D E C L A R A T I O N S

1.

That both are companies legally incorporated and existing in accordance with the laws of the Province of British Columbia, Canada, and they have sufficient legal capacity to enter into this Agreement and obligate themselves under the terms hereof.

2.

That  DZHC is legal owner of:

a)

103,963,885 (one hundred three million nine hundred sixty three thousand eight hundred and eighty five) ordinary, nominative, unique Series shares, with no par value,  fully subscribed and paid, representing 99.999998%  of the capital stock of Desarrollos Zapal, S.A. de C.V. (hereinafter identified as “DZ”)  and covered by stock certificates 1 and 2;

b)

499 (four hundred and ninety nine) ordinary, nominative, Series “B” shares, with no par value, fully subscribed and paid, representing 99.8% of the capital stock of Servicios Industriales MPA, S.A. de C.V. (hereinafter identified as “SIM”) and covered by stock certificate 1-B; and

c)

499 (four hundred and ninety nine) ordinary, nominative, Series “B” shares, with no par value, fully subscribed and paid, representing 99.8% of the capital stock of Servicios Administrativos MPA, S.A. de C.V. (hereinafter identified as “SAM”) and covered by stock certificate 1-B.

3.

That GRANGES is legal owner of:

a)

1 (one)  ordinary, nominative, unique Series share, with no par value, fully subscribed and paid, representing 0.00000096% of the capital stock of DZ and covered by stock certificate 3;

b)

1 (one) ordinary, nominative,  Series “B” share, with no par value, fully subscribed and paid, representing 0.2% of the capital stock of SIM and covered by stock certificate 2-B; and

c)

1 (one) ordinary, nominative,  Series “B” share, with no par value,  fully subscribed and paid, representing 0.2% of the capital stock of SAM and covered by stock certificate 2-B.

4.

That the SHARES of DZ, SIM and SAM which are owned by SELLERS and which are subject matter of this Agreement, are free from any liens, burden, affectation or limitation of domain of any nature whatsoever; likewise, except for 1 (one) share owned by INVECTURE in  DZ, no

other outstanding shares representing the capital stock of DZ, SIM and SAM different from those mentioned above exist as of this date, and also as of this date no option or right granted to any other third party to acquire, subscribe or pay any shares representing the capital stock of DZ, SIM and SAM exist, and no obligation  by such companies to amortize  or allow the subscription and payment of shares representing their capital stock by any other third party exist, and no securities convertible into or exchangeable for shares representing the capital stock of DZ, SIM and SAM exist.

5.

That DZ, SIM and SAM are companies incorporated and existing in accordance with the laws of the Mexican United States, and such companies do not have any subsidiaries and are not owners of shares or partnership interests in any other company.

6.

That as of SELLERS knowledge, no judicial or administrative order  or decision of any nature restraining the execution of this Agreement or the performance and fulfillment of each and all the acts and obligations deriving there from exist;  likewise, no administrative  or judicial procedure or contractual obligation restraining the free transfer of the SHARES subject matter of this Agreement exist.

7.

That they have the required legal capacity and they have obtained all the required authorizations, as well as adopted all the necessary actions for the execution of this Agreement,  and performed each and all the acts directly derived there from.

8.

That their representative has  the required legal capacity and the sufficient authority to obligate themselves in the terms of this document; which authority as of the date of execution of this Agreement, has not been revoked, limited or modified in any manner whatsoever.

9.

That as PURCHASERS are aware,  subject to the acceptance by the company named RPG Structured Finance SaRL, resident at Luxemburg,  to acquire from Vista Gold Corp. –a company of the same corporate group than SELLERS-  the totality of certain collection rights held by Vista Gold Corp., in which case this must be performed no later than January 30, 2014, according to the agreement executed abroad, in this same date, between Vista Gold Corp. and RPG Structured Finance SaRL  (hereinafter identified as “Contract of Assignment of Loan”),  the corporate group to which SELLERS belong has decided to disinvest in DZ’s mining projects and as a consequence thereof in SIM and SAM and, therefore, SELLERS desire to sell to PURCHASERS on this date,  each and all the SHARES, subject to the terms and conditions established in this Agreement.

1.

That both companies are incorporated and existing in accordance with the laws of the Mexican Unites States, and they have sufficient legal capacity to enter into this Agreement and obligate themselves under the terms hereof, since their corporate purposes provide the acquisition of shares of other companies, as well as the investment in such and perform activities related to the foregoing.

2.

That PURCHASERS desire to acquire on this date and in a direct manner, the SHARES representing the capital stock of DZ, SIM and SAM, subject to the terms and conditions agreed upon in this document, stating that they are aware and in conformity of that stated by SELLERS under declaration I.9 of this Agreement.

3.

That PURCHASERS have performed all actions necessary for the execution of this Agreement, as well as each and all the acts directly or indirectly derived there from.

4.

That as of PURCHASERS knowledge no judicial or administrative order or decision of any nature restraining the execution of this Agreement or the performance and fulfillment of each and all the acts and obligations deriving there from exist;  likewise, no administrative  or judicial procedure or contractual obligation restraining the free transfer of the SHARES subject matter of this Agreement exist.

5.

That the execution and compliance of this Agreement by PURCHASERS does not require any previous authorization, approval, consent or recording from or before any authority, third party, company or individual and if required, those have been obtained as of this date.

6.

That their representatives have the required legal capacity and the sufficient authority to obligate themselves in the terms of this document; which authority as of the date of execution of this Agreement, has not been revoked, limited or modified in any manner whatsoever.

7.

That taking into consideration that from February 7,  2012 INVECTURE is a shareholder of DZ and from that date said company has been actively involved in the management and operation of DZ and in the operation of SIM and SAM,  PURCHASERS have full knowledge of the mining projects, prospects, businesses,  assets and financing situation of DZ, SIM and SAM as of this date, and they have been informed on time, on the activities and status of said companies, including their Financial Statements, therefore, PURCHASERS desire to enter into this Agreement.

1.

That in view of that stated by SELLERS and PURCHASERS under declarations I.9 and II.2 above, respectively, both parties agree that the execution of this Purchase Agreement with respect  to the SHARES, is subject to the condition subsequent consisting of the company named RPG Structured Finance SaRL deciding not to acquire from Vista Gold Corp. the totality of certain collection rights held by the latter company, which decision must be adopted by RPG Structured Finance SaRL no later than January 30, 2014, according to the Contract of Assignment of Loan.

2.

That Additionally, both parties acknowledge that on this same date INVECTURE, DZHC, GRANGES, DZ and Vista Gold Corp. entered into, abroad, a termination agreement  (named “Termination Agreement”,  hereinafter identified idem),  by means of which the contract named “Earn-in Right Agreement”, dated February 7,  2012 is terminated, with respect to which such termination agreement the parties agree to accept in all of its terms and condition and, specially, in case that the condition subsequent mentioned in the above declaration be fulfilled and therefore this Agreement be resolved.

a)

DZHC transfers to INVECTURE: (i) 103,963,885 (one hundred three million nine hundred sixty three thousand eight hundred and eighty five)  SHARES of DZ; (ii) 499 (four hundred and ninety

nine)  SHARES of SIM; and (iii) 499 (four hundred and ninety nine)  SHARES of SAM, which as of this date were owned by DZHC;  and

b)

GRANGES transfers to FCMM: (i) 1 (one)  SHARE of DZ; (ii) 1 (one) SHARE of SIM; and (iii) 1 (one) SHARE of SAM, which as of this date were owned by GRANGES.

a)

INVECTURE pays to DZHC: (i) the total amount of USD$9,990.00  (Nine thousand nine hundred and ninety dollars 00/100 currency of the United States of America) for DZ’s SHARES; (ii) the total amount of UDS$2,490.00 (Two thousand four hundred and ninety  dollars 00/100 currency of the United States of America) for SIM´s SHARES; and (iii) the total amount of USD$2,490.00 (Two thousand four hundred and ninety dollars 00/100 currency of the United States of America) for SAM’s SHARES; and

b)

FCMM pays to GRANGES: (i) the total amount of USD$10.00  (Ten dollars 00/100 currency of the United States of America) for DZ’s SHARE; (ii) the total amount of USD$10.00 (Ten dollars 00/100 currency of the United States of America) for SIM’s SHARE;  and (iii) the total amount of USD$10.00 (Ten dollars 00/100 currency of the United States of America) for SAM’s SHARE.

1.

Fulfillment of Condition Notice.If within 5 (five) working days following January 31, 2014,  PURCHASERS receive at their domicile a written notice from Vista Gold Corp., by means of which the latter informs that RPG Structured Finance SaRL did not acquire the totality of the referred collection rights from Vista Gold Corp., in terms of the Loan Agreement, the purchase of SHARES subject matter of this Agreement shall be immediately resolved, turning things to their former condition as prior to the execution of this Agreement, as though this purchase of SHARES would have never existed, being PURCHASERS obligated in an irrevocable manner to carry out all necessary acts to turn things to their former condition as prior to the execution of this Agreement, except for that referred to the fulfillment of PURCHASERS’ obligations expressly agreed in this Agreement, as well as in the Termination Agreement.

2.

Return of Stock Certificates.Within 3 (three) working days following the fulfillment of the condition subsequent notice pursuant to that established under section 1  above, PURCHASERS must return to SELLERS the stock certificates representing the SHARES which have been delivered in terms of Clause Third of this Agreement, pursuant to the following: (A) INVECTURE shall return to DZHC: (i) stock certificates 1 and 2 representing 103,963,885 SHARES of DZ; (ii) stock certificate 1-B representing 499 SHARES of SIM; and (iii) stock certificate 1-B representing 499 SHARES of SAM, cancelling the endorsements made in favor of PURCHASERS;  and (B) FCMM shall return to GRANGES: (i) stock certificate 3 representing a SHARE of DZ; (ii) stock certificate 2-B representing a SHARE of SIM; and (iii) stock certificate 2-B representing a SHARE of SAM, cancelling the endorsements made in favor of PURCHASERS;  and in addition, PURCHASERS shall give instructions necessary to make the corresponding notes in the respective Stock Registry Books of DZ, SIM and SAM. 

3.

Return of Price.  Parties agree that, considering the time in which PURCHASERS have been in charge of the management, control and operation of DZ, SIM and SAM, and that the fulfillment of the condition subsequent depends on the will of a third party different from SELLERS, the price paid by PURCHASERS shall remain in benefit of SELLERS, therefore, from this date, Parties are fully in agreement that the return of the price shall not take place.

4.

Employees.Parties agree that on the date on which the condition subsequent herein contained is fulfilled, having as a consequence the definitive resolution of this purchase of SHARES,  SELLERS shall once again assume any labor responsibility only with respect to those employees of SIM and SAM whom being hired by said companies prior to October 16, 2013 continue rendering their services to said companies on the date this Agreement be

resolved, accepting SELLERS to assume from that date, any responsibility in labor, tax, social security and other applicable matters in relation to the referred labor relationships.