10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

(Mark One)

ýQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2005

OR

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-9025

VISTA GOLD CORP.

(Exact name of registrant as specified in its charter)

Continued under the laws of the Yukon Territory, Canada	None
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
7961 Shaffer Parkway
Suite 5
Littleton, Colorado	80127
(Address of principal executive offices)	(Zip Code)

(720) 981-1185

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  ý    No  o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act)

Yes  o   Noý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes  o   Noý

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

20,386,834

Common Shares, without par value, outstanding at November 10, 2005

VISTA GOLD CORP.
(An Exploration Stage Enterprise)
FORM 10-Q
For the Quarter Ended September 30, 2005

INDEX

PART I - FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS (Unaudited)
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 4.	CONTROLS AND PROCEDURES
PART II - OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 5.	OTHER INFORMATION
ITEM 6.	EXHIBITS
SIGNATURES

In this Report, unless otherwise indicated, all dollar amounts are expressed in United States dollars.

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PART I – FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

VISTA GOLD CORP. (An Exploration Stage Enterprise)

CONSOLIDATED BALANCE SHEETS — UNAUDITED

(U.S. dollars in thousands)	September 30, 2005			December 31, 2004
Assets:
Cash and cash equivalents	$	8,022		$	5,916
Marketable securities	137			140
Accounts receivable - Note 13	258			345
Supplies inventory, prepaids and other	429			425
Current assets	8,846			6,826
Restricted cash - Note 3	5,061			4,961
Mineral properties - Note 5	20,696			18,109
Plant and equipment - Note 6	1,274			1,351
Hycroft reclamation premium costs	1,451			1,541
	23,421			21,001
Total assets	$	37,328		$	32,788
Liabilities and Shareholders’ Equity:
Accounts payable	$	85		$	130
Current portion of capital lease obligations	9			—
Accrued liabilities and other	144			126
Current liabilities	238			256
Capital lease obligations	37			—
Accrued reclamation and closure costs - Note 10	4,194			4,188
Total liabilities	4,469			4,444
Capital stock, no par value: - Note 7
Preferred - unlimited shares authorized; no shares outstanding
Common - unlimited shares authorized; shares outstanding:
2005 - 20,386,834 and 2004 - 17,961,590	156,991			149,747
Warrants - Note 8	512			111
Options - Note 9	1,770			1,538
Contributed surplus	124			108
Deficit	(126,538		)	(123,160		)
Total shareholders’ equity	32,859			28,344
Total liabilities and shareholders’ equity	$	37,328		$	32,788
Nature of operations - Note 2
Commitments and contingencies - Note 10
Subsequent events - Note 14

The accompanying notes are an integral part of these consolidated financial statements.

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VISTA GOLD CORP. (An Exploration Stage Enterprise)

CONSOLIDATED STATEMENTS OF LOSS - UNAUDITED

													Cumulative
	Three Months Ended September 30,						Nine Months Ended September 30,						during Exploration
(U.S. dollars in thousands, except share data)	2005			2004			2005			2004			Stage
Costs and expenses:
Exploration, property evaluation and holding costs	$	472		$	501		$	1,391		$	1,450		$	4,730
Corporate administration and investor relations	410			373			1,756			1,702			6,730
Depreciation, depletion and amortization	56			53			169			157			662
Provision for reclamation and closure costs	—			—			—			—			1,048
Cost recoveries related to USF&G lawsuit	—			—			—			—			(240		)
Interest (income)/expense	(47		)	(4		)	(167		)	(26		)	(273		)
(Gain)/Loss on disposal of assets	—			—			(7		)	(8		)	(98		)
Other (income)/expense	(1		)	3			(1		)	(41		)	(65		)
Stock-based compensation	76			116			249			348			1,322
(Gain)/Loss on currency translation	4			—			4			(3		)	48
(Gain)/Loss on disposal of marketable securities	—			5			(16		)	5			(160		)
Write-down of marketable securities	—			—			—			—			118
Total costs and expenses	970			1,047			3,378			3,584			13,822
Net loss	$	(970	)	$	(1,047	)	$	(3,378	)	$	(3,584	)	$	(13,822	)
Weighted average number of shares outstanding	18,406,614			15,719,074			18,250,190			15,294,392
Basic and diluted loss per share	$	(0.05	)	$	(0.07	)	$	(0.19	)	$	(0.23	)

VISTA GOLD CORP. (An Exploration Stage Enterprise)

CONSOLIDATED STATEMENTS OF DEFICIT - UNAUDITED

	Three Months Ended September 30,						Nine Months Ended September 30,
(U.S. dollars in thousands)	2005			2004			2005			2004
Deficit, beginning of period, as previously reported	$	(125,568	)	$	(120,773	)	$	(123,160	)	$	(117,265	)
Stock-based compensation	—			—			—			(971		)
Deficit, beginning of period, as restated	(125,568		)	(120,773		)	(123,160		)	(118,236		)
Net loss	(970		)	(1,047		)	(3,378		)	(3,584		)
Deficit, end of period	$	(126,538	)	$	(121,820	)	$	(126,538	)	$	(121,820	)

The accompanying notes are an integral part of these consolidated financial statements.

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VISTA GOLD CORP. (An Exploration Stage Enterprise)

CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

													Cumulative
	Three Months Ended September 30,						Nine Months Ended September 30,						during Exploration
(U.S. dollars in thousands)	2005			2004			2005			2004			Stage
Cash flows from operating activities:
Loss for the period	$	(970	)	$	(1,047	)	$	(3,378	)	$	(3,584	)	$	(13,822	)
Adjustments to reconcile loss for the period to cash
provided by / (used in) operations:
Depreciation, depletion and amortization	56			53			169			157			662
Amortization of reclamatation costs	30			—			90			—			209
Provision for reclamation and closure costs	—			—			—			—			1,048
Reclamation and closure costs accrued, net	2			2			6			13			12
Stock based compensation	76			116			249			348			1,322
(Gain)/Loss on disposal of assets	—			—			(7		)	(8		)	(98		)
Cost recoveries related to USF&G lawsuit	—			—			—			—			(240		)
Write-down of marketable securities	—			—			—			—			118
(Gain)/Loss on sale of marketable securities	—			5			(16		)	5			(160		)
(Gain)/Loss on currency translation	—			—			—			—			44
Other non-cash items	—			—			—			—			120
Change in operating assets and liabilities:
Accounts receivable	(119		)	(300		)	168			162			3
Supplies inventory and prepaid expenses	33			(31		)	(4		)	(26		)	(128		)
Accounts payable and accrued liabilities	(65		)	80			(53		)	156			(1,072		)
Net cash used in operating activities	(957		)	(1,122		)	(2,776		)	(2,777		)	(11,983		)
Cash flows from investing activities:
Restricted cash - Note 3	(33		)	(1,104		)	(100		)	(3,392		)	(5,061		)
Acquisition of marketable securities	(12		)	—			(32		)	(26		)	(125		)
Proceeds from sale of marketable securities	—			8			51			8			319
Additions to mineral properties, net	(482		)	(512		)	(1,057		)	(680		)	(5,072		)
Acquisition of subsidiary net of cash acquired	—			—			(1,613		)	—			(1,613		)
Additions to plant and equipment	(6		)	(10		)	(20		)	(43		)	(1,786		)
Proceeds on disposal of fixed assets and supplies	—			—			10			8			264
Net cash used in investing activities	(533		)	(1,618		)	(2,761		)	(4,125		)	(13,073		)
Cash flows from financing activities:
Net proceeds from private placements - Note 7	7,245			6,112			7,245			6,112			21,924
Proceeds from exercise of warrants - Note 7	—			—			373			3,039			9,348
Proceeds from exercise of stock options - Note 7	—			315			25			332			1,132
Net cash provided by financing activities	7,245			6,427			7,643			9,483			32,404
Net increase/(decrease) in cash and cash equivalents	5,755			3,687			2,106			2,581			7,348
Cash and cash equivalents, beginning of period	2,267			4,414			5,916			5,520			674
Cash and cash equivalents, end of period	$	8,022		$	8,101		$	8,022		$	8,101		$	8,022

The accompanying notes are an integral part of these consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

(U.S. dollars unless specified otherwise)

1.General

The consolidated interim financial statements of Vista Gold Corp. (an Exploration Stage Enterprise) (the “Corporation”), as of September 30, 2005, and for the three-month and nine-month periods ended September 30, 2005, have been prepared by the Corporation without audit and do not include all of the disclosures required by generally accepted accounting principles in Canada for annual financial statements. As described in Note 12, generally accepted accounting principles in Canada differ in certain material respects from generally accepted accounting principles in the United States.  In the opinion of management, all of the adjustments necessary to fairly present the interim financial information set forth herein have been made.  These adjustments are of a normal and recurring nature. The results of operations for interim periods are not necessarily indicative of the operating results of a full year or of future years.  These interim financial statements should be read in conjunction with the financial statements and related footnotes included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2004, as amended by Amendment No. 1 thereto filed with the Commission on August 12, 2005.

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2.Nature of operations

The Corporation evaluates, acquires and explores gold exploration and potential development projects. As such, the Corporation is considered an Exploration Stage Enterprise. The Corporation’s approach to acquisitions of gold projects has generally been to seek projects within political jurisdictions with well established mining, land ownership and tax laws, which have adequate drilling and geological data to support the completion of a third-party review of the geological data and to complete an estimate of the gold mineralization. In addition, the Corporation looks for opportunities to improve the value of its gold projects through exploration drilling, and/or reengineering the operating assumptions underlying previous engineering work.

Gold production has gradually declined since mining activities were suspended at the Hycroft mine in 1998. Effective January 1, 2002, gold production is considered incidental and the Corporation stopped reporting the associated sales proceeds as revenue. Based on that, management of the Corporation decided during 2003 that the Corporation was an exploration-stage enterprise. For financial reporting purposes, commencing with the Corporation’s audited financial statements for the year ended December 31, 2003, the Corporation was characterized as an exploration-stage enterprise and its consolidated statements of loss, deficit and cash flows include columns showing cumulative amounts during the exploration stage (i.e., from January 1, 2002, the effective date when gold production was considered incidental).

Although the Corporation has reviewed and is satisfied with the title for all mineral properties in which it has a material interest, there is no guarantee that title to such concessions will not be challenged or impugned.

3.Restricted cash

The Corporation has pledged cash as collateral totalling $5.0 million to the U.S. Bureau of Land Management, Nevada State Office, to cover increased reclamation cost estimates at the Hycroft mine (Note 10).

4.Acquisition of PT Masmindo Dwi (Awak Mas Project)

On May 27, 2005, the Corporation completed its acquisition of the Awak Mas gold deposit in Sulawesi, Indonesia, pursuant to the exercise of its option to purchase the deposit for a purchase price of $1.5 million, as previously reported.  Under the terms of the option agreement, the Corporation had a six-month option period in which to conduct due diligence while paying the owners $15,000 per month.  The monthly option payments, as well as costs of up to $150,000 expended to correct any deficiencies in asset standing, were to be credited towards the purchase price.  On May 12, 2005, the Corporation transferred $1.2 million to an escrow account.  These funds were released to the ultimate vendors of the Awak Mas deposit, Weston and ORT (as defined below), upon completion of the final transaction documents.  The amount of $1.2 million represented the $1.5 million purchase price less:  the $150,000 deposit previously paid by the Corporation (which included $75,000 in aggregate option payments made by the Corporation); and $150,000 expended by the Corporation to correct deficiencies in asset standing.

