this Agreement or an amendment or waiver requested by any other Party, shall be for the account of such other Party. All costs and expenses in connection with the registration and perfection of security in accordance with this Agreement (including any Stamp Duty or Taxes) and any Stamp Duty in connection with the execution and delivery of this Agreement, shall be for the account of the Payor. Payor shall cause any relevant lodgements, notifications and payments relating to any such Stamp Duty to be made to the relevant Governmental Authority. Payor shall not be responsible for any Taxes or any Stamp Duty that may be applicable in connection with (i) the acquisition of any Mining Titles by the Payee pursuant to Section 8.5(b)(i), (ii) any assignment by the Payee of its rights pursuant to Section 8.7(d) or (iii) any Transfer of this Agreement by the Payee pursuant to Section 13.12. Subject to the foregoing and except as otherwise expressly set out in this or any other Agreement, all costs and expenses incurred by a Party shall be for its own account.

Without limiting any other provision of this Agreement, the following provisions shall survive termination of this Agreement: Sections 7.2, 7.5, 11.2, 11.3, 11.4, 11.5, 12.1, 12.2, 12.4, 12.5 and 12.7 and such other provisions of this Agreement as are required to give effect thereto.

Any notice or other communication (in each case, a “notice”) required or permitted to be given hereunder shall be in writing and shall be delivered by hand addressed to:

Vista Gold Corp.
8310 S. Valley Hwy, Suite 300
Englewood, CO 80112

Attention:Chief Executive Officer

And

Vista Gold Australia Pty. Ltd.

Suite 16, Level 3, 201 New South Head Road

Edgecliff, New South Wales 2027

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Attention:[***], Director

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Wheaton Precious Metals (Cayman) Co.

Suite 300 – 94 Solaris Avenue
PO Box 1791 GT
Grand Cayman, Cayman Islands
KY1-1109

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Attention:President

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Any notice given in accordance with this Section 13.6, shall be deemed to have been received when delivered.

Notwithstanding the foregoing, the Parties agree that a notice to be given pursuant to this Agreement shall be in writing and may be sent in accordance with the foregoing or may also be sent by electronic mail to the following email address:

Either Party may change its email or physical address for delivery of notices from time to time by notice given in accordance with the foregoing and any subsequent notice shall be sent to the Party at its changed address.

The Parties shall jointly plan and coordinate, and shall cause their respective Affiliates to jointly plan and coordinate, any public notices, press releases, and any other publicity concerning this Agreement and the transactions contemplated by this Agreement unless a Party (or its Affiliate) is required to make such disclosure pursuant to Applicable Law in circumstances where prior consultation with the other Party is not practicable. To the extent reasonably practicable, a copy of such disclosure shall be provided to the other Party at such time as it is made publicly available.

This Agreement may not be changed, amended or modified in any manner, except pursuant to an instrument in writing signed on behalf of the Payor and the Payee.

This Agreement is for the sole benefit of the Parties and their successors and permitted assigns and, except as expressly contemplated herein, nothing herein is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature or kind whatsoever under or by reason of this Agreement.

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the Parties with respect thereto.

Any waiver of, or consent to depart from, the requirements of any provision of this Agreement shall be effective only if it is in writing and signed by the Party giving it, and only in the specific instance and for the specific purpose for which it has been given. No failure on the part of any Party to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver of such right. No single or partial exercise of any such right shall preclude any other or further exercise of such right or the exercise of any other right.

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This Agreement shall enure to the benefit of and shall be binding on and enforceable by the Parties and their respective successors and permitted assigns. The Payee shall be entitled at any time and from time to time to Transfer all or any part of this Agreement without the prior written consent of the other Parties; provided that prior to the time that the Funding Amount has been paid in full, no such Transfer shall release the Payee from its obligations under this Agreement. The Payee shall be entitled at any time and from time to time to grant or allow to exist an Encumbrance in respect of this Agreement in favour of its lenders.

If a provision of this Agreement is wholly or partially invalid or unenforceable in a jurisdiction:

It is hereby declared to be the intention of the Parties that this Agreement would have been executed without reference to any portion which may, for any reason, hereafter be declared or held invalid.

This Agreement may be executed in any number of counterparts and by electronic delivery and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic symbol or process attached to this Agreement and adopted by a party with the intent to sign this Agreement, including facsimile or email electronic signatures. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or by sending a scanned copy by electronic mail shall be effective as delivery of a manually executed counterpart of this Agreement.

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IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year first written above.

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VISTA GOLD CORP.

