VISTA GOLD CORP.Warrant Indenture • November 15th, 2005 • Vista Gold Corp • Gold and silver ores • British Columbia
VISTA GOLD CORP., a corporation continued under the laws of the Yukon Territory, having an office at Suite 5, 7961 Shaffer Parkway, Littleton, Colorado, U.S.A. 80127
SUBSCRIPTION AGREEMENTSubscription Agreement • November 15th, 2005 • Vista Gold Corp • Gold and silver ores • British Columbia
A completed and originally executed copy of this Subscription Agreement, the Confirmation of Status as U.S. “Accredited Investor” attached as Schedule ”A” and if the Purchaser is a resident of any Canadian jurisdiction, the Confirmation of Status as Canadian “Accredited Investor” attached as Schedule ”B”, must be delivered by no later than 4:30 p.m. (Vancouver time) on September 21, 2005 to:
GLOBAL RESOURCE INVESTMENTS LTD. Carlsbad, California 92009 QUEST SECURITIES CORPORATION Suite 3110, 77 King Street West, Royal Trust Tower Toronto, Ontario, M5K 1H1Vista Gold Corp • November 15th, 2005 • Gold and silver ores • Ontario
Further to our recent conversations, this letter agreement (the “Letter Agreement”) will confirm our various discussions and, when executed, will constitute a legally binding agreement for the payment by Vista Gold Corp. (the “Company”) to each of Global Resource Investments Ltd. (“Global”) and Quest Securities Corporation (“Quest” and together with Global, each a “Finder” and together the “Finders”) a finder’s fee (each a “Finder’s Fee” and together the “Finders’ Fees”) in connection with the proposed private placement by the Company (the “Financing”) of units (the “Units”) comprised of one Share and one Warrant, in respect of persons introduced by either Finder to the Company, or associates or affiliates of such persons (the “Investors”). Capitalized terms not defined herein have the meanings given them in the Subscription Agreement of approximate even date between the Company and the Purchasers named therein.
INDEMNITYIndemnity • November 15th, 2005 • Vista Gold Corp • Gold and silver ores
In accordance with a Finders’ Fee agreement (the “Agreement”) dated for reference September 9, 2005 between (i) VISTA GOLD CORP. (the “Company”) and (ii) GLOBAL RESOURCE INVESTMENTS LTD. and QUEST SECURITIES CORPORATION (each, a “Finder” and together, the “Finders”), the Company agrees as follows:
