SENIOR SECURED NOTES REPURCHASE AGREEMENT

EXHIBIT 10.2

SENIOR SECURED NOTES REPURCHASE AGREEMENT

This SENIOR SECURED NOTES REPURCHASE AGREEMENT (this “ Agreement ”) to repurchase 10% Senior Secured Notes of Vista Gold Corporation due March 4, 2011 is made as of July 14, 2009 by and between Whitebox Convertible Arbitrage Partners, LP (the “ Holder ”) and Vista Gold Corporation, a company organized and existing under the laws of the Yukon Territory, Canada (the “ Company ”).

RECITALS

WHEREAS , the Holder is the legal and beneficial owner and holder of the 10% Senior Secured Notes of the Company due March 4, 2011 (the “ Notes ”) identified on Schedule A hereto, issued pursuant to a Senior Secured Note Indenture dated March 4, 2008 (the “ Indenture ”) by and among, the Company, Minera Paredones Amarillos S.A. de C.V., as guarantor,HSBC Bank USA, N.A., as trustee (the “ Trustee ”), and HSBC México, S.A. de C.V., Institución de Banca Múltiple, Grupo Financiero HSBC, División Fiduciaria , as collateral agent;

WHEREAS , the Holder, desiring to sell the Notes, approached the Company with respect thereto, and the Company in turn desires to repurchase Notes from the Holder in the aggregate principal amount identified on Schedule A hereto (the “ Subject Notes ”).

NOW THEREFORE , in consideration of the mutual promises, representations, warranties, covenants and agreements of the parties contained herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.1        Repurchase and Sale of the Subject Notes . Subject to the terms and conditions of this Agreement, the Company agrees to repurchase from the Holder and the Holder agrees to sell to the Company the Subject Notes identified on Schedule A hereto, in the principal amount and for an aggregate purchase price as set forth on Schedule A hereto.

1.2        Closing . The repurchase and sale of the Subject Notes shall take place at the offices of Dorsey & Whitney LLP, 370 17 ^th Street, Denver, Colorado 80202 on July 14, 2009 (the “ Closing Date ”). 

1.3        Delivery and Payment . On or prior to the Closing Date, the Holder shall deliver to the Company the Subject Notes, duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Trustee, against payment by the Company to the Holder of the aggregate purchase price described on Schedule A hereto (the “ Purchase Price ”), by wire transfer using the wire transfer instructions to be provided separately to the Company by the Holder. Upon receipt by the Holder of the Purchase Price, the Company shall become the legal

and beneficial owner of the Subject Notes and all of the rights and interest therein or related thereto and to monies due and to become due under the terms of the Subject Notes.

1.4        Cancellation . The Holder hereby agrees that upon receipt of the Purchase Price, the Subject Notes shall be cancelled by the Trustee and the Company shall have no further obligation to the Holder thereunder.

The Holder’s obligation to sell the Subject Notes and to take the other actions required to be taken by the Holder pursuant to this Agreement is subject to the satisfaction, or waiver, of the following conditions:

2.1        Accuracy of Representations and Warranties . The representations and warranties of the Company made in this Agreement shall be true and correct in all respects, as of the date hereof and as of the Closing Date as though then made.

2.2        Performance . The Company shall have duly performed and complied with all of the obligations that the Company is required to perform or to comply with pursuant to this Agreement on or prior to the Closing Date.

The Company’s obligation to repurchase the Subject Notes and to take the other actions required to be taken by the Company pursuant to this Agreement is subject to the satisfaction, or waiver, of the following conditions:

3.1        Accuracy of Representations and Warranties . The representations and warranties of the Holder made in this Agreement shall be true and correct in all respects, as of the date hereof and as of the Closing Date as though then made.

3.2        Performance . The Holder shall have duly performed and complied with all of the obligations that the Holder is required to perform or to comply with pursuant to this Agreement on or prior to the Closing Date.

4.1        Holder’s Authority . The Holder has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Holder of this Agreement has been duly and validly authorized by all requisite action of the Holder.

4.2        Title to the Subject Notes . The Holder has and as of the Closing Date will have good and marketable title and interest (legal and beneficial) in and to the Subject Notes, free and clear of any encumbrances, including, without limitation, any charge, claim, condition, equitable interest, lien, option, pledge, security interest, right of first refusal, or restriction of any kind,

including any restriction on use, voting, transfer, receipt of income, or exercise of any other attribute of ownership.

4.3        Binding and Enforceable . This Agreement constitutes a valid and binding agreement of the Holder, enforceable against the Holder in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

4.4        No Consent Required . No consent, authorization, approval, order, license, certificate or permit or act of or from, or declaration or filing with, any foreign, federal, state, local or other governmental authority or regulatory body or any court or other tribunal or any party to any contract, agreement, instrument, lease or license to which the Holder is a party, is required for the execution, delivery or performance by the Holder of this Agreement or any of the other agreements, instruments and documents being or to be executed and delivered hereunder or in connection herewith or for the consummation of the transactions contemplated hereby.

4.5        No Conflict . Neither the execution and delivery of this Agreement or the consummation of any of the transactions contemplated hereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default (with or without notice or lapse of time, or both), or an event creating rights of acceleration, termination or cancellation or a loss of rights under (i) any material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation