Terms of Agreement Los Cardones Project

EXHIBIT 10.1

Via Email

( ***@***)

October 6, 2013

Mr. John Detmold

Invecture Group, S.A. de C.V.

Palmas No. 735 – 402

11010 México, D.F.

México

Terms of Agreement

Los Cardones Project

The purpose of this Terms of Agreement is to set forth the terms upon which Invecture Group, S.A. de C.V., or one of its subsidiaries or affiliates, (“Invecture”) will acquire (the “Acquisition”) from Vista Gold Corp. (“Vista”) (through its subsidiaries) 100% of the Los Cardones gold project mining concessions and certain other mineral property interests and rights in the State of Baja California Sur, Mexico as detailed in Schedule "A" hereto (the “Project”). The Project is held by Desarrollos Zapal, S.A. de C.V. (“DZ Mexico”), a wholly-owned subsidiary of Vista.

Subject to the specific terms hereof, this Terms of Agreement is intended to create a binding agreement between the parties, which is enforceable against each party in accordance with its terms.

For greater certainty, the parties agree that this Terms of Agreement supersedes and replaces all prior discussions between the parties with respect to this matter.  The parties confirm that the Earn-In Right Agreement among Invecture, Desarrollos Zapal Holdings Corp. (“DZ Canada”), DZ Mexico, Granges Inc. (“Granges”) and Vista dated February 7, 2012 (the “Earn-In Agreement”) will remain in full force and effect until the agreement to terminate the Earn-In Agreement is entered into as contemplated by Section 4 below.

1. The Form of Transaction:    Invecture (a) will acquire all of the shares (the “Shares”) of DZ Mexico and (b) will or will arrange for a third party (the “Third Party”) to acquire the intercompany indebtedness that DZ Mexico owes to its direct and indirect parent companies and any other indebtedness of DZ Mexico (the “Debt”).

2.Consideration:  The aggregate purchase price that Vista will receive (either directly or indirectly) from Invecture and any Third Party in respect of all of the Shares and all of the Debt is US$13 million (the “Purchase Price”), US$7 million (the “First Payment”) of which will be paid upon execution of the Definitive Agreement (as defined below) and

US$6 million (the “Second Payment”) of which will be paid on January 30, 2014, subject to Section 3 below.

3.Second Payment:    Invecture may terminate this Terms of Agreement on or before January 30, 2014 in the event that Invecture is not satisfied, in Invecture’s sole and absolute discretion, with the status of permitting with respect to the Project or the viability of the construction of a mine at the Project. In the event that Invecture terminates this Terms of Agreement pursuant to this Section 3:

a.Invecture will not pay the Second Payment;

b.Vista will keep the First Payment as a break fee;

c.Invecture will transfer back to Vista all Shares transferred to Invecture and cause the Debt to be transferred back; and

d.for greater certainty, the Earn-In Agreement will remain terminated.

4.Formal Documentation:    By October 16, 2013 or such other date mutually agreed to by the parties in writing, the parties will negotiate in good faith, the following:

a.a share purchase agreement (the “Definitive Agreement”) among DZ Mexico, Vista, DZ Canada, Granges and Invecture, which will include and be based on the terms set out herein and will contain representations, warranties, conditions and covenants that are reasonable and customary, including (i) that all of the Shares will be transferred to Invecture or its nominee upon the execution of the Definitive Agreement; (ii) that the amount of the Debt equal in percentage to the percentage of the Purchase Price paid as of the date of the Definitive Agreement will be acquired by the Third Party upon the execution of the Definitive Agreement; and (ii) that the balance of the Debt will be acquired by the Third Party upon the payment of the Second Payment, subject to the termination right in Section 3 above. The Definitive Agreement will supersede this Terms of Agreement and will be in a form and substance satisfactory to each of Invecture and Vista, acting reasonably;

b.an agreement to sell the Debt;

c.an agreement to terminate the Earn-In Agreement; and

d.documentation to dissolve the trust created on February 7, 2012 by the Contrato de Fideicomiso Irrevocable de Administración y Control Accionario Identificado con el No. 1227 (the “Trust”).

The parties agree to work together to make adjustments (reasonably requested) to the transactions contemplated herein to accommodate tax advice received by the parties; provided that such adjustments do not materially adversely affect the party accommodating the request.

5.Closing Date:  The parties shall use commercially reasonable efforts to complete, execute and deliver the legal documentation required in order to close the transactions contemplated herein, including the documentation listed above, by October 16, 2013 or

such other date mutually agreed to by the parties in writing (the “Completion Deadline”).  The date on which the transactions contemplated hereby are closed is referred to herein as the “Closing Date”. In the event that the Closing Date does not occur on or before the Completion Deadline, this Terms of Agreement may be terminated in accordance with Section 13.

6.Conditions in favour of Invecture:    Invecture’s obligation to complete the transactions contemplated herein will be subject to customary conditions for transactions of this nature as specified in the Definitive Agreement, including, without limitation, the following conditions (the “Invecture Closing Conditions”):

a.the representations and warranties of Vista in the Definitive Agreement shall be true and correct in all material respects;

b.all necessary steps and proceedings shall have been taken to permit the Shares to be duly transferred to Invecture;

c.all consents and approvals of any third party, governmental or regulatory authority or other person, required in connection with the transactions contemplated hereby shall have been received; and

d.the Shares shall be free and clear of any claims, liens, mortgages, charges, pledges, security interests and encumbrances whatsoever.

7.Conditions in favour of Vista:  Vista’s obligation to complete the transactions contemplated herein will be subject to customary conditions for transactions of this nature as specified in the Definitive Agreement, including, without limitation, the following conditions (the “Vista Closing Conditions”):

a.the representations and warranties of Invecture in the Definitive Agreement shall be true and correct in all material respects; and

b.all consents and approvals of any third party, governmental or regulatory authority or other person, required in connection with the transaction contemplated hereby shall have been received.

8.Representations and Warranties:    Vista represents and warrants to Invecture as set out in Schedule “B”.  Invecture represents and warrants to Vista as set out in Schedule “C”.  Each of the parties acknowledges that the other party is relying on such representations and warranties in entering into this Terms of Agreement and agrees to indemnify and save the other harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by it and contained in this Terms of Agreement.

9.Covenant of Vista:    During the period commencing on the date hereof and ending on the Termination Date (as defined below), Vista agrees that it will not encourage or participate in any discussions or negotiations with other parties related to any transaction involving the Project, other than any discussions with governmental or regulatory authorities required by applicable law.

10.Expenses:  Both Invecture and Vista shall be responsible for payment of their own expenses, including legal, tax and accounting fees, in connection with the transactions contemplated hereby, whether or not such transactions are ultimately concluded.

11.Public Announcement:  The parties agree that, subject to the need to comply with applicable laws relating to timely disclosure of material information, neither party will make any public announcements or other public disclosure regarding the transactions contemplated by this Terms of Agreement without first giving the other party a reasonable opportunity to review and comment upon the contents of such announcement.

12.Governing Law:  This Terms of Agreement shall be governed by and construed under the laws applicable in the Province of Ontario and the federal laws of Canada applicable therein.

13.Termination:    This Terms of Agreement may be terminated and be of no further force or effect:

a.by mutual written agreement between Invecture and Vista;

b.after the Completion Deadline, by Invecture, provided that Invecture is not in default of any provision of this Terms of Agreement, if the Closing Date has not occurred;

c.after the Completion Deadline, by Vista, provided that Vista is not in default of any provision of this Terms of Agreement, if the Closing Date has not occurred;

d.by Invecture in accordance with Section 3;

e.by Invecture if any Invecture Closing Condition is not satisfied on or prior to the Closing Date; or

f.by Vista if any Vista Closing Condition is not satisfied on or prior to the Closing Date.

The date upon which this Terms of Agreement is terminated pursuant to this Section 13 is referred to herein as the “Termination Date”.

14. Binding Effect of Terms of Agreement:  The parties agree that, beginning on the date on which this Terms of Agreement is executed and delivered by the last party to do so, it shall be legally binding and enforceable against the parties hereto, and their respective successors and assigns, in accordance with its terms.  In addition, the obligations of the parties under Sections 10 and 11 hereof shall survive the termination of this Terms of Agreement and shall remain legally binding and enforceable against the parties hereto, and their respective successors and assigns, in accordance with their terms after the Termination Date.

Yours truly,

VISTA GOLD CORP.

By:/s/ Frederick H. Earnest

Agreed to and accepted this 6th day of OCToBER, 2013.

INVECTURE GROUP, S.A. DE C.V.

By:/s/John Detmold

Authorized Signatory

SCHEDULE “A”

APPENDIX 1

Property Concessions Information and Maps

Note: Proof of Labour must be filed on all concessions annually. All concessions are Federal Mining Concessions.

A map of the Properties is attached hereto in Schedule “A” to this Appendix 1.