CODE OF BUSINESS CONDUCT AND ETHICS

(Adopted on December 19, 2003, as amended on March 2, 2009, March 5, 2013,

March 4, 2014, April 26, 2016, March 5, 2017, March 4, 2018 and August 7, 2020)

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THIS CODE APPLIES TO EVERY DIRECTOR, OFFICER (INCLUDING OUR CHIEF EXECUTIVE OFFICER (“CEO”) AND CHIEF FINANCIAL OFFICER (“CFO”)), AND EMPLOYEE OF VISTA GOLD CORP. AND ITS AFFILIATED ENTITIES (COLLECTIVELY, THE “COMPANY”).  THE TERM “EMPLOYEE” INCLUDES ANY INDIVIDUAL THAT IS PAID ON THE COMPANY PAYROLL.

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To memorialize the Company’s fundamental principles of honesty, loyalty, fairness, forthrightness and use of common sense in general, we have established this Code of Business Conduct and Ethics (this “Code”).  As an integral part of our policy to manage our Company with full transparency and in the best interests of shareholders and other stakeholders, this Code strives to deter wrongdoing, and promote the following six objectives:

Below, we discuss situations that require application of our fundamental principles and promotion of our objectives.  If there is a conflict between this Code and a specific procedure, you should consult the CEO, or another officer as may be designated from time to time (the CEO or any such designated officer, the “Designated Officer”), for guidance.

ACCOUNTABILITY FOR COMPLIANCE WITH THIS CODE

Each of the Company’s directors, officers and employees is expected to:

Understand.  The Company expects YOU to understand the requirements of your position including company expectations and governmental rules and regulations that apply to your position.

Comply.  The Company expects YOU to comply with this Code and all applicable laws, rules and regulations.

Report.  The Company expects YOU to report any violation of this Code of which you become aware.

Be Accountable.  The Company holds YOU accountable for complying with this Code.

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Vista Gold Corp.

Code of Business Conduct and Ethics – August 2020

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TABLE OF CONTENTS

Accounting Policies‌3

Anti-Boycott and U.S. Sanctions Laws‌3

Bribery AND CORRUPTION‌3

Compliance with Laws, Rules and Regulations‌4

Computer and Information Systems‌5

Confidential Information Belonging to Others‌5

Confidential and Proprietary Information‌6

Conflicts of Interest‌7

Corporate Opportunities and Use and Protection of Company Assets‌8

Discipline for Noncompliance with this Code‌9

Disclosure Policies and Controls‌9

Health, Safety, Environment and Social Responsibility‌10

Fair Dealing with Others‌10

Filing of Government Reports‌10

Insider Trading or Tipping‌10

Investor Relations and Public Affairs‌11

Non-Retaliation for Reporting‌12

Political Contributions‌12

Prohibited Substances‌12

Record Retention‌14

Relations Among Employees: Respect and Contribution‌14

Reporting of Code Violations‌15

Anonymous Reporting‌16

Waivers‌16

Amendments and Modifications of this Code‌16

Conclusion‌16

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Accounting Policies

The Company will make and keep books, records and accounts, which in reasonable detail accurately and fairly present the transactions and disposition of the assets of the Company.

All directors, officers, employees and other persons are prohibited from directly or indirectly falsifying or causing to be false or misleading any financial or accounting book, record or account.  You and others are expressly prohibited from directly or indirectly manipulating an audit, and from destroying or tampering with any record, document or tangible object with the intent to obstruct a pending or contemplated audit, review or federal investigation.  The commission of, or participation in, one of these prohibited activities or other illegal conduct will subject you to federal penalties, as well as punishment by the Company, including possible termination of employment. All directors, officers, employees and other persons are also subject to the accounting and record keeping requirements set forth in the Company’s Anti-Corruption Policy.

No director, officer or employee of the Company may, directly or indirectly, either:  (i) make or cause to be made a materially false or misleading statement; or (ii) omit, or cause another person to omit, any material fact that is necessary so that statements made will not be misleading, in connection with:

Anti-Boycott and U.S. Sanctions Laws

The Company must comply with anti-boycott laws, which prohibit it from participating in, and require us to report to the authorities any request to participate in, a boycott of a country or businesses within a country.  If you receive such a request, report it to the Designated Officer.  We will also not engage in business with any government, entity, organization or individual where doing so is prohibited by applicable laws.  For more information on these laws contact the Designated Officer who will consult with or refer you to the appropriate corporate legal representatives.

Bribery AND CORRUPTION

The Company strictly prohibits its directors, officers, or employees from offering, promising or giving money, gifts, loans, rewards, favors or anything of value to any governmental official, employee, agent or other intermediary which is prohibited by Canadian, US or other applicable law.  Those paying a bribe may subject the Company and themselves to civil and criminal penalties.  When dealing with government customers or officials, no improper payments will be tolerated.  If you receive any offer of money or gifts that is intended to influence a business decision, it should be reported to your supervisor or the Designated Officer immediately.

The Company prohibits improper payments in all of its activities, whether these activities are with governments or in the private sector.

The Canadian Corruption of Foreign Public Officials Act and the United States Foreign Corrupt Practices Act (“FCPA”) prohibits giving anything of value, directly or indirectly, to foreign government officials or foreign political candidates in order to obtain, retain or direct business.  Accordingly, corporate funds,

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property or anything of value may not be, directly or indirectly, offered or given by you or an agent acting on our behalf, to a foreign official, foreign political party or official thereof or any candidate for a foreign political office for the purpose of influencing any act or decision of such foreign person or inducing such person to use his influence or in order to assist in obtaining or retaining business for, or directing business to, any person.

Directors, officers or employees of the Company are also prohibited from offering or paying anything of value to any foreign person if it is known or there is a reason to believe that all or part of such payment will be used for a prohibited purpose.  This provision includes situations when intermediaries, such as affiliates or agents are used to channel unlawful payoffs to foreign officials or any other person.

The United States FCPA also contains significant internal accounting control and record-keeping requirements that apply to the Company’s operations anywhere in the world.

In addition to the foregoing, you are required to comply with the more detailed requirements set forth in the Company’s Anti-Corruption Policy, which is available on the Company’s website or upon request from the CEO.

Compliance with Laws, Rules and Regulations

The Company’s goal and intention is to comply with the laws, rules and regulations by which we are governed.  In fact, we strive to comply not only with requirements of the law but also with recognized compliance practices.  All illegal activities or illegal conduct are prohibited whether or not they are specifically set forth in this Code.

Where law does not govern a situation or where the law is unclear or conflicting, you should discuss the situation with your supervisor and, as required, should seek advice from the Designated Officer who will consult with or refer you to the appropriate corporate legal representatives.  Business should always be conducted in a fair and forthright manner. Directors, officers and employees are expected to act according to high ethical standards.

In addition to this Code, you are required to comply with the Company’s other policies including but not limited to the Disclosure Policy, Health & Safety Policy, Environmental Policy, Social Responsibility Policy, Insider Trading Policy and Record Retention Policy.

Computer and Information Systems

Certain officers and employees are provided telephones, mobile phones, computers or other devices such as laptops or tablets, and software, including network access to Company servers and computing systems to improve personal productivity and to efficiently manage proprietary information in a secure and reliable manner. You must obtain the permission from the CEO to install or download any non-work related programs or software on any Company computer or to connect any personal laptop to the Company network. As with other equipment and assets of the Company, each officer or employee is responsible for the appropriate use of these assets.  The Company acknowledges that the Company’s telephones, mobile phones, computers and email may also at times be used for personal use; however, such use should not impact business activities.  Officers and employees should not expect a right to privacy of their telephone, mobile phone, email or Internet use and records.    All email and Internet use on Company equipment is subject to monitoring by the Company.

When communicating with others online and through email, we must conduct ourselves appropriately. Electronic communications are easily recoverable and may have to be disclosed in the event of an investigation or legal or regulatory proceeding. Email, instant messages and other communications drafted on Company technologies should not contain statements that could be deemed offensive, defamatory or off-color—even if they are meant to be funny, and you should also be careful not to use language that could

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be misinterpreted. Under no circumstances is it appropriate to download or send any materials that could be considered discriminatory, harassing or otherwise illegal, unethical or in poor taste.

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Confidential Information Belonging to Others

Directors, officers or employees of the Company must protect confidential information, including trade secrets and other information given in confidence by others, including partners, suppliers, contractors, competitors and customers, just as you are required to protect the Company’s confidential information.  However, certain restrictions about the information of others may place an unfair burden on the Company’s future business.  For that reason, directors, officers and employees should coordinate with the Designated Officer to ensure appropriate agreements are in place prior to receiving any confidential third-party information.  These agreements must reflect a balance between the value of the information received on the one hand and the logistical and financial costs of maintaining confidentiality of the information and limiting the Company’s business opportunities on the other.  In addition, any confidential information that you may possess from an outside source, such as from a previous employer, must not, so long as such information remains confidential, be disclosed to or used by the Company.  Unsolicited confidential information submitted to the Company should be refused, returned to the sender where possible and deleted if received via the Internet or email.

Confidential and Proprietary Information

It is the Company’s policy to ensure that all operations, activities and business affairs of the Company and our business associates are kept confidential to the greatest extent possible.  Confidential information includes all non-public information that might be of use to competitors, or that might be harmful to the Company or its business associates if disclosed.  Confidential and proprietary information about the Company or its business associates belongs to the Company, must be treated with strictest confidence and is not to be disclosed or discussed with others.

