SUBSCRIPTION AGREEMENT 10% Senior Secured Notes, each in the principal amount of US$1,000Subscription Agreement • March 7th, 2008 • Vista Gold Corp • Gold and silver ores • British Columbia
The undersigned (hereinafter referred to as the “Subscriber”) hereby irrevocably agrees to subscribe, at a subscription price of US$1,000 each, for 10% senior secured notes of the Corporation, each in the principal amount of US$1,000 (each a “Senior Secured Note” or “Note”). Each Senior Secured Note is convertible, in whole or in part, at the option of the Subscriber, at any time following the closing date and up to and including maturity into fully paid common shares (the “Note Shares”) at US$6.00 per Note Share. The Company shall have the right to force the conversion of the Notes on the date which is the 15th trading day after receiving notice from the Company that the weighted average price of the common shares on the American Stock Exchange has been equal to or greater than US$9.00 for a period of at least 15 consecutive trading days commencing on the first anniversary of the closing date of the offering (an “Acceleration Event”). The Senior Secured Notes shall be issued pursuant
AGENCY AGREEMENTAgency Agreement • March 7th, 2008 • Vista Gold Corp • Gold and silver ores • British Columbia
VISTA GOLD CORP., a company continued under the Yukon Business Corporations Act (Yukon Territory) and has its head office located at 7961 Shaffer Parkway, Suite 5, Littleton, CO 80127 U.S.A.
SENIOR SECURED NOTE INDENTURE among VISTA GOLD CORP. and Minera Paredones Amarillos S.A. de C.V., as Guarantor and HSBC BANK USA, N.A. , as Trustee and HSBC México, S.A. de C.V., Institución de Banca Múltiple, Grupo Financiero HSBC, División...Senior Secured Note Indenture • March 7th, 2008 • Vista Gold Corp • Gold and silver ores • British Columbia
WHEREAS the Trustee has full power and authority to execute this Indenture and to accept and execute the rights, powers, duties, obligations and responsibilities and any trusts herein imposed upon it;
