Management's Discussion and Analysis ("MD&A") of the consolidated operating results and financial condition of Vista Gold Corp. ("Vista," "Vista Gold" or the "Corporation") for the three- and nine-month periods ended September 30, 2009 have been prepared based on information available to us as of November 9, 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 15 to the consolidated interim financial statements for the period ended September 30, 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 (000's), except per share, per ounce amounts and number of shares, unless otherwise noted.

Results from Operations

Our consolidated net loss for the three-month period ended September 30, 2009, was $1,717 or $0.05 per share compared to a consolidated net loss of $2,823 or $0.08 per share for the same period in 2008. Our consolidated net earnings for the nine-month period ended September 30, 2009, was $293 or $0.01 per share compared to a consolidated net loss of $6,994 or $0.20 per share for the same period in 2008. For the three-month period, the decrease in the consolidated net loss of $1,106 from the prior period is primarily due to a gain of $537 on the repurchase of convertible notes. On July 14, 2009, we repurchased $1.333 million of our convertible notes for $866, which resulted in a gain. Also contributing to the decrease in the consolidated net loss for the three-month period was an increase in the gain on currency translation of $256 and a decrease in corporate administration and investor relations of $419; these amounts were partially offset by an increase in exploration, property evaluation and holding costs of $167. The increase in the consolidated net earnings of $7,287 for the nine-month period from the prior year period is largely due to a gain on disposal of marketable securities of $6,829. The gain was the result of the sale of our Allied Nevada Gold Corp. ("Allied") shares which we retained in connection with the transaction that resulted in the formation of Allied and the transfer of Vista's Nevada properties to Allied. Also contributing to this increase was the gain on the repurchase of convertible notes of $537, a decrease in corporate administration and investor relations of $974 and an increase in the gain on currency translation of $295. These increases have been partially offset by an increase in exploration, evaluation and holding costs of $272, an increase in the future income tax expense of $550, an increase in the write-down of marketable securities of $123 and a decrease in interest income of $352.

Exploration, property evaluation and holding costs

Exploration, property evaluation and holding costs were $412 for the three-month period ended September 30, 2009 and $1,014 for the nine-month period ended September 30, 2009, as compared with $245 and $742 for the same periods in 2008. For both the three-month and nine-month periods, 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 $1,320 during the three-month period ended September 30, 2009, compared with $1,739 for the same period in 2008. The decrease of $419 from the respective prior period is primarily due to the following:

· Stock-based compensation expense decreased by $359 for the three-month period ended September 30, 2009. 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.

· Legal costs decreased by $64 for the three-month period ended September 30, 2009.

Corporate administration and investor relations costs decreased to $3,305 for the nine-month period ended September 30, 2009 compared with $4,279 for the same period in 2008. The decrease of $974 from the respective prior period is primarily due to the following:

· Stock-based compensation expense decreased by $723 for the nine-month period ended September 30, 2009. This decrease is primarily due to a decrease in the stock-based compensation expense for new grants, a decrease in the number of options granted during the year and an increase in the stock-based compensation amount being capitalized as mineral properties.

· Securities and compliance fees expense decreased by $100 for the nine-month period ended September 30, 2009.

· Audit, tax and Sarbanes-Oxley compliance fees decreased by $132 for the nine-month period ended September 30, 2009 as we work with our auditors and outside consultants to reduce these fees.

Depreciation and amortization

Depreciation and amortization expense increased to $66 during the three-month period ended September 30, 2009 and $180 for the nine-month period ended September 30, 2009, compared with $44 and $123 for the same periods in 2008. The increases of $22 and $57 from the respective prior periods are mostly due to an increase in capital equipment at the Mt. Todd gold project and the Paredones gold project that has begun to be depreciated.