Unless otherwise agreed to in writing, confidential and proprietary information includes any and all methods, inventions, improvements or discoveries, whether or not patentable or copyrightable, and any other information of a similar nature disclosed to the directors, officers employees  of the Company or otherwise made known to the Company as a consequence of or through employment or association with the Company (including information originated by the director, officer ).  This can include information regarding the Company’s business, products, processes, and services.  It also can include information relating to research, development, inventions, trade secrets, intellectual property of any type or description, data, business plans, marketing strategies, engineering, contract negotiations and business methods or practices.

The following are examples of information that is not considered confidential:

We have exclusive property rights to all confidential and proprietary information regarding the Company or our business associates.  The unauthorized disclosure of this information could destroy its value to the Company and give others an unfair advantage.  You are responsible for safeguarding Company information

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and complying with established security controls and procedures.  All documents, records, notebooks, notes, memoranda and similar repositories of information containing information of a secret, proprietary, confidential or generally undisclosed nature relating to the Company or our operations and activities made or compiled by you or made available to you prior to or during the term of your association with the Company, including any copies thereof, unless otherwise agreed to in writing, belong to the Company and shall be held by you in trust solely for the benefit of the Company, and shall be delivered to the Company by you on the termination of your association with us or at any other time we request.

See Company’s Whistleblower Policy for exceptions to these provisions.

Conflicts of Interest

Conflicts of interest can arise in virtually every area of our operations.  A “conflict of interest” exists whenever an individual’s private interests (or those of their close family members) interfere or conflict in any way (or even appear to interfere or conflict) with the interests of the Company.  Conflicts of interest should be avoided unless specifically authorized.   We must each make decisions solely in the best interest of the Company.  Any business, financial or other relationship with suppliers, customers or competitors that might impair or appear to impair the exercise of our judgment solely for the benefit of the Company is prohibited.

Here are some examples of conflicts of interest:

Family Members.  Actions of family members may create a conflict of interest.  For example, gifts to family members by a supplier of the Company are considered gifts to you and must be reported.  Doing business for the Company with organizations where your family members are employed or that are partially or fully owned by your family members or close friends may create a conflict or the appearance of a conflict of interest.  For purposes of this Code, “family members” include any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, and adoptive relationships.

Gifts, Entertainment, Loans, or Other Favors.   Directors, officers and employees shall not seek or accept personal gain, directly or indirectly, from anyone soliciting business from, or doing business with the Company, or from any person or entity in competition with us.  Examples of such personal gains are gifts, non-business-related trips, gratuities, favors, loans, and guarantees of loans, excessive entertainment or rewards.   However, you may accept gifts of a nominal value.  Other than common business courtesies, directors, officers and employees must not offer or provide anything to any person or organization for the purpose of influencing the person or organization in their business relationship with us.

Directors, officers and employees are expected to deal with advisors or suppliers who best serve the needs of the Company as to price, quality and service in making decisions concerning the use or purchase of materials, equipment, property or services.  Directors, officers and employees who use the Company’s advisors, suppliers or contractors in a personal capacity are expected to pay market value for materials and services provided.

Agreements or Transactions. Directors, officers and employees, and their immediate family members, may have a material interest in an agreement or transaction involving the Company. This could arise through direct or indirect ownership in a business that may do or seek to do business with the Company.

Outside Employment.  Officers and employees may not participate in outside employment, self-employment, or serve as officers, directors, partners or consultants for outside organizations, if such activity:

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Officers and employees of the Company must inform their supervisor of any outside employment, including the employer’s name and expected work hours.

Reporting Conflicts of Interest or Potential Conflicts of Interest.  You should report any actual or potential conflict of interest involving yourself or others of which you become aware to your supervisor or the Designated Officer.  If you are an officer, you should report any actual or potential conflict of interest involving yourself or others of which you become aware to the Designated Officer or to the Chairman of the Corporate Governance and Nominating Committee of the Board of Directors.  If you are a Director, you should report any actual or potential conflict of interest involving yourself or others of which you become aware to the Chairman of the Corporate Governance and Nominating Committee of the Board of Directors.

Executive officers, directors, beneficial holders of 5% or more of the common shares of the Company and immediate family members and holding companies of the foregoing persons are covered by the Company’s Statement of Policy with Respect to Related Party Transactions.

Corporate Opportunities and
Use and Protection of Company Assets

Directors, officers or employees of the Company are prohibited from:

You have a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

You are personally responsible and accountable for the proper expenditure of the Company’s funds, including money spent for travel expenses or for business entertainment.  You are also responsible for the proper use of property over which you have control, including both the Company’s property and funds and property that has been entrusted to your custody.  The Company’s assets must be used only for proper purposes.

The Company’s property should not be misused.  The Company’s property may not be sold, loaned or given away regardless of condition or value, without proper authorization.  Each director, officer and employee should protect the Company’s assets and ensure their efficient use.  Theft, carelessness and waste have a direct impact on the Company’s profitability.  The Company’s assets should be used only for legitimate business purposes, though incidental personal use may be permitted. Any suspected incident of fraud or theft should be reported to the manager or executive for your work site or pursuant to the Company’s Whistleblower Policy for investigation immediately.

Discipline for Noncompliance with this Code

Disciplinary actions for violations of this Code can include oral or written reprimands, suspension or termination of employment or a potential civil lawsuit against you.

The violation of laws, rules or regulations, which can subject the Company to fines and other penalties, may result in your criminal prosecution.

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Disclosure Policies and Controls

The continuing excellence of the Company’s reputation depends upon our full and complete disclosure of important information about the Company that is used in the securities marketplace.  Our financial and non-financial disclosures and filings with the SEC and applicable Canadian securities regulatory authorities must be transparent, accurate and timely.  Proper reporting of reliable, truthful and accurate information is a complex process involving cooperation among many of us.  We must all work together to ensure that reliable, truthful and accurate information is disclosed to the public.

The Company must disclose to the SEC, applicable Canadian securities regulatory authorities, current security holders and the investing public information that is required, and any additional information that may be necessary, to ensure the required disclosures are not misleading or inaccurate.  The Company requires you to participate in the disclosure process, which is overseen by the Disclosure Committee and the CEO and CFO.  However, any external communication of information must be made by an Authorized Spokesperson (as defined in the Disclosure Policy of the Company.) The disclosure process is designed to record, process, summarize and report material information as required by all applicable laws, rules and regulations.  Participation in the disclosure process is a requirement of a public company, and full cooperation and participation by members of the Disclosure Committee, CEO, CFO and, upon request, other employees in the disclosure process is a requirement of this Code.

Officers and employees must fully comply with their disclosure responsibilities in an accurate and timely manner or be subject to discipline of up to and including termination of employment.

For more information refer to the Company’s Disclosure Policy, which is available on the Company’s website or upon request from the CEO.

Execution of the Ethics Certificate

The CEO and the CFO shall execute the Certificate of Ethics for the CEO and CFO attached as the appendix to this Code annually.

Health, Safety, Environment and Social Responsibility

The Company is committed to managing and operating our worldwide assets in a socially responsible manner that is protective of human health and safety and the environment, and to this end the Board of Directors has established a Health, Safety, Environment and Social Responsibility Committee.  It is our policy to comply, in all material respects, with applicable health, safety and environmental laws and regulations.  

Fair Dealing with Others

No director, officer or employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.

Filing of Government Reports

Any reports or information provided, on the Company’s behalf, to federal, state, local or foreign governments should be true, complete and accurate.  Any omission, misstatement or lack of attention to detail could result in a violation of the reporting laws, rules and regulations.

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Insider Trading or Tipping

Directors, officers and employees of the Company who are aware of material, non-public information from or about the Company (“insiders”), are not permitted, directly or through family members or other persons or entities, to:

Such buying, selling or trading of securities may be punished by discipline of up to and including termination of employment; civil actions, resulting in penalties of up to three times the amount of profit gained or loss avoided by the inside trade or stock tip; or criminal actions, resulting in fines and jail time.  Any questions concerning the above and as to whether communication of particular information is permissible should be referred to the CEO.

Examples of information that may be considered material, non-public information in some circumstances are:

This list is illustrative only and is not intended to provide a comprehensive list of circumstances that could give rise to material non-public information.  If you have any question as to whether particular information is material non-public information, consult with the CEO, who will consult with legal counsel as appropriate.

For more information refer to the Company’s Insider Trading Policy, which is available on the Company’s website or upon request from the CEO.

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Non-Public Information.  Information concerning the Company is considered non-public if it has not been disseminated in a manner making it available to investors generally.  If you have any question as to whether particular information has been so disseminated, consult with the CEO, who will consult with legal counsel as appropriate.

Another Company’s Securities. The same policy also applies to securities issued by another company if you have acquired material, public information relating to such company in the course of your employment or affiliation with the Company.

Trades Following Disclosure.  When material information has been publicly disclosed, each insider must continue to refrain from buying or selling the securities in question as provided in the Company’s Insider Trading Policy until the specified period after the information has been publicly released to allow the markets time to absorb the information.  A copy of the Company’s Insider Trading Policy, as amended from time to time, is provided to each employee of the Company.

Investor Relations and Public Affairs

It is very important that the information disseminated about the Company be both accurate and consistent.  For this reason, the CEO and the Authorized Spokespersons (as defined in the Disclosure Policy) are responsible for the Company’s internal and external communications, as well as for public communications with stockholders, analysts and other interested members of the financial community.  The CEO and the Authorized Spokespersons are responsible for communication with spokespersons in both routine and crisis situations. For more information refer to the Company’s Disclosure Policy, which is available on the Company’s website or upon request from the CEO.  