The acquisition of the Awak Mas Project involved the Corporation’s purchase, through its wholly-owned subsidiary Vista Gold (Barbados) Corp. (“Vista Barbados”), of all of the outstanding shares of Salu Siwa Pty Ltd, an Australian company (“Salu Siwa”) from the two owners of Salu Siwa:  Weston Investments Pty Ltd., an Australian company (“Weston”) and Organic Resource Technology Limited, an Australian company (“ORT”).  Weston and ORT respectively owned 66% and 34% of the outstanding Salu Siwa shares.  Salu Siwa in turn owns 99% of the outstanding shares of PT Masmindo Dwi, an Indonesian company (“PT Masmindo”), which is the direct holder of the Awak Mas Project.  The remaining 1% of the outstanding PT Masmindo shares is held by ORT.  Transfer of this remaining 1% to Vista Barbados is subject to any approvals, consents or other statutory requirements of the Indonesian authorities that will be required to effect the completion of such share purchase.

Also in connection with this acquisition, certain creditors of PT Masmindo agreed to assign to Vista Gold Corp. (parent) an aggregate of $857,973 of notes payable owed by PT Masmindo to the creditors, as follows:  ORT Limited (of Australia) (previously known as Masmindo Mining Corp.) - $612,555.75; PT Masmindo Eka Sakti (of Indonesia) - $217,469.08; and Continental Goldfields Limited (of Western Australia) - $27,948.00.

This acquisition has been accounted for using the purchase method and results of operations have been consolidated since the date of acquisition. The following table summarizes the purchase price allocation based on preliminary estimates of the fair values of the assets acquired and liabilities assumed; appraisals and valuations are being conducted and final allocation will be made upon completion.

6

Purchase price:
Cash	$	1,500,000
Acquisition costs	112,976
	$	1,612,976
Assets acquired:
Cash	$	1,979
Current assets	80,389
Plant and equipment, net	27,456
Mineral properties	1,529,797
	$	1,639,621
Liabilities assumed:
Current liabilities	26,645
Net Assets Acquired	$	1,612,976

As of September 30, 2005, the consolidated capitalized mineral property costs for the Awak Mas Project (Note 5) were $1,658,446.

5.Mineral properties

	2004		2005
	December 31,		Acquisition			Option		Exploration &					Year to date		September 30,
($000’s)	net balance		costs			payments		land costs		Cost recovery			activity		Ending Balance
Maverick Springs, United States	$	1,143	$	—		$	—	$	76	$	(47	)	$	29	$	1,172
Mountain View, United States	751		—			25		28		—			53		804
Long Valley, United States	305		—			100		13		—			113		418
Wildcat, United States	981		—			—		17		—			17		998
Hasbrouck and Three Hills, United States	364		—			—		11		—			11		375
Yellow Pine, United States	293		—			—		3		—			3		296
Paredones Amarillos, Mexico	2,576		—			—		498		—			498		3,074
Guadalupe de los Reyes, Mexico	1,021		—			100		10		—			110		1,131
Amayapampa, Bolivia	10,561		—			85		—		—			85		10,646
Awak Mas, Indonesia	—		1,530			—		128		—			1,658		1,658
Other	114		(5		)	—		15		—			10		124
	$	18,109	$	1,525		$	310	$	799	$	(47	)	$	2,587	$	20,696

The recoverability of the carrying values of the Corporation’s mineral properties is dependent upon the successful start-up and commercial production from, or sale, or lease, of these properties and upon economic reserves being discovered or developed on the properties.  Development and/or start-up of any of these projects will depend, among other things, on management’s ability to raise additional capital for these purposes.  Although the Corporation has been successful in raising such capital in the past, there can be no assurance that it will be able to do so in the future.

6.Plant and equipment

	September 30, 2005						December 31, 2004
			Accumulated Depreciation and						Accumulated Depreciation and
($000’s)	Cost		Write-downs		Net		Cost		Write-downs		Net
Hycroft mine, United States	$	11,967	$	10,749	$	1,218	$	12,031	$	10,720	$	1,311
Corporate, United States	438		382		56		388		348		40
	$	12,405	$	11,131	$	1,274	$	12,419	$	11,068	$	1,351

Measurement Uncertainty

The Corporation believes that the fair value of its mineral properties exceeds the carrying value; however, a write-down in the carrying values of the Corporation’s properties may be required as a result of evaluation of gold resources and application of a ceiling test which is based on estimates of gold resources and gold prices.

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7.Capital stock

Common Shares issued and outstanding

	Number of	Capital stock
	shares issued	($000’s)
As of December 31, 2004	17,961,590	$	149,747
Warrants exercised, for cash - Note 8	248,574	373
Stock options exercised, for cash - Note 9	7,858	25
Issued during the three months ended March 31, 2005	256,432	398
As of March 31, 2005	18,218,022	150,145
Warrants exercised, for cash	—	—
Stock options exercised, for cash	—	—
Issued during the three months ended June 30, 2005	—	—
As of June 30, 2005	18,218,022	150,145
Private placement September 2005, net	2,168,812	6,846
Issued during the three months ended September 30, 2005	2,168,812	6,846
As of September 30, 2005	20,386,834	$	156,991

On September 23, 2005, the Corporation completed a private placement financing in which it sold and issued a total of 2,168,812 units (the “Units”), at a price of $3.60 per Unit for aggregate gross proceeds of $7,807,723.  Net cash proceeds to the Corporation were approximately $7,245,082. Net proceeds after non-cash cost of broker warrants of $401,241 were approximately $6,843,841.  Each Unit consists of one common share and one common share purchase warrant to acquire an additional common share of the Corporation.

Each warrant will entitle the holder to acquire one common share at an exercise price of $4.10 for a period of two years from the date of issue.  As discussed below, the Corporation issued an additional 216,881 warrants, having the same terms as the Unit warrants, to an advisor in the transaction, as a finder’s fee.  The Corporation agreed in connection with this transaction to register all shares issuable in the transaction including shares issuable upon exercise of warrants.  Starting six months after the share registration is declared effective, if the Corporation’s closing common share price on the American Stock Exchange is $5.40 or more for 20 consecutive trading days, then for 15 business days, the Corporation will have the option to request that the warrants be exercised.  Any warrants not exercised within 15 business days following this request would be deemed canceled.

A cash finder’s fee equal to 6% of the gross proceeds raised (such fee amounting to $468,463) was paid to one of two advisors to the Corporation in conjunction with the private placement.  As the finder’s fee for the other advisor, the Corporation issued to that advisor 216,881 warrants, that number being 10% of the number of units issued in the private placement.  These broker warrants are valued, using the Black-Scholes method, at $401,241 (see Note 8)

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8.Warrants

Warrants granted, exercised and outstanding during the period are summarized in the following table:

										Weighted			Weighted
										average			average
	Warrants	Valuation		Warrants		Warrants		Warrants		exercise			remaining
	granted(1)	(000’s)		exercised		expired		outstanding		prices (U.S. $)		Expiry date	life (yrs)
As of December 31, 2004	8,990,135	$	111	(3,775,919	)	(197,740	)	5,016,476		$	3.28		—
Private placement February-March 2002	—	—		(248,574	)	—		(248,574	)	1.50		Feb - Mar-07	2.0
As of March 31, 2005	8,990,135	111		(4,024,493	)	(197,740	)	4,767,902		3.37
As of June 30, 2005	8,990,135	111		(4,024,493	)	(197,740	)	4,767,902		3.37
Warrants Expired				—		(122,923	)	(122,923	)	5.08		Aug-05
Private placement September 2005	2,168,812	—		—		—		2,168,812		4.10		Sep-07	2.0
Broker warrants September 2005	216,881	401						216,881		4.10		Sep-07	2.0
As of September 30, 2005	11,375,828	$	512	(4,024,493	)	(320,663	)	7,030,672		$	3.57

(1) Each warrant entitles the holder to purchase one common share.

9.Options to purchase Common Shares

The total number of options outstanding at the end of the quarter is 875,625 with exercise prices ranging from approximately $3.05 to $4.76 and remaining lives of 0.1 to 5.0 years.  The total number of options outstanding represents 4.3% of issued capital.

Compensation expense of $249,370 was recognized during the nine months ended September 30, 2005, for options previously granted and vesting over time.  $16,729 was reclassified from stock options to contributed surplus for options that were cancelled.

	Number of
	Shares		Value
Outstanding - December 31, 2004	883,483		$	1,538
Granted	—		—
Exercised	(7,858	)	—
Vested, Fair Value	—		75
Outstanding - March 31, 2005	875,625		$	1,613
Granted	10,000		8
Exercised	—		—
Cancelled	(10,000	)	(17		)
Vested, Fair Value	—		90
Outstanding - June 30, 2005	875,625		$	1,694
Granted	—		—
Exercised	—		—
Cancelled	—		—
Vested, Fair Value	—		76
Outstanding - September 30, 2005	875,625		$	1,770

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The fair value of stock options granted to employees and directors was estimated at the grant date based on the Black-Scholes option pricing model, using the following weighted average assumptions:

	September 2005	September 2004
Expected volatility	80.0%	80.0%
Risk-free interest rate	3.99%	2.74% to 3.4%
Expected lives (years)	5	5
Dividend yield	0%	0%

Option pricing models require the input of highly subjective assumptions including the expected price volatility.  Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore, the existing models do not necessarily provide a reliable measure of the fair value of the Corporation’s stock options.

10.Commitments and contingencies

The U. S. Bureau of Land Management, Nevada State Office (“BLM”) has required the Corporation to provide a total surety amount of $6.8 million for the approved Hycroft mine reclamation plan.  The Corporation has pledged cash as collateral totaling $5.0 million to the BLM (Note 3).

The Corporation estimates that the related asset retirement expenditures will commence approximately five years after the start-up of the Hycroft mine (an event not scheduled) and continue for several years after that time.   Using a credit-adjusted rate of 7.75%, the fair value of the estimated $6.8 million obligation is $4.2 million, as accrued in these financial statements.

11. Geographic and segment information

The Corporation evaluates, acquires and explores gold exploration and potential development projects.  These activities are focused principally in North America, South America, and Southeast Asia. On May 27, 2005 the Corporation completed its acquisition of the Awak Mas gold deposit located in Sulawesi, Indonesia.   Substantially all related costs are incurred in the United States. The Corporation reported no revenues in the three-month or nine-month periods ended September 30, 2005, or for the same periods in 2004.  Geographic segmentation of capital assets is provided in Notes 5 and 6.

12.Differences between Canadian and United States generally accepted accounting principles

The Corporation prepares its financial statements in accordance with accounting principles generally accepted in Canada, which differ in some respects from those in the United States.  The significant differences between generally accepted accounting principles (“GAAP”) in Canada and in the United States, as they relate to these financial statements, are as follows:

(a)In accordance with U.S. GAAP, exploration, mineral property evaluation, holding costs, option payments and related acquisition costs for mineral properties acquired under an option agreement are expensed as incurred.  When proven and probable reserves are determined for a property and a bankable feasibility study is completed, then subsequent exploration and development costs on the property would be capitalized.   Total capitalized cost of such properties is measured periodically for recoverability of carrying value under SFAS No. 144.

(b)In accordance with U.S. GAAP, items such as marketable securities are to be measured at fair value at the balance sheet date and related unrealized gains and losses are required to be shown separately in the derivation of comprehensive income.

(c)Under Canadian corporate law, the Corporation underwent a capital reduction in connection with the amalgamation of Granges, Inc. (“Granges”) and Hycroft Resources & Development, Inc. whereby share capital and contributed surplus were reduced to eliminate the consolidated

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accumulated deficit of Granges as of December 31, 1994, after giving effect to the estimated costs of amalgamation. Under U.S. corporate law, no such transaction is available and accordingly is not allowed under U.S. GAAP.

(d)In accordance with U.S. GAAP, only those options granted to non-employees of the Corporation are recorded for financial statement purposes using the fair value on the date of grant.

The significant differences in the consolidated statements of loss relative to U.S. GAAP were:

CONSOLIDATED STATEMENTS OF LOSS - UNAUDITED

													Cumulative
	Three Months Ended						Nine Months Ended						during
	September 30,						September 30,						Exploration
(U.S. dollars in thousands, except share data)	2005			2004			2005			2004			Stage
Net loss - Canadian GAAP	$	(970	)	$	(1,047	)	$	(3,378	)	$	(3,584	)	$	(13,822	)
Realized loss on marketable securities	—			—			—			—			(85		)
Unrealized gain/(loss) on marketable securities	—			—			—			—			85
Exploration, property evaluation and holding costs (a)	(482		)	(1,029		)	(1,057		)	(1,263		)	(3,357		)
Financing costs	—			—			—			—			(222		)
Stock-based compensation expense (d)	76			—			249			—			980
Beneficial conversion feature	—			—			—			—			(2,774		)
Net loss - U.S. GAAP	(1,376		)	(2,076		)	(4,186		)	(4,847		)	(19,195		)
Unrealized gain/(loss) on marketable securities (b)	74			(66		)	22			(153		)	96
Comprehensive loss - U.S. GAAP	$	(1,302	)	$	(2,142	)	$	(4,164	)	$	(5,000	)	$	(19,099	)
Basic and diluted loss per share - U.S. GAAP	$	(0.07	)	$	(0.14	)	$	(0.23	)	$	(0.33	)

The significant differences in the consolidated statements of cash flows relative to U.S. GAAP were:

													Cumulative
	Three Months Ended September 30,						Nine Months Ended September 30,						during Exploration
(U.S. dollars in thousands)	2005			2004			2005			2004			Stage
Cash flows from operating activities:
Loss for the period	$	(970	)	$	(1,047	)	$	(3,378	)	$	(3,584	)	$	(13,822	)
Adjustments to reconcile loss for the period to cash used in operations:
Non-cash items	164			176			491			515			3,037
Additions to mineral properties, net (a)	(482		)	(1,029		)	(1,057		)	(1,263		)	(3,357		)
Change in operating assets and liabilities:	(150		)	(251		)	112			292			(1,195		)
Net cash used in operating activities	(1,438		)	(2,151		)	(3,832		)	(4,040		)	(15,337		)
Cash flows from investing activities:	(534		)	(1,618		)	(2,762		)	(4,125		)	(13,076		)
Additions to mineral properties, net (a)	482			1,029			1,057			1,263			3,357
Net cash used in investing activities	(52		)	(589		)	(1,705		)	(2,862		)	(9,719		)
Cash flows from financing activities:	7,245			6,427			7,643			9,483			32,404
Net cash provided by financing activities	7,245			6,427			7,643			9,483			32,404
Net increase/(decrease) in cash and cash equivalents	5,755			3,687			2,106			2,581			7,348
Cash and cash equivalents, beginning of period	2,267			4,414			5,916			5,520			674
Cash and cash equivalents, end of period	$	8,022		$	8,101		$	8,022		$	8,101		$	8,022

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The significant differences in the consolidated balance sheets as at September 30, 2005, and December 31, 2004, relative to U.S. GAAP were:

CONSOLIDATED BALANCE SHEETS - UNAUDITED

	September 30, 2005									December 31, 2004
	Per Cdn.			Cdn./U.S.			Per U.S.			Per Cdn.			Cdn./U.S.			Per U.S.
(U.S. $000’s)	GAAP			Adj.			GAAP			GAAP			Adj.			GAAP
Current assets (b)	$	8,846		96			$	8,942		$	6,826		$	74		$	6,900
Restricted cash	5,061			—			5,061			4,961			—			4,961
Property, plant and equipment (a)	23,421			(11,144		)	12,277			21,001			(10,087		)	10,914
Total assets	$	37,328		$	(11,048	)	$	26,280		$	32,788		$	(10,013	)	$	22,775
Current liabilities	238			—			238			256			—			256
Long term liabilities	4,231			—			4,231			4,188			—			4,188
Total liabilities	4,469			—			4,469			4,444			—			4,444
Capital stock (c)	156,991			76,262			233,253			149,747			76,262			226,009
Special warrants	—			222			222			—			222			222
Warrants and options (d)	2,282			(1,411		)	871			1,649			(1,169		)	480
Contributed surplus (c)	124			5,553			5,677			108			5,560			5,668
Other comprehensive income (loss) (b)	—			96			96			—			74			74
Deficit (a,b,c,d)	(126,538		)	(91,770		)	(218,308		)	(123,160		)	(90,962		)	(214,122		)
Total shareholders’ equity	32,859			(11,048		)	21,811			28,344			(10,013		)	18,331
Total liabilities & shareholders’ equity	$	37,328		$	(11,048	)	$	26,280		$	32,788		$	(10,013	)	$	22,775

13.Related party transactions

Maverick Springs

In June 2003, the Corporation formalized an agreement to grant to Silver Standard Resources Inc. (“SSRI”) an option to acquire the Corporation’s interest in the silver mineralized material hosted in the Maverick Springs project in Nevada. The Corporation and SSRI have a common director.  Under the terms of the agreement, the Corporation will retain its 100% interest in the gold mineralized material, and SSRI would pay the Corporation $1.5 million over four years including a cash payment of $300,000 which was paid at closing.  The remaining $1.2 million would be used to fund exploration programs, land holding costs and option payments on the Maverick Springs project.  As of September 30, 2005, the Corporation has received payments from SSRI aggregating $1,388,775 and included in current assets is a receivable amount due from SSRI in the amount of $121,850 to reimburse the Corporation for exploration expenditures incurred on the Maverick Springs project.

14.Subsequent Events

On November 10, 2005, the Corporation announced that it has agreed with Luzon Minerals Ltd. (“Luzon”), subject to regulatory approval, to further amend certain of the terms of the purchase option agreement between the companies concerning the Corporation’s Amayapampa gold project in Bolivia.  The agreement was most recently amended in July 2005, as previously announced.

The agreement as amended on July 18, 2005, as previously reported, called for an aggregate purchase price comprising:  $2,700,000 (including $100,000 previously paid); either 3,250,000 or 4,250,000 common shares in the capital of Luzon (including 250,000 already issued to the Corporation); 1,000,000 common share purchase warrants; and a net smelter return royalty.

The following amendments have been approved:

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•The number of Luzon common share warrants to be issued has been increased from 1,000,000 to 1,500,000, the exercise price has been reduced from CDN $0.20 to CDN $0.15, and the exercise period has been reduced from three to two years from the date of issuance.  As well, the new agreement now provides that if the closing trading price of Luzon common shares equals or exceeds CDN $0.25 for 20 consecutive trading days, Luzon may request that the Corporation exercise the warrants, in which case the exercise period would conclude 15 business days following the request.

•The Corporation has agreed to defer a $100,000 cash payment from Luzon from the earlier of December 31, 2005 or the date of the closing of the next debt, equity or other financing completed by Luzon until the earlier of December 1, 2006 or the date Luzon completes or obtains financing sufficient to commence construction at the Amayapampa Project.

Other terms of the agreement remain unchanged.

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(U.S. dollars in thousands, unless specified otherwise)

Results from Operations

The Corporation’s consolidated net loss for the three-month period ended September 30, 2005, was $1.0 million or $0.05 per share approximately the same as the consolidated net loss of $1.0 million or $0.07 per share for the same period in 2004.  The Corporation’s consolidated net loss for the nine-month period ended September 30, 2005 was $3.4 million or $0.19 per share compared to a consolidated net loss of $3.6 million or $0.23 per share for the same period in 2004. The net losses for the three-month and nine-month periods were minimally different from those for the prior-year periods, primarily reflecting slightly decreased exploration, property evaluation and holding costs, and increased corporate administration and investor relations costs.

Exploration, property and holding costs

Exploration, property and holding costs decreased to $472,000 during the three-month period ended September 30, 2005, compared to $501,000 for the same period in 2004.  Exploration, property and holding costs decreased to $1,391,000 for the nine-month period ended September 30, 2005, compared to $1,450,000 for the same period in 2004.  The decrease of $29,000 for the three-month period as due to lower holding costs at the Hycroft mine. For the nine months, the decrease of Hycroft holding costs offset increased property evaluation and option costs, resulting in minimal overall change from the prior year period of $59,000.

Corporate administration and investor relations

Corporate administration and investor relations costs increased to $410,000 during the three-month period ended September 30, 2005, compared to $373,000 for the same period in 2004. Corporate administration and investor relations costs increased slightly to $1,756,000 during the nine-month period ended September 30, 2005 compared to $1,702,000 for the same period in 2004. The increase of $54,000 for the nine-month period is primarily the result of a mass mailing marketing campaign for investor relations during the second quarter.

Depreciation, depletion and amortization

Depreciation, depletion and amortization increased to $56,000 during the three-month period ended September 30, 2005, compared to $53,000 for the same period in 2004.  Depreciation, depletion and amortization increased to $169,000 for the nine-month period ended September 30, 2005, compared to $157,000 for the same period in 2004.  The increase of $12,000 is attributed to the increase of amortization for computer equipment acquired for the office in 2004 and the purchase of two pick-up trucks at the Hycroft mine in 2005.

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Stock-based compensation

Stock-based compensation decreased to $76,000 for the three-month period ended September 30, 2005, compared to $116,000 for the same period in 2004.  Stock-based compensation decreased to $249,000 for the nine-month period ended September 30, 2005, compared to $348,000 for the same period in 2004.  The Corporation granted no stock options in the first quarter of 2005, which accounted for the decline in stock-based compensation expense for the first nine months of 2005 compared with the prior period in 2004.

Other income and expense

In aggregate, other income and expense items, including interest income, gain on the disposal of assets, loss on currency translation and other income, resulted in a net gain of $44,000 for the three-month period ended September 30, 2005, as compared to a net gain of $1,000 in the same period in 2004.  In aggregate, other income and expense items, including interest income, gain on the disposal of assets, and loss on currency translation and other income, resulted in a net gain of $171,000 for the nine-month period ended September 30, 2005, compared to a net gain of $78,000 for the same period in 2004. The increase of $43,000 for the three-month period and the increase of $93,000 for the nine-month period can be attributed primarily to higher interest income in each period.

Marketable securities

For the three-month and nine-month periods ended September 30, 2005, gains on disposal of marketable securities, were $0 and $16,000, respectively. There was a $5,000 loss for each of the respective periods in 2004.

