Pursuant to the terms of the Option Agreement, Vista has granted Cangold the right to earn a 70% interest in the GdlR Project by:

making payments totaling US$5,000,000 in five payments over a three-year period, with payments totaling US$1,000,000 in the first year ( US$150,000 of which was paid at signing), US$1,500,000 in the second year and US$2,500,000 in the third year;

operating the GdlR project, maintaining the concessions comprising the GdlR Project in good standing; and

fulfilling all of the obligations of MGS, Vista’s wholly-owned subsidiary, to the Ejido La Tasajera (the " Ejido ") as set out in the temporary occupation contract between MGS and the Ejido .

The Option Agreement provides that all cash payments are non-refundable and optional to Cangold, and in the event Cangold fails to pay any of the required amounts on the scheduled dates or fails to comply with its other obligations, the Option Agreement will terminate and Cangold will have no interest in the GdlR Project.

Provided it is not in breach of the Option Agreement, Cangold may at its discretion advance the above payment schedule and exercise the initial option for a 70% interest in the GdlR Project any time during the three-year period.

Subject to Cangold earning a 70% interest in the GdlR Project, Vista has granted Cangold an additional option to earn the remaining 30% interest in the GdlR Project by notifying Vista of a production decision and by making a cash payment to Vista of US$3,000,000 plus an additional cash payment based on a formula that includes the growth, if any, in estimated NI 43-101 Measured and Indicated mineral resources of the GdlR Project, and the then prevailing spot gold price ("Escalator Payment").

Should Cangold determine not to put the GdlR Project into production, the Option Agreement provides Vista with the right to buy back Cangold’s 70% interest in the GdlR Project for a cash payment of US$5,000,000 plus the Escalator Payment described above. If Vista does not exercise its buyback option, Vista will still retain a right of first refusal should Cangold elect to sell its 70% interest in the GdlR Project to a third party.