Non-Retaliation for Reporting

In no event will the Company take or threaten any action against you as a reprisal or retaliation for making a complaint or disclosing or reporting information in good faith.  However, if a reporting individual was involved in improper activity the individual may be appropriately disciplined even if he or she was the one who disclosed the matter to the Company.  In these circumstances, we may consider the conduct of the reporting individual in reporting the information as a mitigating factor in any disciplinary decision.

We will not allow retaliation against any individual for reporting a possible violation of this Code in good faith.  Retaliation for reporting a federal offense is illegal under federal law and prohibited under this Code.  Retaliation for reporting any violation of a law, rule or regulation or a provision of this Code is prohibited.  Retaliation will result in discipline up to and including termination of employment and may also result in criminal prosecution.

For more information refer to the Company’s Whistleblower Policy, which is available on the Company’s website or upon request from the CEO.

Political Contributions

You must refrain from making any use of Company, personal or other funds or resources on behalf of the Company for political or other purposes which are improper or prohibited by the applicable federal, state, local or foreign laws, rules or regulations.  Company contributions or expenditures in connection with election campaigns will be permitted only to the extent allowed by federal, state, local or foreign election laws, rules and regulations.

You are encouraged to participate actively in the political process.  We believe that individual participation is a continuing responsibility of those who live in a free country.

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For more information refer to the Company’s Anti-Corruption Policy, which is available on the Company’s website or upon request from the CEO.

Prohibited Substances

You are required to report to work in a mental and physical condition that allows you to work safely and productively. It is your responsibility to ensure that the use of alcohol or drugs (whether medically required or for recreational use) does not result in you being impaired for work at any time.  

Except as otherwise provided in this policy, while on Company premises and/or during the course of providing services to or for the Company, you are prohibited from: 1) being impaired by, or under the influence of, alcohol, recreational cannabis, illegal drugs, or controlled substances; 2) manufacturing, distributing, selling, purchasing, dispensing, possessing, or using alcohol, recreational or medical cannabis, illegal drugs, or controlled substances; or 3) intentionally misusing medications, including taking medications above the level recommended by the prescribing physician, using someone else’s medication, or using medications for purposes other than as prescribed or intended.

On an exceptional basis, for Company sanctioned and sponsored events where prior approval has been obtained from an executive officer of the Company, alcohol may be served on Company premises or at Company events.

The Company will conduct an investigation into any suspected or confirmed violation of this policy. You must cooperate with any investigation into an actual or suspected violation. Violations of this policy may lead to disciplinary action, up to and including immediate termination of employment for just cause. Such violations may also have legal consequences.

Medications

This policy does not prohibit you from the lawful use and possession of legally prescribed/authorized medications. However, the legal use of prescribed/authorized drugs is permitted on the job only if it does not impair your ability to perform the essential functions of the job effectively and in a safe manner that does not endanger other individuals in the workplace.

Directors, officers or employees of the Company are expected to use medications responsibly, and to advise the manager or executive responsible for the worksite when use of any medications may affect their ability to perform assigned duties safely and effectively.  It is your responsibility to verify with your physician or pharmacist whether a medication may affect your ability to perform work safely and effectively, and it is your responsibility to take the necessary measures to minimize the risks associated with it, including reporting any concerns to your supervisor. Subject to applicable law, the Company may request supporting medical documentation.

If you require accommodation of impairment due to medication, you must request it from the manager or executive responsible for the worksite. The Company will provide accommodation in accordance with applicable law. Where the Company is able to provide accommodation, you will at all times be expected to report to work fit for duty and to carry out your duties meeting the expectations and productivity requirements of you job in accordance with the accommodations in place.

Failure by you to disclose that you use a medication that may affect your ability to perform assigned duties safely or effectively before an incident, accident or violation of this policy occurs may result in disciplinary action up to and including termination for just cause.

Drug or Alcohol Dependency

The Company encourages you to seek help if you are concerned that you may have a drug and/or alcohol dependency.

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If you require accommodation for substance dependence, you must request it. The Company will accommodate those with known and disclosed substance dependencies in accordance with applicable law.

Failure by you to disclose the existence of a substance dependency before an incident, accident or violation of this policy occurs may result in disciplinary action up to and including termination for just cause.

Other

We prohibit the possession and use of alcohol, cannabis, illegal drugs, firearms, weapons or explosives on the Company’s property unless expressly authorized by the manager or executive responsible for the worksite in accordance with Company policy.  In accordance with the laws of the applicable jurisdiction, the Company reserves the right to conduct random drug and alcohol testing as it may determine is appropriate.

Record Retention

We have document retention policies to establish retention periods for records created or received in the normal course of business.  A record is any information, regardless of physical format, which has been created or received in the transaction of the Company’s business.  Physical format of a record includes hard copy, electronic, magnetic tape, disk, audio, video, optical image, etc.  Each corporate department is responsible for the maintenance, retrieval, transfer, and destruction of its records in accordance with the established filing procedures, records retention schedules and procedures.

The alteration, destruction or falsification of corporate documents or records may constitute a criminal act.  Destroying or altering documents with the intent to obstruct a pending or anticipated official government proceeding is a criminal act and could result in large fines and prison sentences.  Document destruction or falsification in other contexts can result in a violation of the securities laws or the obstruction of justice laws.

Before any destruction of any documents or records, you must consult the Company’s document retention procedures.  You are required to review, follow and abide by the terms of those procedures.  If the procedure is not clear, questions arise, or there is a pending or anticipated official proceeding, then the CEO must approve any document destruction.

Relations Among Employees: Respect and Contribution

We function as a team.  Your success as part of this team depends on your contribution and ability to inspire the trust and confidence of your coworkers and supervisors.  Respect for the rights and dignity of others and a dedication to the good of our Company are essential.

A cornerstone of our success is the teamwork of our directors, officers and employees.  We must each respect the rights of others while working as a team to fulfill our objectives.  To best function as part of a team, you must be trustworthy and dedicated to high standards of performance.  The relationships between business groups also require teamwork.

To facilitate respect and contribution among employees, we have implemented the following employment policies:

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Reporting of Code Violations

You should be alert and sensitive to situations that could result in actions that might violate federal, state, provincial or local laws or the standards of conduct set forth in this Code.  If you believe your own conduct or that of a fellow director, officer or employee, as the case may be, may have violated any such laws or this Code, you have an obligation to report the matter.

Generally, you should raise such matters first with an immediate supervisor.  However, if you are not comfortable bringing the matter up with your immediate supervisor, or do not believe the supervisor has dealt with the matter properly, then you should raise the matter with the Designated Officer.  If a law, rule or regulation is in question, then consult with the Designated Officer who will consult with or refer you to the appropriate corporate legal representatives.  The most important point is that possible violations should be reported and we support all means of reporting them.

Directors and officers should report any potential violations of this Code to the Corporate Governance and Nominating Committee of the Board of Directors.

Anonymous Reporting

If you wish to report a suspected violation of this Code anonymously, you may e-mail the Chairman of the Audit Committee at ***@***. You do not have to reveal your identity in order to make a report.  If you do reveal your identity, it will not be disclosed by the Chairman of the Audit Committee unless disclosure is (i) necessary for the purposes of investigating the report, including seeking legal advice or providing the alleged violator a fair opportunity to respond to the allegations (in which case the Company will preserve confidentiality to the extent that the needs of the situation permit), or (ii) required by law or court order. For more information refer to the Company’s Whistleblower Policy, which is available on the Company’s website or upon request from the CEO.

Waivers

There shall be no waiver of any part of this Code for any director or officer except by a vote of the Board of Directors or a designated board committee that will ascertain whether a waiver is appropriate in the circumstances.  In case a waiver of this Code is granted to a director or officer, the notice of such waiver shall be posted on our website within four business days of the Board of Directors’ vote or designated board committee’s vote, or shall be otherwise disclosed as required by applicable law or NYSE American or Toronto Stock Exchange rules.  Notices posted on the Company’s website shall remain there for a period of 12 months and shall be retained in the Company’s files as required by law.

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Notwithstanding the foregoing, a waiver for a specific event arising under the “Conflicts of Interest” section of this Code may be granted to an employee that is not a director or officer on the approval of the CEO and one member of the Board of Directors.  Any waiver provided will not be a waiver of any other policy of the Company, unless such other policy is specifically waived.  No other waivers of this Code are permitted.

Amendments and Modifications of this Code

There shall be no amendment or modification to this Code except by a vote of the Board of Directors or a designated board committee that will ascertain whether an amendment or modification is appropriate.

In case of any amendment or modification of this Code that applies to an officer or director of the Company, the amendment or modification shall be posted on the Company’s website within four business days of the Board vote or shall be otherwise disclosed as required by applicable law or the NYSE American or Toronto Stock Exchange rules.  Notice posted on the Company’s website shall remain there for a period of 12 months and shall be retained in the Company’s files as required by law.

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Conclusion

This Code is an attempt to point all of us at the Company in the right direction, but no document can achieve the level of principled compliance that we are seeking.  In reality, each of us must strive every day to maintain our awareness of these issues and to comply with this Code’s principles to the best of our abilities.  Before we take an action, we must always ask ourselves:

Does it feel right?

Does it make sense?

Is this action ethical in every way?

