Management's Discussion and Analysis ("MD&A") of the consolidated operating results and financial condition of Vista Gold Corp. ("Vista" or "Vista Gold") for the three-month period ended March 31, 2009 has been prepared based on information available to us as of April 17, 2009. This MD&A should be read in conjunction with the consolidated financial statements of Vista Gold for the three years ended December 31, 2008 and the related notes thereto, which have been prepared in accordance with generally accepted accounting principles ("GAAP") in Canada. Reference to Note 19 to the consolidated annual financial statements and Note 14 to the consolidated interim financial statements for the period ended March 31, 2009 (the "Consolidated Financial Statements"), should be made for a discussion of differences between Canadian and United States GAAP and their effect on the financial statements. All amounts stated herein are in U.S. dollars in thousands, except per share and per ounce amounts, unless otherwise noted.

Results from Operations

Our consolidated net loss for the three-month period ended March 31, 2009, was $1,880 or $0.05 per share compared to a consolidated net loss of $2,123 or $0.06 per share for the same period in 2008. The decrease in the consolidated net loss of $243 from the respective prior period is primarily due to a decrease in the loss from discontinued operations of $221 as there were no disposals during the 2009 period and a decrease in corporate administration and investor relations expense of $275. Also, for the 2009 period, there was a future income tax benefit of $208 compared to a future income tax loss of $272 for the same period during 2008. Offsetting these amounts was an increase in interest expense of $395, an increase in exploration, property evaluation and holding costs of $87, an increase in the write-down of marketable securities of $112 and a decrease in interest income of $81.

Exploration, property evaluation and holding costs

Exploration, property evaluation and holding costs were $333 for the three-month period ended March 31, 2009, approximately level with $246 for the same period in 2008. There were no significant variances as we continue to move our projects towards development decisions.

Corporate administration and investor relations

Corporate administration and investor relations costs decreased to $1,012 during the three-month period ended March 31, 2009, compared with $1,287 for the same period in 2008. The decrease of $275 was primarily due to a decrease in stock-based compensation expense of $171 compared to the prior period. This decrease is primarily due to a decrease in the number of options granted during the prior year and vesting over time as well as an increase in the stock-based compensation amount being capitalized as mineral properties. Also, audit, tax and Sarbanes-Oxley compliance fees decreased by $87 from the 2008 period as we work with our auditors and outside consultants to reduce these fees.

Depreciation and amortization

Depreciation and amortization expense increased to $52 during the three-month period ended March 31, 2009 compared to $39 for the same period in 2008. The increase of $13 from the respective prior period is mostly due to capital expenditures at both the Mt. Todd gold project and the Paredones Amarillos gold project during 2008 and 2009 that have begun to be depreciated.

Interest expense

Interest expense increased to $579 during the three-month period ended March 31, 2009 compared to $184 for the same period in 2008. This increase is because the senior secured convertible notes (the "Notes") were issued on March 4, 2008 and therefore only 27 days of interest were recorded for the 2008 period. Of the 2009 amount, $259 is attributable to the accretion of the debt discount and $320 is attributable to interest expense. These amounts are approximately 43% of the full interest expense associated with the issuance of the Notes. We capitalized the remaining 57% as additions to mineral properties in accordance with SFAS No. 34 and our accounting policy.

Other income and expense

Loss on disposal of marketable securities

There was a loss of $7 on the disposal of marketable securities for the three-month period ended March 31, 2009, compared to a gain of $21 for the same period in 2008. The loss for the 2009 period resulted from the sale of securities that had a book value of $24 and the gain from the 2008 period resulted from the sale of securities that had a book value of $37.

At March 31, 2009, we held marketable securities available for sale with a quoted market value of $9,406. With the exception of our shares of Allied Nevada Gold Corp. common stock, as discussed herein, we purchased the securities for investing purposes with the intent to hold the securities until such time it would be advantageous to sell the securities at a gain. Although there can be no

reasonable assurance that a gain will be realized from the sale of the securities, we monitor the market status of the securities consistently in order to mitigate the risk of loss on the investment. At March 31, 2009, also included in marketable securities were 1,529,848 shares of Allied Nevada Gold Corp. at a quoted market value of $8,950. Subsequent to March 31, 2009, on April 3, 2009, we sold all 1,529,848 common shares of Allied Nevada Gold Corp. for $9,016.

Interest income

During the three months ended March 31, 2009 we realized $28 in interest income as compared to $109 for the same period in 2008. The decrease of $81 from the prior period is due to reduced cash balances for the 2009 period as well as falling interest rates in the market.

Income tax (benefit)/expense

Effective September 30, 2008, the Corporation adopted the Emerging Issues Committee Abstract 172 ("EIC 172"), "Income Statement Presentation of a Tax Loss Carryforward Recognized Following an Unrealized Gain in Other Comprehensive Income." EIC 172 provides guidance on whether the tax benefit from the recognition of previously unrecognized tax loss carryforwards consequent to the recording of unrealized gains in other comprehensive income, such as unrealized gains on available-for-sale financial assets, should be recognized in net income or in other comprehensive income. EIC 172 should be applied retrospectively, with restatement of prior periods from January 1, 2007, the date of adoption of CICA 3855.

During the three-month period ended March 31, 2009, the future income tax benefit was $208 compared to a future income tax expense of $272 for the 2008 period. The recognition of a benefit as compared to the expense from prior period is attributable to the market gaining during the first quarter of 2009, in which we have had an unrealized gain as compared to 2008 where we had an unrealized loss.

Write-down of marketable securities

The write-down of marketable securities was $112 for the three-month period ended March 31, 2009. There were no write-downs reported during the same period in 2008. At March 31, 2009, Vista Gold evaluated the market value of its available-for-sale securities and found that certain securities had become impaired. These securities were written down to their fair market value as of March 31, 2009.

Financial Position, Liquidity and Capital Resources

Cash used in operations

Net cash used in operating activities was $1,182 for the three-month period ended March 31, 2009, compared to $1,207 for the same period in 2008. The decrease of $25 is the result of a decrease of non-cash items of $104 and a decrease in cash used for accounts payable, accrued liabilities and other of $103, which is partially offset by a decrease in the consolidated net loss of $22.

Investing activities

Net cash used in investing activities decreased to $1,102 for the three-month period ended March 31, 2009, from $18,113 for the same period in 2008. The decrease of $17,011 is mostly due to a decrease in the additions to property, plant and equipment of $16,099. During 2008 we completed a brokered private placement of $30,000 principal amount of the Notes (see Consolidated Financial Statements - Note 7) and we have used $16,000 of the proceeds towards the purchase of gold processing equipment to be used at our Paredones Amarillos project, which included the costs of relocating the equipment to Edmonton, Alberta, Canada. There was no similar purchase during the three-month period ended March 31, 2009.

Financing activities

There was no cash provided by or used in financing activities for the three-month period ended March 31, 2009. Net cash provided by financing activities was $31,544 for the three-month period ended March 31, 2008. During the three-month period ended March 31, 2008 we completed a brokered private placement, in which we offered and sold $30,000 principal amount of the Notes (see Consolidated Financial Statements - Note 7). Proceeds to Vista after legal and other fees were $28,534. Also, during the three-month period ended March 31, 2008, warrants exercised produced cash proceeds of $2,941 and stock option exercises produced cash proceeds of $69.

Liquidity and Capital Resources

At March 31, 2009, our total assets were $76,604 compared to $75,765 at December 31, 2008, representing an increase of $839. At March 31, 2009, we had working capital of $19,359 compared to $21,209 at December 31, 2008, representing a decrease of $1,850. This decrease relates primarily to a reduction in cash balances from year end, which is offset by an increase in our marketable

securities balances due to better market conditions.

The principal component of working capital at both March 31, 2009 and December 31, 2008, is cash and cash equivalents of $10,982 and $13,266, respectively. Other components include marketable securities (March 31, 2009 - $9,406; December 31, 2008 - $8,153) and other liquid assets (March 31, 2009 - $551; December 31, 2008 - $593).

As a result of the delay in the issuance of the Change of Land Use Permit at the Paredones Amarillos project and the current uncertainty in the resource and financial markets, management has adopted a revised plan and budget for the year 2009. The plan continues those programs necessary to expedite the development of the Paredones Amarillos project, while minimizing expenditures in other areas. We expect that in the event that financing for the Paredones Amarillos project is not available on acceptable terms in 2009, Vista has sufficient working capital to fund its planned operations at least through the end of 2010, without additional financing. We will continue to examine potential funding alternatives for the project, which may include project financing, debt financing or equity financing.