The ensuing lists provide: (i) the properties purchased by Vista Gold; (ii) the purchase of possession rights over land; and (iii) the contracts and amendments executed to secure the right of way for both the electric line, access road and aqueduct.

i) Properties purchased by the Company:

ii) Possession rights purchased by the Company:

iii) Easements of access (access road):

iv) Easements of access (electricity lines):

v) Easements of access (aqueduct):

vi) Amendments to easements of access contracts (electric line):

SCHEDULE “A” to APPENDIX 1

Map of the Properties

SCHEDULE “B”

Representations and Warranties of Vista

Vista represents and warrants to Invecture as follows:

(a)it is a corporation duly incorporated and organized under the laws of its jurisdiction of incorporation and has all necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder; 

(b)this Terms of Agreement has been duly authorized, executed and delivered by Vista and constitutes a legal, valid and binding obligation of Vista enforceable against it in accordance with its terms except that:

(i)enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights generally;

(ii)equitable remedies, including the remedies of specific performance and injunctive relief, are available only in the discretion of the applicable court;

(iii)a court is not required to treat as conclusive, final or binding those certificates and determinations which this Agreement states are to be so treated;

(iv)a court may stay proceedings before them by virtue of equitable or statutory powers; and

(v)rights of indemnity and contribution hereunder may be limited under applicable law;

(c)neither the execution of this Terms of Agreement nor the consummation of the transactions contemplated hereby conflict with, result in a breach of or accelerate the performance required by any agreement to which it is a party, other than the Earn-In Agreement;

(d)neither the execution of this Terms of Agreement nor the consummation of the transactions contemplated hereby, result in a breach of the laws of any applicable jurisdiction, its constating documents or the regulations of its directors and shareholders;

(e)Except as provided for in the Earn-In Agreement and the documentation relating to the Trust: (i) Invecture, DZ Canada, Granges and the trustee of the Trust are the registered and beneficial holders of the Shares with good and marketable title thereto, free and clear of all liens and encumbrances; (ii) no  person other than Invecture has, or has any right capable of becoming, any agreement, option, right or privilege for the purchase or other acquisition of any of the Shares; (iii) there are no restrictions of any kind on the transfer of the Shares; and (iv) the Shares have been validly issued in compliance with applicable law and are fully paid and non-assessable, except the Shares registered in the name of the trustee of the

Trust, which Shares are validly issued in accordance with applicable law and are unpaid;

(f)the Shares constitute all of the outstanding shares of DZ Mexico;

(g)to the knowledge of Vista, no other person is entitled to any agreement or option to acquire or purchase the Project or any portion thereof and no person has any royalty or other interest whatsoever in the Project (other than as disclosed in writing to Invecture or as publicly disclosed by Vista under its profile on SEDAR);

(h)to the knowledge of Vista, there is no adverse claim against or challenge to the title to or ownership of the Project;

(i)there are no restrictions on the ability of DZ Mexico to use, transfer or exploit the Project, except pursuant to applicable law;

(j)neither Vista nor DZ Mexico has received any notice, whether written or oral, from any governmental authority of any revocation or intention to revoke any interest in or right with respect to the Project (other than as publicly disclosed by Vista under its profile on SEDAR);

(k)no authorization, consent or approval of any governmental agency, regulatory body or court is required to be sought or obtained in connection with the execution, delivery and performance of this Terms of Agreement or the transactions contemplated hereby, including the transfer of the Shares to Invecture or its nominee; and

(l)Vista has not entered into any agreement which would entitle any person to any claim against Vista or Invecture for a commission, finder’s fee or any other payment in respect of the Acquisition.

SCHEDULE “C”

Representations and Warranties of Invecture

Invecture represents and warrants to Vista as follows:

(a)it is a corporation duly incorporated and organized under the laws of Mexico and has all necessary corporate power, authority and capacity to enter into this Terms of Agreement and to perform its obligations hereunder;

(b)this Terms of Agreement has been duly authorized, executed and delivered by Invecture and constitutes a  legal, valid and binding obligation of Invecture enforceable against it in accordance with its terms except that:

(i)enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights generally;

(ii)equitable remedies, including the remedies of specific performance and injunctive relief, are available only in the discretion of the applicable court;

(iii)a court is not required to treat as conclusive, final or binding those certificates and determinations which this Agreement states are to be so treated;

(iv)a court may stay proceedings before them by virtue of equitable or statutory powers; and

(v)rights of indemnity and contribution hereunder may be limited under applicable law;

(c)neither the execution of this Terms of Agreement nor the consummation of the transactions contemplated hereby conflict with, result in a breach of or accelerate the performance required by any agreement to which it is a party;

(d)neither the execution of this Terms of Agreement nor the consummation of the transactions contemplated hereby, result in a breach of the laws of any applicable jurisdiction, its constating documents or resolutions of its directors or shareholders; and

(e)other than as disclosed to Vista, the Project is in good standing in all material respects under applicable law and all taxes and fees required to be paid with respect to the Project have been paid, except where it would not have a material adverse effect on the Project.