Is this action in compliance with the law?

Could my action create an appearance of impropriety?

Am I trying to fool anyone, including myself, about the propriety of this action?

If an action would elicit the wrong answer to any of these questions, do not take it.  We cannot expect perfection, but we do expect good faith.  If you act in bad faith or fail to report illegal or unethical behavior, then you will be subject to disciplinary procedures.  We hope that you agree that the best course of action is to be honest, forthright and loyal at all times.

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APPENDIX A

CERTIFICATE OF ETHICS FOR THE CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER

In my role as Chief Executive Officer (“CEO”) or Chief Financial Officer (“CFO”) of Vista Gold Corp. (the “Company”), I have adhered to and advocated to the best of my knowledge and ability the following principles and responsibilities governing professional conduct and ethics:

I understand that the Code is subject to all applicable laws, rules and regulations.

I understand that there shall be no waiver of, modification of, or change to any part of the Code except by a vote of the Board of Directors or a designated board committee.  In the event that a waiver of, modification of, or a change to the Code is granted, then the notice of the waiver, modification and/or change shall be posted on the Company’s website within five business days of the Board of Directors’ or designated board committee’s vote or shall be disclosed otherwise as required by applicable law or NYSE American, Toronto Stock Exchange or United States Securities and Exchange Commission rules.  Notices posted on the Company website shall remain there for a period of 12 months and shall be retained in the Company’s files as required by law.

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/s/ Frederick H. Earnest

Frederick H. Earnest

President and Chief Executive Officer

Dated this 23rd day of August, 2023

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/s/ Douglas L. Tobler

Douglas L. Tobler

Chief Financial Officer

Dated this 23rd day of August, 2023

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APPENDIX B

CERTIFICATE OF ETHICS

I, _________________________________, hereby certify that I have received a copy of Vista Gold Corp.’s Code of Business Conduct and Ethics (the “Code”) and have read and understand the Code.  Furthermore, I agree to comply with the Code and all of its requirements.

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Wheaton Precious Metals Corp.

Board Manual‌Tab C-19

PARTNER/SUPPLIER CODE OF CONDUCT

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Wheaton Precious Metals Corp. and its subsidiaries (“Wheaton”) require that our suppliers, including our streaming partners, meet or exceed certain standards of business practice. This Partner/Supplier Code of Conduct (“Supplier Code”) sets out the minimum standards of conduct expected from all Suppliers wishing to do business with Wheaton.

We define “suppliers” as a business or individual that provides goods or services to Wheaton under terms specified in an agreement, including a precious metals purchase agreement (“PMPA”).

OUR COMMITMENT

Wheaton believes it is our responsibility to partner with suppliers that share our commitment to sustainable development and the standards set out in this Supplier Code.

We believe that we have an opportunity to positively impact business practices by encouraging our suppliers in their ongoing efforts to commit to certain internationally recognized standards.

OUR STANDARDS

In furtherance of our commitment, Wheaton expects its suppliers to meet or exceed the following standards:

Most Recent Revision: November 14, 2019‌page 1

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Wheaton Precious Metals Corp.

Board Manual‌Tab C-19

PARTNER/SUPPLIER CODE OF CONDUCT

In furtherance of these standards, Wheaton encourages its suppliers to adopt internationally recognized responsible business and mining practices through commitments to industry and global initiatives, such as but not limited to, the United Nations Global Compact, the International Council on Mining and Metals, Mining Association of Canada’s Towards Sustainable Mining Guiding Principles, and, in the case of gold mines, the World Gold Council’s Responsible Gold Mining Principles and the World Gold Council’s Conflict Free Gold Standards.

IMPLEMENTATION OF SUPPLIER CODE

In order to encourage the adoption of the standards set out in this Supplier Code, Wheaton will show preference for those suppliers who are able to demonstrate alignment with the standards contained in this Supplier Code.

The level to which Wheaton will require its suppliers to adhere to the standards set out in this Supplier Code will be commensurate with the significance of each supplier to our business, taking into account the nature, duration, materiality and extent of the relationship between Wheaton and such supplier. Depending on the circumstances, Wheaton will consider what means it has available to require or encourage adoption of the standards set out in this Supplier Code. This may include:

Most Recent Revision: November 14, 2019‌page 2

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Wheaton Precious Metals Corp.

Board Manual‌Tab C-19

PARTNER/SUPPLIER CODE OF CONDUCT

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(1) inclusion of contractual terms between the supplier and Wheaton. For instance, Wheaton endeavors to include terms with our suppliers under PMPAs that require our suppliers to:

Wheaton expects that its suppliers will support our efforts to confirm compliance with this Supplier Code through regular dialogue, monitoring, reporting and visits.

Most Recent Revision: November 14, 2019‌page 3

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