On April 17, 2009, we announced that we filed a preliminary short form base shelf prospectus in Canada and a corresponding shelf registration statement in the United States with the Securities and Exchange Commission ("SEC"). On April 27, 2009, we announced that we filed a final short form base shelf prospectus in Canada and an amended Form S-3 with the SEC. The Form S-3 was declared effective on April 30, 2009. See "Other - Subsequent Events," below.

Off-Balance Sheet Arrangements

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

Contractual Obligations



                                                      Payments due by period (in thousands)
                                                 Less than                                          More than
Contractual Obligations              Total         1 year      1 to 3 years      3 to 5 years        5 years
Long-term debt obligations(1)     $    36,750    $    3,000    $      33,750    $            -    $           -
Purchase obligations(2)           $       400    $      200    $         200    $            -    $           -
Operating lease obligations       $        42    $       42    $           -    $            -    $           -
Total                             $    37,192    $    3,242    $      33,950    $            -    $           -

(2) Purchase obligations include option payments totaling $400 on the Guadalupe de los Reyes and Long Valley projects. For the Guadalupe de los Reyes Project, we still have outstanding $100, which is to be paid in less than a year. For the Long Valley project, we still have outstanding $300, of which $100 is to be paid in less than a year and $200 is to be paid in 1 to 3 years.

Other

Paredones Amarillos Gold Project Permit Update

On January 12, 2009, we announced an update to the permitting status at our Paredones Amarillos gold project in Mexico. As previously announced (see press releases dated July 2 and September 8, 2008), Vista Gold indicated that it had decided to apply for a new Change of Land Use Permit ("CUSF"). In a press release dated November 10, 2008, we indicated that we had presented an application for a Temporary Occupation Permit ("TOP") for the use of the federal land which overlies the deposit. The TOP is a necessary pre-requisite for the CUSF application. We have not yet received the TOP. Communications with the office of the General Director of Mines in the Ministry of Economy (the department responsible for awarding the TOP) indicate that the approval process is proceeding normally. We have the necessary environmental permit and have completed the other prerequisite studies for the submittal of the CUSF permit application and will file that permit application as soon as the TOP is received.

Mt. Todd Gold Project Technical Study Results and Metallurgical Test Program Update

In late January 2009, we announced the results of an updated Canadian National Instrument 43-101 ("NI 43-101") technical study on the Batman Deposit completed for us by Tetra Tech MM, Inc. of Golden, Colorado. This estimate was completed under the direction of Mr. John Rozelle, P.G., an independent Qualified Person, utilizing standard industry software and estimation methodology. The report is titled "Mt Todd Gold Project Gold Resource Update, Northern Territory, Australia" and is dated

February 27, 2009. It is available on SEDAR. The updated estimate of mineralized material (mineral resource estimate under Canadian guidelines) incorporates the results of 7,367 assay intervals from 14 drill holes (all core holes) drilled by Vista Gold in 2008. These results are in addition to the results of 100,685 assay intervals from 755 drill holes (250 core, 435 reverse circulation and 70 rotary drill holes) completed previously by Vista Gold and the previous owners and/or operators of the properties, which were used in the previous updates of the Mt. Todd resource estimate. Based on the report, under SEC Industry Guide 7 guidelines, mineralized material for the Batman deposit, above a cut-off grade of 0.015 gold ounces per ton, is estimated at 165,985,000 tons grading 0.027 gold ounces per ton, and represents an increase of 57% in mineralized material over the prior estimate.

At the same cut-off grade, under NI 43-101, measured mineral resources are estimated at 49,212,000 tons grading 0.029 gold ounces per ton, indicated mineral resources are estimated at 116,773,000 tons grading 0.027 gold ounces per ton and inferred mineral resources are estimated at 73,551,000 tons grading 0.025 gold ounces per ton. Cautionary Note to U.S. Investors: Mineral resources are not mineral reserves and there is no assurance that any mineral resources will ultimately be reclassified as proven or probable reserves. Mineral resources which are not mineral reserves do not have demonstrated economic viability. U.S. Investors should read the "Cautionary Note to U.S. Investors Regarding Reserve and Resource Estimates" contained in our Annual Report on Form 10-K (as amended) for the year ended December 31, 2008, concerning the difference between "resources" and "reserves".

A metallurgical testing program using the core obtained in the 2007 and 2008 drilling programs is in progress. The goals of the program are to define the process flowsheet for the processing the Mt. Todd ore and to determine other key processing parameters, including energy requirements. As we announced in November 2008, preliminary tests using high pressure grinding rolls have been successful, indicating a reduction in crushing and grinding energy requirements compared to conventional technologies of approximately 30%. We plan to conduct additional studies in 2009 which will be used in the completion of a preliminary feasibility study for a project similar in scope to that considered in the previously published preliminary assessment (January 4, 2007).

Subsequent events

Sale of Allied Nevada Gold Corp. common shares

On April 3, 2009 Vista announced that it had sold all of its 1,529,848 shares of Allied Nevada Gold Corp. ("Allied") for $9,016. These shares had a book value of $2,194 and when sold, resulted in a realized gain of $6,822. In May 2007, Vista completed a transaction that resulted in the formation of Allied and the transfer of Vista's Nevada properties to Allied. The Allied shares sold by Vista were retained in connection with this transaction to facilitate the payment of any taxes payable by Vista in respect of the transaction. Vista has determined that there are no other taxes payable by it in respect of the transaction and made the decision to sell the Allied shares at the appropriate time and use the cash for project development requirements.

Filing of short form based shelf prospectus and shelf registration statement on Form S-3

On April 17, 2009, Vista announced that it filed a preliminary short form base shelf prospectus with the securities commissions in each province and territory of Canada (other than Quebec) and a corresponding shelf registration statement on Form S-3 with the SEC and on April 27, 2009, Vista announced that it filed a final short form base shelf prospectus (collectively, the "Offering Documents"). The Form S-3 was declared effective by the SEC on April 30, 2009. The Offering Documents will allow Vista to make offerings of common shares, debt securities, warrants, subscription receipts or units for initial aggregate proceeds of up to $200 million during the next 25 months to potential purchasers in each province and territory of Canada (other than Quebec) and the United States. Vista expects that it will need to fund the initial capital requirements for the construction and development of its Paredones Amarillos gold project, once necessary permits and approvals have been received. Although the initial financings under the Offering Documents are expected to be used for the construction and development of our existing properties, the proceeds from financings under the Offering Documents may also be used by Vista to fund development of its other existing or acquired mineral properties, acquisitions, working capital requirements, repayment of outstanding indebtedness from time-to-time or for other general corporate purposes. The Offering Documents provide Vista with a flexible and efficient approach for completing future financings for corporate growth and development.

Changes in Accounting Policies and Recent Accounting Pronouncements

Changes in accounting policies

Effective September 30, 2008, we adopted the Emerging Issues Committee Abstract
172 ("EIC 172"), "Income Statement Presentation of a Tax Loss Carryforward Recognized Following an Unrealized Gain in Other Comprehensive Income." EIC 172 provides guidance on whether the tax benefit from the recognition of previously unrecognized tax los carryforwards consequent to the

recording of unrealized gains in other comprehensive income, such as unrealized gains on available-for-sale financial assets, should be recognized in net income or in other comprehensive income. EIC 172 should be applied retrospectively, with restatement of prior periods from January 1, 2007, the date of adoption of CICA (as defined below) Section 3855, "Financial Instruments - Recognition and Measurement."

The adoption of EIC 172 resulted in a reclassification of $1,132 of income tax recovery from the accumulated other comprehensive income balance to the accumulated deficit as of December 31, 2007. It also increased the Corporation's three-month loss for the period ended March 31, 2008 by $272.

Effective January 1, 2009, we adopted the following standards updates by the Canadian Institute of Chartered Accountants ("CICA"). These new standards have been adopted on a prospective basis with no restatement to prior period financial statements.

In February 2008, the CICA issued Section 3064, "Goodwill and Intangible Assets", which replaces Section 3062, "Goodwill and Intangible Assets," and results in a withdrawal of CICA Section 3450, "Research and Development Costs," and amendments to Accounting Guideline (AcG) 11, "Enterprises in the Development Stage," and CICA Section 1000, "Financial Statement Concepts." The standard intends to reduce the differences with International Financial Reporting Standards ("IFRS") in the accounting for intangible assets and results in closer alignment with U.S. GAAP. Under current Canadian standards, more items are recognized as assets than under IFRS or U.S. GAAP. The objectives of CICA
Section 3064 are to reinforce the principle-based approach to the recognition of assets only in accordance with the definition of an asset and the criteria for asset recognition; and clarify the application of the concept of matching revenues and expenses such that the current practice of recognizing assets that do not meet the definition and recognition criteria are eliminated. The standard will also provide guidance for the recognition of internally developed intangible assets (including research and development activities), ensuring consistent treatment of all intangible assets, whether separately acquired or internally developed. This standard will be effective for fiscal years beginning on or after October 1, 2008. The Corporation has determined there is no impact on its current financial statements.