Financial Position, Liquidity and Capital Resources

Cash used in operations

Cash used in operations was $957,000 for the three-month period ended September 30, 2005, compared to $1,122,000 for the same period in 2004.  Cash used in operations was $2,776,000 for the nine-month period ended September 30, 2005, compared to $2,777,000 for the same period in 2004.  The decrease of $165,000 for the three-month period can be attributed to a reduction in accounts receivable of approximately $181,000 versus the same period in 2004.

Investing activities

Net cash used for investing activities decreased to $533,000 for the three-month period ended September 30, 2005, compared to $1,618,000 for the same period in 2004.  The decrease of $1,085,000 in 2005 reflected the restricted cash payment of $1,104,000 in 2004.  For the nine-month period ended September 30, 2005, net cash used for investing activities decreased by $1,364,000 to $2,761,000 compared to $4,125,000 for the same period in 2004. Overall expenditures were higher during the 2004 period, primarily reflecting the restricted cash payment of $3.4 million made by the Corporation in the first nine months of 2004, in connection with bonding requirements for the Hycroft mine.   Cash invested for the nine-month period ended September 30, 2005 was $2,761,000 which included net additions to mining properties of $1,057,000 and the acquisition of Awak Mas, net of cash acquired, of $1,613,000.

Financing activities

Net cash provided by financing activities was $7,245,000 in the three-month period ended September 30, 2005 compared to $6,427,000 for the same period in 2004.  In each of these periods, the Corporation raised funds through private placements of equity units, with net proceeds of $7,245,000 from the 2005 private placement (completed in September 2005) and $6,112,000 from the 2004 private placement (completed in September 2004). For additional discussion concerning the 2005 private placement, see “Liquidity and Capital Resources,” below.  Net cash provided by financing activities was $7,643,000 for the nine-month period ended September 30, 2005 compared to $9,483,000 for the same period in 2004. The amounts raised in the 2005 nine-month period were primarily from the $7,245,000 raised in the private placement with the remainder from the exercise of warrants in the amount of $373,000 and stock options in the amount of $25,000.  The aggregate $9,483,000 proceeds in the 2004 nine-month period were primarily from the $6,112,000 raised in the private placement and

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from the exercise of warrants in the amount of $3,039,000, with the remainder from the exercise of stock options in the amount of $332,000.

Liquidity and Capital Resources

At September 30, 2005, the Corporation’s total assets were $37.3 million compared to $32.8 million at December 31, 2004, representing an increase of $4.5 million.  At September 30, 2005, the Corporation had working capital of $8.6 million compared to $6.6 million at December 31, 2004, representing an increase of $2.0 million.

The principal component of working capital at both September 30, 2005 and December 31, 2004, is cash and cash equivalents of $8.0 million and $5.9 million, respectively.  At September 30, 2005, the Corporation had no outstanding debt to banks or financial institutions.

Major cash commitments for the remainder of 2005 are related to corporate administration and operations of approximately $.7 million, and property options and expenditure commitments of approximately $0.2 million.  For the first nine months of 2005, the Corporation’s cash expenditures aggregated $2.1 million, including $1.5 million for the purchase of the Awak Mas project in May 2005 (see Note 4 to the consolidated financial statements).

On September 23, 2005, the Corporation completed a private placement financing in which it sold and issued a total of 2,168,812 units (the “Units”), at a price of $3.60 per Unit for aggregate gross proceeds of $7,807,723.  Net cash proceeds to the Corporation were approximately $7,245,082 (see Note 7).  Each Unit consists of one common share and one common share purchase warrant to acquire an additional common share of the Corporation.

Each warrant will entitle the holder to acquire one common share at an exercise price of $4.10 for a period of two years from the date of issue.  As discussed below, the Corporation issued an additional 216,881 warrants, having the same terms as the Unit warrants, to an advisor in the transaction, as a finder’s fee.  The Corporation agreed in connection with this transaction to register all shares issuable in the transaction including shares issuable upon exercise of warrants.  Starting six months after the share registration is declared effective, if the Corporation’s closing common share price on the American Stock Exchange is $5.40 or more for 20 consecutive trading days, then for 15 business days, the Corporation will have the option to request that the warrants be exercised.  Any warrants not exercised within 15 business days following this request would be deemed canceled.

A cash finder’s fee equal to 6% of the gross proceeds raised (such fee amounting to $468,463) was paid to one of two advisors to the Corporation in conjunction with the private placement.  As the finder’s fee for the other advisor, the Corporation issued to that advisor 216,881 warrants, that number being 10% of the number of units issued in the private placement.  The 216,881 broker warrants are valued at $401,241 (see Note 8).

The net proceeds from the private placement will be used for continuation of the Corporation’s strategy of acquiring additional gold resources, as suitable opportunities arise; improving the Corporation’s gold projects through additional drilling, re-engineering and feasibility studies; and also to provide for on-going administration costs.

Other

Amendments to Agreement to Sell Amayapampa

As previously announced, on July 18, 2005, the Corporation agreed with Luzon Minerals Ltd. (“Luzon”), subject to regulatory approval, to further amend the terms of the original purchase option agreement between the companies concerning the Corporation’s Amayapampa gold project in Bolivia with respect to the payments previously due on June 15, 2005 and June 15, 2006.  The agreement had been most recently amended in January 2005, in connection with Luzon’s decision to exercise its option to purchase the Amayapampa project from the Corporation, as previously reported.  The amendment calls for an aggregate purchase price comprising: $2,700,000 (including  $100,000 previously paid); either 3,250,000 or 4,250,000 common shares in the capital of Luzon (including 250,000 already issued to the Corporation), and 1,000,000 common share purchase warrants; and a net smelter return royalty to the Corporation, with payment details as previously disclosed in the Corporation’s filings with the Commission including its Quarterly Report on Form 10-Q for the period ended September 30, 2005.

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In addition, effective from July 29, 2004, Luzon will pay all costs associated with holding and maintaining the Amayapampa project, including reimbursement of outlays made by the Corporation $87,383.79 as of September 30, 2005.  Other terms of the agreement remain unchanged.

On November 10, 2005, the Corporation announced that it had agreed with Luzon, subject to regulatory approval, to further amend certain of the terms of the purchase option agreement.  See “Subsequent Events,” below.

Hycroft Mine – Canyon Resources Elects Not to Exercise Purchase Option

On August 4, 2005, the Corporation announced that Canyon Resources Corporation had advised the Corporation that Canyon will not be exercising its option to acquire the Hycroft mine near Winnemucca, Nevada.  As previously reported, in January 2005, Canyon entered into a six month option agreement with the Corporation to expend $0.5 million for drilling, engineering and due-diligence review to acquire the mine for $4.0 million in cash plus $6.0 million in Canyon equity units consisting of one common share and one warrant for half a share.

Canyon completed a 33-hole drilling program totalling 12,475 feet and undertook a comprehensive study to restart operations at Hycroft.  The drilling program confirmed average grades for the ore body but Canyon noted that increased costs, as well as shortages of labor and large mining equipment were contributing factors in its decision not to proceed.

Preliminary Feasibility Study Update for the Paredones Amarillos Gold Project

On September 26, 2005, the Corporation announced the results of an updated preliminary feasibility study for the Paredones Amarillos gold project in Baja California Sur, Mexico.  A feasibility study was previously completed by Echo Bay Mines in 1997.   The updated study was issued on September 23, 2005, by Mine Development Associates (MDA) of Reno, Nevada, an independent consulting firm, in accordance with Canadian National Instrument 43-101 guidelines, under the supervision of Mr. Neil Prenn, P. Eng., a Qualified Person. MDA was assisted in the effort by Resource Development Incorporated (RDi) of Wheat Ridge, Colorado, in metallurgical testing and process redesign, and by WLR Consulting (WLR) of Lakewood, Colorado, in mine design.

Proven and probable mineral reserves were determined within a proposed open pit mine, which was designed employing a Lerchs-Grossmann optimization technique based on U.S. $400 per ounce gold price. The results are summarized in the following table.

Paredones Amarillos Mineral Reserve Estimate (1)

(0.38 g/t gold internal cutoff grade)

	Ore Tonnes (000’s)	Gold Grade (Fire Assay g/t)	Contained Gold Ounces	Waste Tonnes (000’s)	Strip Ratio (Waste : Ore)
Proven	11,699	1.11	419,000
Probable	37,247	0.97	1,158,000
Totals	48,946	1.00	1,577,000	170,292	3.48

(1)Cautionary Note to U.S. Investors concerning estimates of Proven and Probable Reserves: The estimates of mineral reserves shown in this table have been prepared in accordance with Canadian National Instrument 43-101.  The definitions of proven and probable reserves used in NI 43-101 differ from the definitions in SEC Industry Guide 7.  Accordingly, the Corporation’s disclosure of mineral reserves herein may not be comparable to information from U.S. companies subject to the SEC’s reporting and disclosure requirements.

The capital and operating costs were estimated by MDA with the assistance of RDi and WLR. Mining plans were prepared and a schedule generated detailing annual production of ore and waste, by WLR. Appropriate mining equipment was selected and requirements estimated for the proposed life of the operation. RDi

16

completed metallurgical test work and process plant design for the proposed 11,000 tonne per day flotation/leach plant. The proposed flow sheet is estimated to achieve a 90% process recovery on gold and to minimize process water and tailings disposal expense. The plant is designed to produce an average of 113,000 gold ounces per year over 12.5 years.

Using a gold price of U.S. $400 per ounce, the estimated pretax rate of return was 4% and the undiscounted cash flow was estimated to be U.S. $37 million. Sensitivity analyses show the estimated pretax rate of return rises to 12% and the estimated undiscounted cash flow rises to U.S. $122 million at a gold price of U.S. $460.

An alternate mining plan was designed to enhance the return on investment. The smaller mine operation improved the estimated pretax rate of return at a gold price of U.S. $400 per ounce to 7% and the estimated undiscounted cash flow to U.S. $41 million. At a gold price of U.S. $460 per ounce, the estimated pretax rate of return was 17% and the estimated undiscounted cash flow was U.S. $107 million.

The resource model used to estimate the mineral reserves was reported by the Corporation in a press release dated August 29, 2002, based on an independent technical report prepared by Snowden Mining Industry Consultants of Vancouver, British Columbia, in compliance with Canadian National Instrument 43-101. According to the report, dated August 20, 2002, the gold resources above a 0.5 grams gold per tonne cut-off at the Paredones Amarillos project are:

Paredones Amarillos Resource Estimate (0.5 g/t Au cutoff)	Tonnes (000’s)	Gold Grade (g/t)
Measured resources (2)	11,498	1.17
Indicated resources (2)	44,170	1.02
Total measured and indicated resources (2)	55,668	1.05
Inferred resources (3)	5,495	0.79

(2)Cautionary Note to U.S. Investors concerning estimates of Measured and Indicated Resources: This table uses the terms “measured and indicated resources”.  The Corporation advises U.S. investors that while these terms are recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize them.  U.S. investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves.  Mineral resources that are not “mineral reserves” do not have demonstrated economic viability.

(3)Cautionary Note to U.S. Investors concerning estimates of Inferred Resources:  This table uses the term “inferred resources”.  The Corporation advises U.S. investors that while this term is recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it.  “Inferred resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility.  It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category.  Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or prefeasibility studies, except in rare cases.  U.S. investors are cautioned not to assume that any part or all of an inferred resource exists or is economically or legally mineable.

