GLOBAL RESOURCE INVESTMENTS LTD.
0000 XX XXXXXX XXXX
XXXXXXXX, XXXXXXXXXX
00000
March 18, 0000
Xxxxx Xxxx Xxxx.
Xxxxx 0
0000 Xxxxxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxx
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ATTENTION: XXXXXX X. XXXXXXXX
Dear Sirs:
In respect of the Agency Agreement dated February 1, 2002 (the "Agency
Agreement") and the Debenture Offering (as defined in the Agency Agreement)
provided for therein, we confirm that Vista Gold Corp. ("Vista") and Global
Resource Investments Ltd. ("Global") have agreed to amend the terms of the
escrow of the funds from the Debenture Offering to provide that the funds shall
not be released out of escrow to Vista until the ongoing lawsuit by USF&G has
been dismissed, and to amend the manner in which the Agent's Commission is paid
to the Agent.
Vista and Global agree to amend the Agency Agreement as follows:
1. Section 2.3 is deleted and replaced with the following:
"2.3 In consideration of the services performed by the Agent under this
Agreement, which services shall include:
(a) acting as the Company's agent to solicit offers to purchase
the Debentures;
(b) advising the Company with respect to the private placement of
the Debentures; and
(c) co-ordinating and review of the private placement
documentation and assisting in the preparation of the form of
subscription agreement (the "Debenture Subscription Agreement") to be
entered into between the Company and each of the Purchasers;
the Company agrees to pay to the Agent at the of Closing (as
hereinafter defined) a commission (the "Agent's Debenture Commission")
equal to 8% of the gross proceeds received under the Debenture
Offering, payable in Agent's Units or securities exercisable to acquire
or convertible into Agent's Units and to use commercially reasonable
efforts to obtain shareholder approval to the issuance of the
Agent's Units or other securities issued to the agent in payment of
the Agent's Debenture Commission.
2. Section 2.5 is deleted and replaced with the following:
"2.5 The Debentures will be governed by the terms and conditions set
out in the certificates representing the Debentures, which will be in a
form acceptable to the Agent acting reasonably and will provide, among
other things, that:
(a) conversion of the Debentures is subject to the Company having
obtained the approval of its shareholders to the issuance of
the Warrants and the Debentures, the issuance of the common
shares of the Company (the "Debenture Shares") and Warrants
(the "Debenture Warrants") on conversion of the Debentures,
and the issuance of the Warrant Shares issuable on the
exercise of the Warrants and the Debenture Warrants as
required by The Toronto Stock Exchange and any other
applicable regulatory authorities (the "Shareholder
Approval"), and the Escrowed Proceeds (as defined below in
Section 2.6) having been released to the Company in accordance
with Section 2.6).
(b) if the Shareholder Approval is not obtained at the next Annual
Meeting of shareholders of the Company to be held in April
2002, the Debentures and all accrued interest shall
immediately become due and payable;
(c) if within 6 months of the Closing Date (i) the Company
has not filed and had accepted a Registration Statement with
the United States Securities and Exchange Commission (the
"SEC") pursuant to the 1933 Act relating to the Shares,
Warrants, Debentures, Debenture Shares, Debenture Warrants,
and all Warrant Shares (collectively, the "Securities"), so
that the Securities are not subject to any hold period in the
United States, or (ii) the Escrowed Proceeds (as defined below
in Section 2.6) have not been released to the Company in
accordance with Section 2.6, the Debentures and all accrued
interest shall, at the option of the holder, immediately
become due and payable; and
(d) anti-dilution provisions and provision for the appropriate
adjustment in the class, number and price of the Shares and
Warrants upon the occurrence of certain events, including any
subdivision, consolidation or reclassification of the common
shares of the Company, payments of stock dividends or the
amalgamation or other reorganization of the Company."
3. Section 2.6 is deleted and replaced with the following:
"2.6 On closing of the Debenture Offering, the gross proceeds (the
"Escrowed Proceeds") shall be placed into escrow with an escrow agent
mutually acceptable to the Company and the Agent acting reasonably and
shall be held in escrow until a meeting of the shareholders of the
Company is held to obtain the Shareholder Approval and until the Agent
has received evidence satisfactory to it, acting reasonably, that the
USF&G lawsuit has been dismissed. The parties agree that:
(a) the funds will be held in escrow until such time as the
Shareholder Approval is obtained and the Agent has received
evidence satisfactory to it acting reasonably that the USF&G
lawsuit has been dismissed. Upon receipt of the Shareholder
Approval and the dismissal of the lawsuit, the Agent and the
Company will deliver a joint notice to the escrow agent
directing it to release the escrowed funds to the Company. The
parties hereto agree that for the purposes of Article 4(a) of
the Escrow Agreement dated March 7, 2002 between the Agent,
the Company and Sun Trust Bank, "Shareholder Approval" shall
include each of the requirements set out in this paragraph
2.6(a); and
(b) if the Shareholder Approval is not obtained at the meeting,
the Debentures and all accrued interest will immediately
become due and payable and the escrow funds will be returned
to the Purchasers of the Debentures."
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Any defined terms in this Agreement shall have the meaning ascribed to them in
the Agency Agreement. The parties agree that all other provisions of the Agency
Agreement remain in full force and effect.
This Agreement may be executed in any number of counterparts and by facsimile,
each of which will be deemed to be an original, and all of which, when taken
together shall be deemed to be one and the same document and notwithstanding
their actual date of execution shall be deemed to be dated as of the date first
above written.
If the above is in accordance with your understanding, please sign and return to
Global a copy of this letter, whereupon this letter and your acceptance shall
constitute a binding agreement between Vista and Global.
GLOBAL RESOURCE INVESTMENTS LTD.
Per: /s/ XXXXX XXXXXXXX (CHIEF FINANCIAL OFFICER)
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Authorized Signatory
The above is hereby agreed to as of the date first above written.
VISTA GOLD CORP.
Per: /s/ XXXXXX X. XXXXXXXX (PRESIDENT AND CHIEF EXECUTIVE OFFICER)
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Authorized Signatory
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