Certain U.S. Federal Income Tax Considerations

NOTICE PURSUANT TO IRS CIRCULAR 230: NOTHING CONTAINED IN THIS SUMMARY CONCERNING ANY U.S. FEDERAL TAX ISSUE IS INTENDED OR WRITTEN TO BE USED, AND IT CANNOT BE USED, BY A U.S. HOLDER (AS DEFINED IN MATERIAL REFERENCED BELOW), FOR THE PURPOSE OF AVOIDING U.S. FEDERAL TAX PENALTIES UNDER THE CODE (AS DEFINED BELOW). THIS SUMMARY WAS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED BY THIS DOCUMENT. EACH U.S. HOLDER SHOULD SEEK U.S. FEDERAL TAX ADVICE, BASED ON SUCH U.S. HOLDER'S PARTICULAR CIRCUMSTANCES, FROM AN INDEPENDENT TAX ADVISOR.

Vista has been a "passive foreign investment company" ("PFIC") as defined under
Section 1297 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), in recent years and expects to continue to be a PFIC in the future. Current and prospective United States shareholders should consult their tax advisors as to the tax consequences of PFIC classification and the U.S. federal tax treatment of PFICs. Additional information on this matter is included in Vista's Annual Report on Form 10-K for the year ended December 31, 2008, as amended, under "Part II. Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - U.S. Federal Income Tax Consequences".

Note Regarding Forward-Looking Statements

This document and any document (or portion thereof) incorporated by reference into this document, contain "forward-looking statements" within the meaning of
Section 27A of the U.S. Securities Act of 1933, as amended, and 21E of the U.S. Securities Exchange Act of 1934, as amended, and forward-looking information under Canadian securities laws, that are intended to be covered by the safe harbor created by such legislation. All statements, other than statements of historical facts, included in this document, our other filings with the SEC and Canadian securities commissions and in press releases and public statements by our officers or representatives, that address activities, events or developments that we expect or anticipate will or may occur in the future are forward-looking statements and forward-looking information, including, but not limited to, such things as those listed below:

† estimates of future operating and financial performance;

† potential funding requirements and sources of capital;

† the timing, performance and results of feasibility studies;

† timing and receipt of required land use, environmental and other permits for the Paredones Amarillos gold project and timing for starting and completion of drilling and testing programs at the Paredones Amarillos gold project;

† plans to confirm the validity of the Change of Land Use Permit for the Paredones Amarillos gold project and timing and outcome for confirmation of the status of this permit and timing and outcome for alternative application for an interim Change of Land Use Permit for the drilling program and a new Change of Land Use Permit for the Paredones Amarillos gold project;

† timing and outcome for application for the Temporary Occupation Permit for mining activities at the Paredones Amarillos gold project;

† plans to purchase remaining surface land or obtain rights-of-way required by the Paredones Amarillos gold project;

† capital and operating cost estimates for the Paredones Amarillos gold project, and anticipated timing of commencement of construction at the Paredones Amarillos gold project;

† plans for evaluation of the Mt. Todd gold project, including estimates of silver, copper and gold resources;

† preliminary assessment results and plans for a pre-feasibility study at the Mt. Todd gold project;

† results of drilling programs and prospects for exploration and conversion of resources at the Mt. Todd gold project;

† potential for gold production at the Amayapampa gold project, timing and receipt of future payments in connection with the disposal of the Amayapampa gold project and status of legal proceedings in Bolivia;

† ongoing debt service requirements for the Notes and potential redemption or conversion of the Notes;

† future gold prices;

† future business strategy, competitive strengths, goals and expansion and growth of our business;

† Vista's potential status as a producer;

† plans and estimates concerning potential project development, including matters such as schedules, estimated completion dates and estimated capital and operating costs;

† plans and proposed timetables for exploration programs and estimates of exploration expenditures;

† estimates of mineral reserves and mineral resources; and

† future share price and valuation for Vista and for marketable securities held by Vista. . . .