Subsequent Events

On November 10, 2005, the Corporation announced that it has agreed with Luzon, subject to regulatory approval, to further amend certain of the terms of the purchase option agreement between the companies concerning the Corporation’s Amayapampa gold project in Bolivia.  The agreement was most recently amended in July 2005, as previously announced.  See “Other — Amendments to Agreement to Sell Amayapampa,” above.

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The following amendments have been approved:

•The number of Luzon common share warrants to be issued has been increased from 1,000,000 to 1,500,000, the exercise price has been reduced from CDN $0.20 to CDN $0.15, and the exercise period has been reduced from three to two years from the date of issuance.  As well, the new agreement now provides that if the closing trading price of Luzon common shares equals or exceeds CDN $0.25 for 20 consecutive trading days, Luzon may request that the Corporation exercise the warrants, in which case the exercise period would conclude 15 business days following the request.

•The Corporation has agreed to defer a $100,000 cash payment from Luzon from the earlier of December 31, 2005 or the date of the closing of the next debt, equity or other financing completed by Luzon until the earlier of December 1, 2006 or the date Luzon completes or obtains financing sufficient to commence construction at the Amayapampa Project.

Other terms of the agreement remain unchanged.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Corporation is engaged in the acquisition of gold projects and related activities including exploration engineering, permitting and the preparation of feasibility studies.  The value of the Corporation’s properties is related to gold price and changes in the price of gold could affect the Corporation’s ability to generate revenue from its portfolio of gold projects.

Gold prices may fluctuate widely from time to time and are affected by numerous factors, including the following: expectations with respect to the rate of inflation, exchange rates, interest rates, global and regional political and economic circumstances and governmental policies, including those with respect to gold holdings by central banks.  The gold price fell to a 20-year low of $253 in July 1999 and recovered significantly since that time to reach a level of $436 by December 31, 2004 and was $473 at September 30, 2005.  The demand for, and supply of, gold affect gold prices, but not necessarily in the same manner as demand and supply affect the prices of other commodities.  The supply of gold consists of a combination of new mine production and existing stocks of bullion and fabricated gold held by governments, public and private financial institutions, industrial organizations and private individuals.  The demand for gold primarily consists of jewelry and investments.  Additionally, hedging activities by producers, consumers, financial institutions and individuals can affect gold supply and demand.  While gold can be readily sold on numerous markets throughout the world, its market value cannot be predicted for any particular time.

Because the Corporation has several exploration operations in North and South America and is about to start exploration in Indonesia, it is subject to foreign currency fluctuations.  The Corporation does not engage in currency hedging to offset any risk of currency fluctuations as insignificant monetary amounts are held for immaterial land holding costs related to the properties owned.

The Corporation has no debt outstanding, nor does it have any investment in debt instruments other than highly liquid short-term investments.  Accordingly, the Corporation considers its interest rate risk exposure to be insignificant at this time.

ITEM 4.CONTROLS AND PROCEDURES

The principal executive officer and principal financial officer have evaluated the effectiveness of the Corporation’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of  September 30, 2005.  Based on the evaluation, the principal executive officer and the principal financial officer concluded that the disclosure controls and procedures in place are effective to ensure that information required to be disclosed by the Corporation, including consolidated subsidiaries, in reports that the Corporation files or submits under the Exchange Act, is recorded, processed, summarized and reported on a timely basis in accordance with applicable time periods specified by the Securities and Exchange Commission rules and forms.  There has been no change in the Corporation’s internal control over financial reporting during the quarter ended September 30, 2005, that has materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Please see “Part I – Item 3. Legal Proceedings” as included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2002, for information about a legal dispute initiated in Bolivia in April 1998 by a Mr. Estanislao Radic who brought legal proceedings in the lower penal court against Mr. Raul Garafulic and the Corporation, questioning the validity of Mr. Garafulic’s ownership of the Amayapampa property.  The Corporation does not anticipate that this dispute will result in any material adverse impact on the Corporation or the value of its holdings in Bolivia; however, in the interest of full disclosure, this matter is reported herein.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The information required pursuant to Item 701 of Regulation S-K concerning the Corporation’s private placement financing completed on September 23, 2005 has previously been included in the Corporation’s current report onForm 8-K filed with the Commission on September 27, 2005.

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES
	None.

ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
	None.

ITEM 5.	OTHER INFORMATION
	None.

ITEM 6. EXHIBITS

(a)	Exhibits
4.1	Warrant Indenture dated September 23, 2005 between Vista Gold Corp. and Computershare Trust Company of Canada, as Trustee
4.2	Form of Broker Warrant dated September 23, 2005 issued by Vista Gold Corp. to Quest Securities Corporation
10.1	Fourth Amendment to Purchase Agreement dated July 18, 2005 between Vista Gold Corp. and Luzon Minerals Ltd. filed as Exhibit 10.1 to the Corporation’s Current Report on Form 8-K, dated July 18, 2005 and incorporated herein by reference (File No. 1-9025)
10.2	Finder’s Fee Agreement dated as of September 9, 2005 between Vista Gold Corp. and Global Resource Investments Ltd. and Quest Securities Corporation
10.3	Indemnity Agreement dated as of September 9, 2005 between Vista Gold Corp. and Global Resource Investments Ltd. and Quest Securities Corporation
10.4	Form of Subscription Agreement dated September 23, 2005 between Vista Gold Corp. and each Purchaser as defined therein
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended

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32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	VISTA GOLD CORP.
	(Registrant)
Date:    November 10, 2005	By:	/s/ Michael B. Richings
		Michael B. Richings
		President and Chief Executive Officer
Date:   November 10, 2005	By:	/s/ Gregory G. Marlier
		Gregory G. Marlier
		Chief Financial Officer

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EX-4.1

Exhibit 4.1

VISTA GOLD CORP.

- and -

COMPUTERSHARE TRUST COMPANY OF CANADA

WARRANT INDENTURE

Providing for the Issue of up to

2,168,812 Warrants

September 23, 2005

TABLE OF CONTENTS

ARTICLE ONE  INTERPRETATION
	1.1	Definitions
	1.2	Words Importing the Singular and Gender
	1.3	Interpretation Not Affected by Headings
	1.4	Day Not a Business Day
	1.5	Time of the Essence
	1.6	Currency
	1.7	Applicable Law
	1.8	English Language
	1.9	Meaning of “outstanding” for Certain Purposes
ARTICLE TWO  ISSUE OF WARRANTS
	2.1	Creation and Issue of Warrants
	2.2	Terms of Warrants
	2.3	Warrant Certificates
	2.4	Issue in Substitution for Lost Warrants
	2.5	Warrantholder not a Shareholder
	2.6	Warrants to Rank Pari Passu
	2.7	Signing of Warrant Certificates
	2.8	Certification by the Trustee or Co-transfer Agent
ARTICLE THREE  EXCHANGE AND OWNERSHIP OF WARRANTS
	3.1	Exchange of Warrants
	3.2	Charges for Exchange or Transfer
	3.3	Ownership of Warrants
	3.4	Registration and Transfer of Warrants
ARTICLE FOUR  EXERCISE OF WARRANTS
	4.1	Notice of Acceleration Event
	4.2	Method of Exercise of Warrants
	4.3	Effect of Exercise of Warrants
	4.4	Partial Exercise of Warrants
	4.5	No Fractional Shares or Warrants
	4.6	Accounting and Recording
	4.7	Cancellation of Surrendered Warrants
	4.8	Expiration of Warrants
	4.9	Share Certificates
ARTICLE FIVE  ADJUSTMENT OF EXERCISE NUMBER
	5.1	Definitions
	5.2	Adjustment of Exercise Number
	5.3	Subscription Rights Adjustment Rules
	5.4	Postponement of Subscription
	5.5	Notice of Certain Events
	5.6	Protection of Trustee
	5.7	Proceedings Prior to Any Action Requiring Adjustment
ARTICLE SIX  RIGHTS AND COVENANTS
	6.1	Purchase of Warrants
	6.2	General Covenants of the Corporation
	6.3	Trustee’s Remuneration and Expenses
	6.4	No Dividends or Distributions

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	6.5	Performance of Covenants by Trustee
ARTICLE SEVEN  ENFORCEMENT
	7.1	Suits by Warrantholders
	7.2	Immunity of Shareholders
	7.3	Limitation of Liability
ARTICLE EIGHT  MEETINGS OF WARRANTHOLDERS
	8.1	Right to Convene Meetings
	8.2	Notice
	8.3	Chairman
	8.4	Quorum
	8.5	Power to Adjourn
	8.6	Show of Hands
	8.7	Poll
	8.8	Voting
	8.9	Regulations
	8.10	Corporation and Trustee may be Represented
	8.11	Powers Exercisable by Extraordinary Resolution
	8.12	Meaning of “Extraordinary Resolution”
	8.13	Powers Cumulative
	8.14	Minutes
	8.15	Instruments in Writing
	8.16	Binding Effect of Resolutions
	8.17	Holdings by Corporation Disregarded
ARTICLE NINE  SUPPLEMENTAL INDENTURES AND SUCCESSOR COMPANIES
	9.1	Provision for Supplemental Indentures for Certain Purposes
	9.2	Correction of Manifest Errors
	9.3	Amending Adjustment Provisions
	9.4	Successor Companies
ARTICLE TEN  CONCERNING THE TRUSTEE
	10.1	Trust Indenture Legislation
	10.2	Rights and Duties of Trustee
	10.3	Evidence, Experts and Advisers
	10.4	Securities, Documents and Monies Held by Trustee
	10.5	Action by Trustee to Protect Interests
	10.6	Trustee not Required to Give Security
	10.7	Protection of Trustee
	10.8	Indemnification
	10.9	Replacement of Trustee
	10.10	Conflict of Interest
	10.11	Acceptance of Trust
	10.12	Trustee not to be Appointed Receiver
	10.13	Third Party Interests
	10.14	Compliance with Money Laundering Legislation
	10.15	Compliance with Privacy Laws
ARTICLE ELEVEN  GENERAL
	11.1	Notice to Corporation and Trustee
	11.2	Notice to Warrantholders
	11.3	Satisfaction and Discharge of Indenture
	11.4	Sole Benefit of Parties and Warrantholders
	11.5	Discretion of Directors

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	11.6	Counterparts and Formal Date
SCHEDULE “A”

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THIS WARRANT INDENTURE dated as of September 23, 2005,

BETWEEN:

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

(the “Corporation”)

AND:

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company organized under the laws of Canada, having an office at 510 Burrard Street, Vancouver, British Columbia, V6C 3B9

(the “Trustee”)

WITNESSES THAT WHEREAS:

A.the Corporation proposes to create and issue up to 2,168,812 Warrants exercisable by the holders thereof on the terms hereinafter set forth for the acquisition of common shares in the capital of the Corporation;

B.the Corporation is duly authorized to create and issue the Warrants to be issued as herein provided;

C.all things necessary have been done and performed to make the Warrants, when certified by the Trustee and issued and delivered as provided in this Indenture, legal, valid and binding upon the Corporation with the benefits of and subject to the terms of this Indenture; and

D.the Trustee has agreed to enter into this Indenture and to hold all rights, interests and benefits contained herein for and on behalf of those persons who become holders of Warrants from time to time issued pursuant to this Indenture;

NOW THEREFORE in consideration of the premises and the covenants of the parties, the Corporation hereby appoints the Trustee as trustee for the Warrantholders, to hold all rights, interests and benefits contained herein for and on behalf of those persons who become holders of Warrants from time to time issued pursuant to this Indenture and it is hereby agreed and declared as follows:

ARTICLE ONE

INTERPRETATION

1.1Definitions

In this Indenture and in the recitals and schedules hereto, unless there is something in the subject matter or context inconsistent therewith, the following phrases and words shall have the following meanings:

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(a)“Acceleration Event” has the meaning given in section 4.1(1);

(b)“Acceleration Notice” has the meaning given in section 4.1(2);

(c)“Applicable Legislation” means the provisions of any statute of Canada or a province thereof, and the regulations under any such statute, relating to trust indentures or the rights, duties or obligations of corporations and trustees under trust indentures as are from time to time in force and applicable to this Indenture;

(d)“board” means the Board of Directors of the Corporation;

(e)“business day” means a day that is not a Saturday, Sunday, or civic or statutory holiday in the City of Vancouver, British Columbia;

(f)“Corporation” means Vista Gold Corp. and its lawful successors from time to time as provided for in section 9.4;

(g)“Corporation’s auditors” means the firm of chartered accountants duly appointed as auditors of the Corporation from time to time;

(h)“Convertible Security” means a security of the Corporation (other than the Warrants) or any other issuer convertible into or exchangeable for or otherwise carrying the right to acquire Shares;

(i)“Co-transfer Agent” has the meaning given in section 2.1;

(j)“counsel” means a barrister or solicitor (who may be an employee of the Corporation) or a firm of barristers and solicitors (who may be counsel for the Corporation) in both cases acceptable to the Trustee;

(k)“Current Market Price” of the Shares at any date means the weighted average trading price of the Shares on the Toronto Stock Exchange or the American Stock Exchange as may be selected for that purpose by the board or, if the Shares are not then listed on the Toronto Stock Exchange or the American Stock Exchange, on such other Canadian or United States stock exchange as may be selected for that purpose by the board, or, if the Shares are not then listed on any Canadian or United States stock exchange, in the over-the-counter market, during the ten most recent consecutive trading days ending on a date not earlier than the fifth trading day before such date; provided that the weighted average trading price shall be determined by dividing that aggregate sale price of all Shares sold on the said exchange or market, as the case may be, during the said ten consecutive trading days by the total number of Shares so sold; and provided further that, if the Shares are not listed and posted for trading on any stock exchange in Canada or the United States or traded in the over-the-counter market, the Current Market Price shall be determined by the board of directors in accordance with generally accepted accounting principles;

(l)“director” means a director of the Corporation for the time being, and reference without more to action by the directors means action by the directors of the Corporation as a board or, whenever duly empowered, action by an executive committee of the board, in each case by resolution duly passed;

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(m)“dividends” means dividends or distributions (payable in cash or in securities, property or assets of equivalent value) declared payable on the Shares;

(n)“dividends paid in the ordinary course” means such dividends or distributions declared payable on a Share in any fiscal year of the Corporation to the extent that such dividends or distributions in the aggregate do not exceed 5% of the applicable Exercise Price and for such purposes the amount of any dividends or distributions paid in other than cash or shares shall be the fair market value of such dividends or distributions as determined by the directors;

(o)“Exercise Date” with respect to any Warrant means the date on which the Warrant Certificate evidencing such Warrant is duly surrendered in accordance with the provisions of section 4.2;

(p)“Exercise Number” at any time, means that number of Shares that Warrantholders are entitled to receive from time to time for each Warrant held upon exercise of the rights attached to the Warrant as that number may be adjusted by Article Five hereof and that number, as at the date hereof, is equal to one Share for each Warrant;

(q)“Exercise Price” has the meaning given in section 2.2;

(r)“Exercise Period” means the period commencing on the date the Warrants are issued in accordance with Section 2.1 and ending at 4:30 p.m. (Vancouver time) on the Expiry Date;

(s)“Expiry Date” means the earlier of September 23, 2007, and the 15^th business day following the date on which the Corporation provides the Acceleration Notice;

(t)“Extraordinary Resolution” has the meaning given in sections 8.12 and 8.15;

(u)“person” means an individual, a corporation, a partnership, a trust or any unincorporated organization, and words importing persons have a similar meaning;

(v)“Provinces” means the provinces of British Columbia and Ontario;

(w)“Registrar” means a registrar, from time to time, of the Warrants appointed pursuant to subsection 3.4(1);

(x)“Registration Notice” has the meaning given in section 2.3(2);

(y)“Registration Statement” means a registration statement under the U.S. Securities Act relating to the Shares pursuant to the terms of the subscription agreements of even date between the Corporation and purchasers of units of the Corporation, each unit comprised of one Share and one Warrant;

(z)“Regulation S” means Regulation S under the U.S. Securities Act;

(aa)“Securities Commissions” means, collectively, the United States Securities and Exchange Commission and the securities commission or other securities regulatory authority under each of the applicable Securities Laws of the Provinces;

(bb)“Securities Laws” means, collectively, the applicable securities laws of each of Canada, the United States, the Provinces and the respective regulations made and forms prescribed

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thereunder together with all applicable published rules, policy statements, notices, blanket orders and rulings of the Securities Commissions;

(cc)“Shares” means fully paid and non-assessable common shares without par value in the capital of the Corporation, provided that if the exercise rights are subsequently adjusted or altered pursuant to subsection 5.2(4) or (5), “Shares” shall thereafter mean the shares or other securities or property that a Warrantholder is entitled to on an exchange after the adjustment;

(dd)“shareholder” means an owner of record of one or more Shares or shares of any other class or series of the Corporation;

(ee)“subsidiary of the Corporation” means a corporation, more than 50% of the outstanding voting shares of which are owned, directly or indirectly, other than by way of security only, by the Corporation or by one or more subsidiaries of the Corporation; and, as used in this definition, “voting shares” means shares of a class or classes ordinarily entitled to vote for the election of a majority of the directors of a corporation irrespective of whether or not shares of any other class or classes shall have or might have the right to vote for directors by reason of the happening of any contingency;

(ff)“this Warrant Indenture”, “this Indenture”, “herein”, “hereby” and similar expressions mean or refer to this Warrant Indenture and any indenture, deed or instrument supplemental or ancillary hereto; and the expressions “Article”, “section”, “subsection”, “paragraph” or “clause” followed by a number or letter mean and refer to the specified Article, section, subsection, paragraph or clause of this Indenture;

(gg)“trading day” with respect to a stock exchange means a day on which Shares may be traded through the facilities of such stock exchange, and with respect to the over-the-counter market means a day on which Shares may be traded through facilities of such over-the-counter market;

(hh)“Transfer Agent” means the transfer agent for the time being of the Shares;

(ii)“Trustee” means Computershare Trust Company of Canada, or any lawful successor thereto in the trusts hereby created including through the operation of section 10.9;

(jj)“United States” means the United States as that term is defined in Regulation S;

(kk)“U.S. Person” means a U.S. Person as that term is defined in Regulation S;

(ll)“U.S. Securities Act” means the United States Securities Act of 1933, as amended;

(mm)“Warrant Certificates” means certificates substantially in the form attached as Schedule “A” hereto or such other form as may be approved under subsection 2.3(1) evidencing Warrants;

(nn)“Warrantholders” or “holders” means the registered holders of Warrants;

(oo)“Warrantholders’ Request” means an instrument signed in one or more counterparts by a Warrantholder or Warrantholders entitled to purchase, in the aggregate, not less than 25% of the aggregate number of Shares that could be acquired pursuant to all the Warrants then

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unexercised and outstanding requesting the Trustee to take some action or proceeding specified therein;

(pp)“Warrants” means the warrants authorized to be created by the Corporation under section 2.1 and issued and certified under this Indenture entitling the holders thereof to acquire Shares and includes warrants and rights evidenced by Warrant Certificates; and

(qq)“written order of the Corporation”, “written direction of the Corporation”, “written request of the Corporation”, “written consent of the Corporation” and “certificate of the Corporation” mean respectively a written order, request, consent and certificate signed in the name of the Corporation by any one director or officer and may consist of one or more instruments so executed.

1.2Words Importing the Singular and Gender

Words importing the singular include the plural and vice versa and words importing a particular gender include all genders.

1.3Interpretation Not Affected by Headings

The division of this Indenture into Articles, sections, subsections and paragraphs, the provision of a table of contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Indenture.

1.4Day Not a Business Day

In the event that the Expiry Date or any day on or before which any action is required to be taken hereunder is not a business day, then the Expiry Date shall be on or the action shall be required to be taken on or before the next succeeding day that is a business day.

1.5Time of the Essence

Time shall be of the essence in all respects in this Indenture, the Warrants and the Warrant Certificates.

1.6Currency

Except as otherwise stated, all dollar amounts herein are expressed in lawful money of the United States.

1.7Applicable Law

This Indenture, the Warrants and the Warrant Certificates shall be governed by, construed and enforced in accordance with the laws of the Province of British Columbia and shall be treated in all respects as British Columbia contracts.

1.8English Language

The parties hereto have declared that they have required that this Indenture and all other documents related hereto be in the English language.

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Les parties aux présentes déclarent qu’elles ont exigé que la présente convention, de même que tous les documents s’y rapportant, soient rédigés en anglais.

1.9Meaning of “outstanding” for Certain Purposes

Except as provided in section  4.8, every Warrant Certificate certified and delivered by the Trustee hereunder shall be deemed to be outstanding until it has been surrendered to the Trustee pursuant to this Indenture, provided however that:

(a)where the number of Warrants that has been exercised is less than the number represented by a Warrant Certificate surrendered in connection with the exercise, only the unexercised Warrants shall be deemed to be outstanding;

(b)where a Warrant Certificate has been issued in substitution for a Warrant Certificate that has been lost, stolen or destroyed, only the latest Warrant Certificate issued shall be counted for the purpose of determining the Warrants outstanding; and

(c)for the purpose of any provision of this Indenture entitling holders of outstanding Warrants to vote, sign consents, requests or other instruments or take any other action under this Indenture, Warrants owned legally or equitably by the Corporation or any subsidiary of the Corporation shall be disregarded, except that:

(i)for the purpose of determining whether the Trustee shall be protected in relying on any vote, consent, request or other instrument or other action, only the Warrants of which the Trustee has notice that they are so owned shall be so disregarded; and

(ii)Warrants so owned that have been pledged in good faith other than to the Corporation or any subsidiary of the Corporation shall not be so disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to vote the Warrants in the pledgee’s discretion free from the control of the Corporation or any subsidiary of the Corporation pursuant to the terms of the pledge.

ARTICLE TWO

ISSUE OF WARRANTS

2.1Creation and Issue of Warrants

A total of up to 2,168,812 Warrants, each entitling the holder thereof to acquire from the Corporation on exercise thereof, subject to adjustment as provided for in section 2.2 and Article Five, one Share, are hereby authorized to be created and issued by the Corporation upon the terms and conditions herein set forth and the Warrant Certificates shall be executed by the Corporation and certified by or on behalf of the Trustee, or by such other person as the Corporation may from time to time appoint with the approval of the Trustee (hereinafter referred to as the “Co-transfer Agent”), upon the written direction of the Corporation and delivered by the Trustee in accordance with section 2.3.

