I, JASON J. BROOKS, Notary Public in and for the Province of British Columbia hereby certify that the
annexed document is a true and exact copy of the original of such document.
DATED at Vancouver, British Columbia, this 9th day of January, 1998.
/s/ JASON J. BROOKS
JASON J. BROOKS
Notary Public in and for the
Province of British Columbia
[YUKON JUSTIC LOGO]
BUSINESS CORPORATIONS ACT
CERTIFICATE OF CONTINUANCE
VISTA GOLD CORP.
I hereby certify that the above-mentioned corporation was continued into Yukon, as set out in the attached
Articles of Continuance, under section 190 of the Business Corporations Act.
Corporate Access Number: 26273 /s/ M. RICHARD ROBERTS
Date of Continuance: 1997-12-17 -----------------------------
M. Richard Roberts
Registrar of Corporations
CERTIFIED COPY OF RESOLUTIONS OF SHAREHOLDERS
I, William F. Sirett, Secretary of Vista Gold Corp. (the "Corporation") hereby certify that the attached is a true
copy of the resolutions duly passed by the shareholders of the Corporation on December 17, 1997 and that the
resolutions have not been modified or rescinded and are in full force as at the date hereof.
DATED as of the 17th day of December, 1997.
(Signed)WILLIAM F. SIRETT
William F. Sirett Secretary
VISTA GOLD CORPS.
"BE IT RESOLVED as a special resolution that:
1. pursuant to section 37 of the Company Act (British Columbia) the directors of Vista Gold Corp. (the
"Company") are hereby authorized to apply under section 190 of the Business Corporations Act (Yukon
Territory) to the Registrar of Corporations of the Yukon Territory for a Certificate of Continuance continuing the
Company under the Business Corporations Act (Yukon Territory);
2. the articles of continuance (the "Articles of Con