Interest expense

Interest expense of $560 during the three-month period ended September 30, 2009 was less than $617 for the same period in 2008. This decrease is due to the repurchase of certain convertible notes during the period (see "Consolidated Financial Statements - Note 7".) Interest expense increased to $1,723 for the nine-month period ended September 30, 2009, as compared with $1,386 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 118 days of interest were recorded for the 2008 period. For the three-month period ended September 30, 2009, $252 is attributable to the accretion of the debt discount and $308 is attributable to interest expense. For the nine-month period ended September 30, 2009, $775 is attributable to the accretion of the debt discount and $948 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

Gain/(loss) on disposal of marketable securities

For the three-month period ended September 30, 2009, we realized a gain of $14 on the disposal of marketable securities. There were no gains or losses for the same period in 2008. The gain for the three-month period in 2009 resulted from the sale of securities that had a book value of $6.

For the nine-month period ended September 30, 2009, we realized a gain of $6,829 on the disposal of marketable securities as compared to a loss on the disposal of marketable securities of $67 for the same period in 2008. The gain of $6,829 was mostly the result of our sale on April 3, 2009, of all 1,529,848 common shares of Allied Nevada Gold Corp. for $9,016. These shares had a book value of $2,194.

At September 30, 2009, we held marketable securities available for sale with a quoted market value of $791. 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.

Gain on repurchase of convertible notes

On July 14, 2009, Vista entered into Note Repurchase Agreements (the "Whitebox Repurchase Agreements") with Whitebox Combined Partners, LP ("Whitebox Combined Partners"), Whitebox Convertible Arbitrage Partners, LP ("Whitebox Convertible Arbitrage") and Whitebox Special Opportunities Fund Series B Partners, LP ("Whitebox Special Opportunities") whereby the Corporation agreed to repurchase their respective Notes.

Pursuant to the Whitebox Repurchase Agreements, the Corporation agreed to repurchase Notes (i) in the principal amount of $504,000 from Whitebox Combined Partners for an aggregate purchase price, including interest, of $331,800;
(ii) in the principal amount of $510,000 from Whitebox Convertible Arbitrage for an aggregate purchase price, including interest, of $335,750; and (iii) in the principal amount of $319,000 from Whitebox Special Opportunities for an aggregate purchase price, including interest, of $210,008, based on a settlement date of July 14, 2009. The Corporation allocated the consideration paid on the repurchase of the convertible notes to the liability and equity elements of the security based on their relative fair values at the date of the transaction. A gain of $537,000 was recorded in the Corporation's Consolidated Statement of Earnings and (Loss) as a result of the convertible notes repurchase. There were no similar transactions during the 2008 periods.

The Whitebox Repurchase Agreements were initiated by Whitebox Advisors LLC and were not the result of any solicitation by or on behalf of the Corporation. The Corporation has not initiated any broader effort to repurchase or restructure any of its remaining Notes and did not act upon the basis of material non-public information in determining to enter into the Whitebox Repurchase Agreements.

Interest income

Interest income decreased to $16 for the three-month period ended September 30, 2009 and $65 for the nine-month period ended September 30, 2009 as compared with $137 and $417 for the same periods in 2008. The decreases of $121 and $352 from the respective prior periods are due falling interest rates in the market.

Future income tax (benefit)/expense

During the three-month period ended September 30, 2009, the future income tax benefit was $24 compared to a future income tax expense of $114 for the 2008 period. During the nine-month period ended September 30, 2009, the future income tax expense was $757 compared with $207 for the same period in 2008. The increase in the future tax benefit for the three-month period ended September 30, 2009 as compared to the 2008 period is the result of an increase in the unrealized holding gain on marketable securities which created a future tax benefit for the 2009 period as compared to an unrealized holding loss that created a tax expense for the 2008 period. For the nine-month period ended September 30, 2009, the increase in the future income tax expense as compared to the prior periods is mostly the result of the sale of the Allied Nevada Gold Corp. shares on April 3, 2009. In previous periods a future income tax benefit was recorded in respect of previously unrecognized tax loss carry forwards as these losses were expected to cover any taxable gains that would arise as a result of the increase in value of the marketable securities. When these securities were disposed of, the unrealized gains were transferred from other comprehensive income/(loss) to net earnings. Since no taxable gain arose on this disposal, an income tax expense was recorded in the current period to reverse the benefit recorded in prior periods. The net impact is such that no tax is payable on this disposal and accordingly the cumulative tax expense recorded in the Consolidated Statement of Earnings and (Loss) reflects the tax benefit associated with Vista's remaining marketable securities.

Financial Position, Liquidity and Capital Resources

Cash used in operations

Net cash used in operating activities was $964 for the three-month period ended September 30, 2009, compared to $1,706 for the same period in 2008. The decrease of $742 is mostly the result of a decrease in cash used for accounts payable, accrued liabilities and other of $588, a decrease in cash used for prepaids and other of $178, which was offset by an increase in cash used for accounts receivable of $37 and an increase in interest paid on our convertible notes of $11.

Net cash used in operating activities was $5,189 for the nine-month period ended September 30, 2009, compared to $4,985 for the same period in 2008. The increase of $204 is mostly the result of the increase in interest paid of $669 on the Notes. The Notes were issued on March 4, 2008 and therefore only 72 days of interest had accrued as of June 15, 2008, the date at which interest is paid. Other variances include a decrease in cash received from accounts receivable of $93, a decrease in cash used for prepaids and other of $229, a decrease in cash used for accounts payable, accrued liabilities and other of $240 as well as an overall decrease in non-cash items of $7,800 which was offset by a decrease in the net loss of $6,993.

Investing activities

Net cash used in investing activities decreased to $1,454 for the three-month period ended September 30, 2009, as compared to $3,342 for the same period in 2008. The decrease in cash used in investing activities of $1,888 is due to the following:

· A decrease in cash used for additions to mineral properties of $1,742. During the 2008 period we undertook a drilling program at the Mt. Todd gold mine and were in the process of completing a feasibility study for the Paredones Amarillos gold project. These projects were completed during 2008.

· A decrease in cash received from short-term loans of $350. In connection with the sale of our Amayapampa gold project in April 2008 (see Consolidation Financial Statements - Note 3) we loaned to Republic $350 to cover ongoing expenses at the Amayapampa gold project. They repaid this amount during the three-month period ended September 30, 2008.

Net cash provided by investing activities increased to $5,805 for the nine-month period ended September 30, 2009, as compared to net cash used in investing activities of $24,650 for the same period in 2008. The increase in cash provided by investing activities of $30,455 is mostly the result of the following:

· A decrease in the additions to plant and equipment of $16,746. During 2008, we completed a brokered private placement of $30,000 principal amount of Notes (see Consolidated Financial Statements - Note 7) and 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 nine-month period ended September 30, 2009.

· A decrease in the acquisition of mineral property of $452. On January 24, 2008, we completed the acquisition of interests in various mineral properties adjacent to our Guadalupe de los Reyes project in Mexico. The consideration paid by Vista for the acquisition of these interests included cash payments totaling $452. There was no similar purchase during the nine-month period ended September 30, 2009.

· An increase in the proceeds from the sale of marketable securities of $8,966. On April 3, 2009, we sold all 1,529,848 common shares of Allied Nevada Gold Corp. we held $9,016.

· An increase in the proceeds received upon the disposal of mineral property. In June 2009, we sold most of the remaining patented mining claims in Colorado for $188. There were no similar transactions during the 2008 period.

· A decrease in cash used for additions to mineral properties of $3,986. During the 2008 period, we undertook a drilling program at the Mt. Todd gold mine and were in the process of completing a feasibility study for the Paredones Amarillos gold project. These projects were completed during 2008.

Financing activities

Net cash provided by financing activities was $19,841 for the three-month period ended September 30, 2009, as compared to net cash provided by financing activities of $70 for the same period in 2008. This increase is the result of the completion of a public offering on September 21, 2009 and the completion of the over-allotment on September 25, 2009 in which we offered and sold an aggregate 10.12 million common shares (see Consolidated Financial Statements - Note 8). Proceeds to Vista after commission and other fees were $20.7 million. There were no similar transactions during the three-month period in 2008.

Net cash provided by financing activities was $19,841 for the nine-month period ended September 30, 2009, as compared to $31,470 for the same period in 2008. This decrease is primarily the result of the completion of the public offering and over-allotment as discussed during the three-month period as compared to the completion of a brokered private placement on March 4, 2008 in which we offered and sold $30,000 in aggregate principal amount of senior secured convertible notes (the "Notes") (see Consolidated Financial Statements - Note 7). Proceeds to Vista after legal and other fees were $28,390.

There were no warrant exercises or exercises of stock options during the three-month period ended September 30, 2009 as compared to stock option exercises of $70 during the 2008 period. There were no warrant exercises during the three-month period in 2008.

There were no warrant exercises or exercises of stock options during the nine-month period ended September 30, 2009 as compared to stock option exercises of $139 and warrant exercises of $2,941 during the 2008 period.

Liquidity and Capital Resources

At September 30, 2009, our total assets were $94,266 compared to $75,765 at December 31, 2008, representing an increase of $18,501. At September 30, 2009, we had working capital of $33,596 compared to $21,209 at December 31, 2008, representing an increase of $12,387. This increase relates primarily to an increase in our cash balance from year end as a result of our public offering and the over-allotment during September 2009 (see Consolidated Financial Statements - Note 8).

The principal component of working capital at both September 30, 2009 and December 31, 2008, is cash and cash equivalents of $33,723 and $13,266, respectively. Other components include marketable securities (September 30, 2009
- $791; December 31, 2008 - $8,153) and other liquid assets (September 30, 2009
- $600; December 31, 2008 - $593).

As a result of the delay in the issuance of the Change of Forest 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 September 21, 2009, we announced the closing of our previously announced public offering of common shares. The Corporation sold to Dahlman Rose & Company and Wellington West Capital Markets, as underwriters, 8.8 million common shares at a price of $2.25 per common share. The Corporation granted the underwriters a 30-day option to purchase up to 1.32 million additional common shares to cover over-allotments, if any.

On September 25, 2009, we announced the closing of the sale of 1.32 million common shares, pursuant to the underwriters' exercise of the over-allotment option, which Vista granted in connection with its public offering of common shares. Consistent with the public offering of common shares that closed on September 21, 2009, the 1.32 million common shares were sold to Dahlman Rose & Company LLC and Wellington West Capital Markets, as underwriters, at the public offering price of $2.25 per common share. The over-allotment and the public offering were made pursuant to Vista's shelf registration statement filed with the U.S. Securities and Exchange Commission (the "SEC") and a shelf prospectus filed with certain Canadian securities regulatory authorities. With the sale of the additional 1.32 million common shares to the underwriters, 10.12 million common shares in total were sold in connection with the offering.

Proceeds to the Corporation from the offering, net of commissions and expenses, were approximately $20.5 million, which includes net proceeds of approximately $2.7 million from the sale of the 1.32 million common shares pursuant to the underwriters' exercise of the over-allotment option.

Vista intends to use the net proceeds from the offering (i) to fund drilling, exploration, and engineering/technical activities (including the preparation of a feasibility study) on its Mt. Todd gold project, (ii) to fund the engineering, design and other technical activities to advance its Paredones Amarillos gold project, (iii) to fund exploration activities and if warranted, drilling programs at its Guadalupe de los Reyes gold project and (iv) to fund acquisitions, and further development of acquired mineral properties, working capital requirements and/or for other general corporate purposes.

There has been a severe deterioration in global credit and equity markets. This has resulted in the need for government intervention in major banks, financial institutions and insurers and has also resulted in greater volatility, increased credit losses and tighter credit conditions. These disruptions in the current credit and financial markets have had a significant material adverse impact on a number of financial institutions and have limited access to capital and credit for many companies. These disruptions could, among other things, make it more difficult for us to obtain, or increase our cost of obtaining, capital and financing for our operations. In September, we completed a financing for net proceeds of $20.5 million. Management expects that the proceeds from this offering will be sufficient to meet our expenditures for corporate administration and day to day operations for the next 16 months and does not expect that we will require additional financing for such purposes during that time. However, we do expect to seek project financing for our Paredones Amarillos gold project in the next three to six months. Further, if our capital costs exceed management's expectations or new project opportunities become available and desirable to us, we may need to access additional capital. Further, our access to additional capital may not be available on terms acceptable to us or at all.

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)         $    33,580       $      2,867     $       30,713     $             -     $            -
Purchase obligations(2)               $       300       $        100     $          200     $             -     $            -
Operating lease obligations           $        42       $         42     $            -     $             -     $            -
Total                                 $    34,022       $      3,109     $       30,913     $             -     $            -

(1) Long-term debt obligations including interest payments related to the Corporation's issuance of the Notes, are discussed in the Consolidated Financial Statements - Note 7.

(2) Purchase obligations include option payments totaling $300 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.

Transactions with Related Parties

On April 1, 2009, the Corporation entered into an agreement with Sierra Partners LLC ("Sierra") to provide investor relations and corporate finance consulting services to the Corporation. The founder and partner of Sierra is also a director of the Corporation. Under the terms of the agreement, Sierra will provide consulting services to the Corporation commencing April 1, 2009 and ending on March 31, 2010. Sierra will assist with the Corporation's efforts to maintain an Investor Relations program and provide support and analysis of the Corporation's general corporate finance and strategy efforts. As compensation for these services, the Corporation agreed to pay to Sierra a monthly retainer fee of $10,000 during the term and issue to Sierra 60,000 of the Corporation's stock options. As of September 30, 2009, the Corporation had made payments totaling $60,000 and had issued the 60,000 stock options with a recorded expense of $30,363.

Project updates

Mt. Todd Gold Project Metallurgical Test Results

On August 26, 2009, we announced the updated results of metallurgical tests completed for the Mt. Todd gold project. As part of the on-going engineering studies on the development of the Mt. Todd gold project, Resource Development, Inc. ("RDi") of Wheat Ridge, Colorado, JKTech Pty Ltd ("JKTech") of Queensland, Australia, and Ausenco Services Pty Ltd ("Ausenco") of Perth, Australia, recently completed additional successful metallurgical test programs and simulations. The metallurgical tests were conducted on core from the 2008 Mt. Todd drilling program that is believed to be representative of approximately 80% of the ore contained in the pit shape identified in Vista's May 2009 preliminary economic assessment (please refer to Vista's press release dated June 4, 2009).

The RDi test work confirms a gold recovery of 82% in a whole ore leach circuit with ore that has been ground to a relatively coarse size of 80% passing 100 mesh. JKTech completed testing to determine ore grinding characteristics for both conventional crushing/grinding as well as crushing with high pressure grinding rolls ("HPGR") followed by grinding. The results of the JKTech testing together with other information were used by Ausenco in a comminution circuit simulation. The work by Ausenco confirmed earlier test work completed by Vista, and indicated energy and operating cost savings may be realized by utilizing HPGR technology for processing the Mt. Todd ore. The results of these studies and simulations will be incorporated into a preliminary feasibility study which Vista expects to complete by the end of the fourth quarter of this year.

Deepak Malhotra, PhD, an independent "qualified person" with in the meaning of National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") who supervised the preprations of the scientific and technical information regarding the Mt. Todd metallurgical results included in this Form 10-Q.

Paredones Amarillos Gold Project Feasibility Study Update Results and Project Update

On September 2, 2009, we announced the results of a feasibility study update (the "Updated Study") completed by SRK Consulting (U.S.), Inc. ("SRK") of Lakewood, Colorado, on our Paredones Amarillos gold project.

During the past four months prior to this announcement, Vista undertook a . . .