2.2Terms of Warrants

(1)Subject to the provisions of Articles Four and Five, each of the Warrants issued under section 2.1 shall entitle the holder thereof to acquire from the Corporation, the number of Shares equal to the

6

Exercise Number at any time during the Exercise Period, at an exercise price of U.S.$4.10 per Warrant (the “Exercise Price”).

(2)Fractional Warrants shall not be issued or otherwise provided for.

2.3Warrant Certificates

(1)Warrants shall be issued in registered form only and shall be evidenced only by Warrant Certificates, which shall be substantially in the form attached as Schedule “A” hereto, with such additions, variations or omissions as may be permitted by the provisions of this Indenture or may from time to time be agreed upon between the Corporation and the Trustee, shall be dated as of the date of the receipt by the Trustee of the written direction referred to in section 2.1 above (regardless of their actual dates of issue), shall bear such legends and distinguishing letters and numbers as the Corporation shall, with the approval of the Trustee, prescribe, and shall be issuable in any denomination excluding fractions.

(2)Each Warrant Certificate as well as all certificates issued in exchange for or in substitution of the foregoing securities shall bear a legend to the following effect (the “Warrant Legend”):

“UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JANUARY 24, 2006.

NEITHER THIS CERTIFICATE NOR THE SECURITIES REPRESENTED HEREBY NOR ANY SECURITIES ISSUABLE UPON THE EXERCISE OF SUCH SECURITIES, NOR ANY INTEREST IN OR RIGHTS UNDER SAME, HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE, AND NEITHER THIS CERTIFICATE NOR THE SECURITIES REPRESENTED HEREBY NOR ANY SECURITIES ISSUABLE UPON THE EXERCISE OF SUCH SECURITIES, NOR ANY INTEREST IN OR RIGHTS UNDER SAME, MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF WITHOUT (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE UNITED STATES STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, (B) RECEIPT BY THE CORPORATION OF AN ACCEPTABLE LEGAL OPINION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE CORPORATION OTHERWISE SATISFYING ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.”,

except that all Warrant Certificates issued after January 24, 2006 will not bear the first paragraph of the Warrant Legend and if the Corporation provides the Trustee with a written notice advising the Trustee that the Registration Statement has been filed with and declared effective by the United States Securities and Exchange Commission (such notice, the “Registration Notice”), all Warrant Certificates issued after the receipt by the Trustee of the Registration Notice will bear a Warrant Legend with the second paragraph thereof revised to read in its entirety as follows:

“NEITHER THIS CERTIFICATE NOR THE SECURITIES REPRESENTED HEREBY, NOR ANY INTEREST IN OR RIGHTS UNDER SAME, HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF

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1933, AS AMENDED (THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE, AND NEITHER THIS CERTIFICATE NOR THE SECURITIES REPRESENTED HEREBY, NOR ANY INTEREST IN OR RIGHTS UNDER SAME, MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF WITHOUT (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE UNITED STATES SECURITIES LAWS COVERING ANY SUCH TRANSACTION, (B) RECEIPT BY THE CORPORATION OF AN ACCEPTABLE LEGAL OPINION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE CORPORATION OTHERWISE SATISFYING ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.”.

(3)The Trustee shall maintain and make available to the Corporation lists of all persons who are entitled to Warrant Certificates, and the Trustee shall mail or deliver Warrant Certificates evidencing whole Warrants to those persons or as directed by the Corporation.

2.4Issue in Substitution for Lost Warrants

(1)If a Warrant Certificate becomes mutilated or is lost, destroyed or stolen, the Corporation, subject to applicable law and to subsection 2.4(2), shall issue and thereupon the Trustee shall countersign or certify and deliver a new Warrant Certificate of like date and tenor as the one mutilated, lost, destroyed or stolen upon surrender of and in place of and upon cancellation of the mutilated Warrant Certificate or in lieu of and in substitution for the lost, destroyed or stolen Warrant Certificate and the substituted Warrant Certificate shall be in a form approved by the Trustee and shall be entitled to the benefit hereof, rank equally in accordance with its terms with all other Warrant Certificates issued or to be issued hereunder and will bear the same legends as the Warrant Certificate being replaced.

(2)The applicant for the issue of a new Warrant Certificate pursuant to this section 2.4 shall bear the cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issue thereof, furnish to the Corporation and to the Trustee such evidence of ownership and of the loss, destruction or theft of the Warrant Certificate so lost, destroyed or stolen as shall be satisfactory to the Corporation and to the Trustee in their discretion, and if required, furnish an indemnity and surety bond in amount and form satisfactory to them in their discretion, and pay the reasonable charges of the Corporation and the Trustee in connection therewith.

2.5Warrantholder not a Shareholder

Nothing in this Indenture or in the holding of a Warrant evidenced by a Warrant Certificate, or otherwise, shall be construed as conferring upon a Warrantholder any right or interest whatsoever as a shareholder of the Corporation, including but not limited to the right to vote at, to receive notice of, or to attend meetings of shareholders or any other proceedings of the Corporation or the right to receive any dividend and other distribution.

2.6Warrants to Rank Pari Passu

Except as otherwise provided herein, a Warrant shall rank pari passu with all other Warrants issued under this Indenture, whatever may be the actual date of issue of the Warrant Certificates that evidence them.

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2.7Signing of Warrant Certificates

The Warrant Certificates shall be signed by any one director or officer of the Corporation and need not be under the seal of the Corporation.  The signatures of any of the director or officer may be mechanically reproduced in facsimile and Warrant Certificates bearing those facsimile signatures shall be binding upon the Corporation as if they had been manually signed by the director or officer.  Notwithstanding that any of the persons whose manual or facsimile signature appears on any Warrant Certificate as an officer or director may no longer hold office at the date of the Warrant Certificate or at the date of certification or delivery thereof, any Warrant Certificate signed as aforesaid shall, subject to section 2.8, be valid and binding upon the Corporation.

2.8Certification by the Trustee or Co-transfer Agent

(1)The Trustee shall certify Warrant Certificates upon the written direction of the Corporation.  No Warrant Certificate shall be issued or, if issued, shall be valid or entitle the holder to the benefit hereof until it has been certified by manual signature by or on behalf of the Trustee, or by manual signature by the Co-transfer Agent, substantially in the form approved by the Corporation and the Trustee and the certification by the Trustee or by the Co-transfer Agent upon any Warrant Certificate shall be conclusive evidence as against the Corporation that the Warrant Certificate so certified has been duly issued hereunder and that the holder is entitled to the attributes and characteristics of the Warrants provided for in this Indenture.

(2)The certification of the Trustee or of the Co-transfer Agent on Warrant Certificates issued hereunder shall not be construed as a representation or warranty by the Trustee or by the Co-transfer Agent as to the validity of this Indenture or of the Warrant Certificates (except the due certification thereof) and the Trustee or the Co-transfer Agent shall in no respect be liable or answerable for the use made of the Warrants or any of them or of the consideration therefor, except as otherwise specified herein.

ARTICLE THREE

EXCHANGE AND OWNERSHIP OF WARRANTS

3.1Exchange of Warrants

(1)Upon the request of a Warrantholder one or more Warrant Certificates may, upon compliance with the reasonable requirements of the Trustee, be exchanged for one or more Warrant Certificates of different denominations evidencing, in the aggregate, the same number of Warrants as the Warrant Certificate or Warrant Certificates being exchanged.

(2)Warrants may be exchanged only at the principal transfer offices of the Trustee in the Cities of Vancouver or Toronto, or at the principal transfer office of the Co-transfer Agent designated by the Corporation or at any other place that is designated by the Corporation with the approval of the Trustee.  Any Warrant Certificates tendered for exchange shall be surrendered to the Trustee or to its agent or the Co-transfer Agent and, upon issuance of new Warrants in exchange therefor, cancelled. The Corporation shall sign all Warrant Certificates necessary to carry out exchanges as aforesaid and those Warrant Certificates shall be certified by or on behalf of the Trustee.

3.2Charges for Exchange or Transfer

For each Warrant transferred or Warrant Certificate exchanged, the Trustee or the Co-transfer Agent except as otherwise herein provided, may charge a reasonable sum in respect of each Warrant transferred or Warrant Certificate exchanged.  The party requesting the transfer or exchange, as a

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condition precedent thereto, shall pay such charges and shall pay or reimburse the Trustee, the Co-transfer Agent or the Corporation for all exigible transfer taxes or governmental or other similar transfer charges required to be paid in connection therewith.

3.3Ownership of Warrants

The Corporation and the Trustee and their respective agents may deem and treat the person whose name any Warrant is registered as the absolute owner of that Warrant for all purposes, and the Corporation and the Trustee and their respective agents shall not be affected by any notice or knowledge to the contrary except as required by statute or by order of a court of competent jurisdiction.  The registered holder of any Warrant shall be entitled to the rights evidenced by that Warrant free from all equities or rights of set-off or counterclaim between the Corporation and the original or any intermediate holder thereof and all persons may act accordingly and the receipt from any holder for the Shares, Warrants or monies obtainable pursuant thereto shall be a good discharge to the Corporation and the Trustee for the same and neither the Corporation nor the Trustee shall be bound to inquire into the title of any such registered holder.

3.4Registration and Transfer of Warrants

(1)The Corporation hereby appoints the Trustee as registrar of the Warrants.  The Corporation may hereafter, with the consent of the Trustee, appoint one or more other additional registrars of the Warrants, including any Co-transfer Agent.

(2)The Corporation shall cause a register to be kept by the Trustee, and the Trustee agrees to maintain such a register, at its principal transfer office in the cities of Vancouver and Toronto, in which shall be entered alphabetically the names and addresses of the holders of Warrants and other particulars of the Warrants held by them respectively and all transfers of Warrants and the date and other particulars of each transfer.  Such registration shall be noted on the Warrant Certificates by the Trustee or other Registrar.  The Corporation shall also cause a branch register containing the foregoing information to be maintained by the Trustee in such other place or places as the Corporation with the approval of the Trustee may designate.

(3)No transfer of a Warrant shall be valid unless made on any one of the registers upon surrender of the Warrant Certificate to the Trustee or other Registrar accompanied by a written instrument of transfer in form satisfactory to the Trustee or other Registrar executed by the registered holder or his executors, administrator or other legal representatives or his attorney duly appointed by an instrument in writing in form and execution satisfactory to the Trustee or other Registrar and upon compliance with such reasonable requirements as the Trustee or other Registrar may prescribe.

(4)The registers referred to in this section 3.4 shall at all reasonable times be open for inspection by the Corporation, by the Trustee and by any Warrantholder.

(5)The registered holder of a Warrant may at any time and from time to time have the registration of the Warrant transferred from the register in which the registration thereof appears to another authorized register upon compliance with such reasonable requirements as the Trustee or other Registrar may prescribe.

(6)Subject to subsection 3.4(7), the holder of a Warrant may at any time and from time to time have the Warrant transferred at any of the places at which a register of transfers is kept pursuant to this section 3.4 in accordance with the conditions herein, such reasonable requirements as the Registrar may prescribe and all applicable securities legislation and requirements of regulatory authorities, provided however that the transfer of Warrants shall be accompanied by a transfer form.

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(7)Except as required by law, neither the Trustee nor any other Registrar nor the Corporation shall be charged with notice of or be bound to see to the execution of any trust, whether express, implied or constructive, in respect of any Warrant and may transfer any Warrant on the written direction of the person registered as the holder thereof, whether named as trustee or otherwise, as though that person were the beneficial owner thereof.

(8)The register required to be kept in the Cities of Vancouver and Toronto shall not be closed at any time.  In the event that an office of the Trustee or a Co-transfer Agent in any place is closed, notice of the closing shall be given, in the manner provided in section 11.2, to the Warrantholders.

(9)The Trustee and every other Registrar shall from time to time, when requested by the Corporation, or by the Trustee furnish the Corporation, or the Trustee, as the case may be, with a list of names and addresses of the holders of Warrants entered on the register kept by such Trustee or other Registrar showing the number of Warrants held by each such holder.

ARTICLE FOUR

EXERCISE OF WARRANTS

4.1Notice of Acceleration Event

(1)The “Acceleration Event” will occur if at any time after the date that is six months after the Registration Statement is declared effective by the United States Securities and Exchange Commission, the closing trading price of the Shares on the American Stock Exchange is U.S.$5.40 or greater for a period of 20 consecutive trading days.

(2)If the Acceleration Event occurs, the Corporation will have the option for a period of 15 business days after the occurrence of the Acceleration Event to provide each Warrantholder and the Trustee with written notice: (i) specifying that the Acceleration Event has occurred; (ii) requesting that all Warrants be exercised by the holders thereof within 15 business days of the date the Corporation gives notice of the Acceleration Event; and (iii) specifying the Expiry Date (the “Acceleration Notice”).

(3)If the Corporation elects to provide the Acceleration Notice, it shall be delivered to the Warrantholders and the Trustee in accordance with section 11.2 hereof, and a copy of such notice shall be delivered by telecopy and registered mail to:

Global Resource Investments Ltd.

7770 El Camino Real

Carlsbad, CA  92009

Attention:Chief Executive Officer

Telecopy:(760) 943-3935

and to:

Quest Securities Corporation

Suite 3110, 77 King Street West

Royal Trust Tower

Toronto, ON M5K 1H1

Attention:Robert Pollock

Telecopy:(416) 367-4624

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4.2Method of Exercise of Warrants

(1)The holder of any Warrants may, during the Exercise Period, exercise the right thereby conferred to acquire Shares by surrendering to the Trustee at its principal transfer office in the Cities of Vancouver or Toronto, or at any other place or places that may be designated by the Corporation with the approval of the Trustee, or to the Co-transfer Agent at its principal transfer office designated by the Corporation, a Warrant Certificate or Warrant Certificates representing the Warrants held by such holder that are to be exercised, together with: (i) a duly completed and executed exercise form in the form set out in Appendix ”A” to Schedule “A” hereto; and (ii) a certified cheque, bank draft or money order in lawful money of the United States payable to or to the order of the Corporation in an amount equal to the Exercise Price multiplied by the number of Warrants being exercised.  The Warrants shall only be deemed to have been surrendered upon personal delivery thereof to, or if sent by mail or other means of transmission upon actual receipt thereof by, the Trustee or the Co-transfer Agent at the office specified in this section.  Any such exercise shall be subject to the holder providing such assurances and executing such documents as may, in the reasonable opinion of the Corporation or the Trustee or the Co-transfer Agent, be required to ensure compliance with all applicable securities legislation.

(2)Any exercise form delivered pursuant to subsection 4.2(1) shall be signed by the Warrantholder or the Warrantholder’s executors or administrators or other legal representatives or an attorney of the Warrantholder duly appointed by an instrument in writing satisfactory to the Trustee or the Co-transfer Agent, as the case may be.  The exercise form attached to the Warrant Certificate shall specify the number of Warrants being exercised, the person or persons in whose name or names the Shares to be issued upon exercise are to be issued, the person’s or persons’ address or addresses and the number of Shares to be issued to each person if more than one is so specified.  If any of the Shares to be acquired are to be issued to a person or persons other than the Warrantholder, the Warrantholder shall pay to the Trustee or to its agent all exigible transfer taxes or governmental or other charges required to be paid in respect of the transfer of the Shares and the Corporation will not be required to issue or deliver any certificate evidencing any Shares unless or until that amount has been so paid or the Warrantholder has established to the satisfaction of the Corporation that the taxes and charges have been paid or that no taxes or charges are owing.

(3)If at the time of exercise of the Warrants there remain restrictions on resale under applicable Securities Laws on the Shares acquired, the Corporation may, on the advice of counsel, endorse the certificates representing the Shares and Warrants with respect to those restrictions.

(4)The Trustee shall record the particulars of the Warrants exercised which particulars shall include the names and addresses of the persons who become holders of Shares, if any, on exercise, the Exercise Date and the Exercise Price.  Within five business days of each Exercise Date, the Trustee shall provide such particulars in writing to the Corporation and the Transfer Agent.

4.3Effect of Exercise of Warrants

(1)Upon exercise of the Warrants in accordance with section 4.2, and subject to sections 2.2, 4.4, 4.5, and 5.4, the Corporation shall cause the holder thereof to be entered forthwith on its register of shareholders as the holder of the Shares and the Shares so acquired shall be deemed to have been issued, and the person or persons to whom those Shares are to be issued shall be deemed to have become the shareholder or shareholders of record of the Shares on the Exercise Date unless the register of the Corporation shall be closed on that date, in which case the Shares so acquired shall be deemed to be issued and the person or persons shall be deemed to become the shareholder or shareholders of record of the Shares on the date on which the register is reopened and the Shares shall be issued on the later date.

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(2)Upon the due exercise of the Warrants as aforesaid, the Corporation shall, forthwith cause to be delivered to the Trustee as agent for the person or persons in whose name or names the Shares and Warrants so acquired are to be issued as specified in the exercise forms attached to the Warrant Certificates, certificates for the appropriate number of Shares that the Warrantholders are entitled to pursuant to the Warrants surrendered.  Upon receipt by the Trustee of such certificates the Trustee shall cause such certificates to be delivered forthwith in accordance with the written delivery instructions of the holder, or in the absence of such instructions, by registered mail without charge therefor, to the person or persons in whose name or names the Shares have been issued at the addresses specified in the exercise forms.

4.4Partial Exercise of Warrants

A Warrantholder may exercise any number of Warrants up to the aggregate number of Warrants represented by the Warrant Certificates surrendered.  In the event of any exercise of a number of Warrants less than the number which the holder is entitled to exercise, the holder of the Warrants upon such exercise shall be entitled to receive, without charge therefor, a new Warrant Certificate in respect of the balance of the Warrants represented by the surrendered Warrant Certificate and which were not then exercised and the Trustee shall issue a new Warrant Certificate upon surrender of such Warrant Certificate, if satisfied that the new Warrant Certificate is properly issuable.

4.5No Fractional Shares or Warrants

Notwithstanding anything herein contained including any adjustment provided for in section 2.2 or Article Five, the Corporation shall not be obliged to issue any fractional Shares or to distribute certificates which evidence fractional Shares upon the exercise of one or more Warrants. To the extent that the holder of one or more Warrants would otherwise have been entitled to receive on the exercise or partial exercise thereof a fraction of a Share that holder may exercise that right in respect of the fraction only in combination with other Warrants that in the aggregate entitle the holder to acquire a whole number of Shares.  If not so exercised, the Corporation shall not pay any amounts to the holder in satisfaction of the right to otherwise have received a fraction of a Share.

4.6Accounting and Recording

The Trustee shall record the particulars of the Warrants exercised, including the name or names and addresses of the persons who become holders of Shares and Warrants on exercise and the Exercise Date.  Within three business days of each Exercise Date, the Trustee shall provide those particulars in writing to the Corporation.

4.7Cancellation of Surrendered Warrants

All Warrant Certificates surrendered to the Trustee shall be cancelled by the Trustee and, upon request therefor of the Corporation, the Trustee shall furnish the Corporation with a certificate identifying the Warrant Certificates so cancelled and the number of Shares and Warrants which have been issued pursuant to each.

4.8Expiration of Warrants

After the expiry of the Exercise Period, all rights under any Warrant in respect of which the right of subscription and payment herein and therein provided for shall not theretofore have been exercised shall wholly cease and terminate and the Warrant shall be void and of no effect.

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4.9Share Certificates

Certificates representing Shares issued upon the exercise of Warrants shall bear the following legend (the “Share Legend”), except that all certificates representing Shares issued after January 24, 2006will not bear the first and second paragraphs of the Share Legend and if the Corporation provides the Trustee with a Registration Notice, all certificates representing Shares issued after the receipt by the Trustee of the Registration Notice will not bear the third paragraph of the Share Legend:

“UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JANUARY 24, 2006.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX.

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY APPLICABLE STATE SECURITIES LAW.  NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF WITHOUT (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE UNITED STATES STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, (B) RECEIPT BY THE CORPORATION OF AN ACCEPTABLE LEGAL OPINION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE CORPORATION OTHERWISE SATISFYING ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.”

The Trustee may remove the Share Legend (or any portion thereof) on any particular certificate if:

(a)in the event that the Shares represented by the certificate are being sold (1) to the Corporation, or (2) in accordance with Rule 144 under the U.S. Securities Act or (3) pursuant to a registration statement filed with and declared effective by the United States Securities and Exchange Commission, the Trustee receives an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, that such legend (or portion thereof) is no longer required under applicable requirements of the U.S. Securities Act or state securities laws; or

(b)otherwise, the Trustee receives an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation that such legend (or portion thereof) is no longer required under applicable Securities Laws.

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ARTICLE FIVE

ADJUSTMENT OF EXERCISE NUMBER

5.1Definitions

In this Article the terms “record date” and “effective date” where used herein shall mean 4:30 p.m. (Vancouver time) on the relevant date.

5.2Adjustment of Exercise Number

The Exercise Number (or the number and kind of Shares or securities to be received upon exercise in the case of subsections 5.2(4) and 5.2(5) below) shall be subject to adjustment from time to time in the events and in the manner provided in section 5.3 and as follows:

(1)If during the Exercise Period the Corporation:

(a)fixes the record date for the issue, or issues to, all or substantially all of the holders of the Shares by way of a stock dividend or otherwise Shares or Convertible Securities, other than (i) the issue from time to time of Shares or Convertible Securities by way of stock dividend to shareholders who elect to receive Shares or Convertible Securities in lieu of cash dividends in the ordinary course or pursuant to a dividend reinvestment plan or (ii) as dividends paid in the ordinary course; or

(b)subdivides or redivides its outstanding Shares into a greater number of Shares; or

(c)combines, consolidates or reduces its outstanding Shares into a smaller number of Shares

(any of those events being herein called a “Share Reorganization”),

the Exercise Number shall be adjusted effective immediately after the record date at which the holders of Shares are determined for the purposes of the Share Reorganization or the effective date of the Share Reorganization if no record date is fixed to a number that is the product of (1) the Exercise Number in effect on the record date and (2) a fraction:

(i)the numerator of which shall be the number of Shares outstanding after giving effect to the Share Reorganization; and

(ii)the denominator of which shall be the number of Shares outstanding on the record date, or effective date if no record date is fixed, before giving effect to the Share Reorganization.

For the purposes of determining the number of Shares outstanding at any particular time for the purpose of this subsection 5.2(1) there shall be included that number of Shares which would have resulted from the conversion at that time of all outstanding Convertible Securities.

(2)If during the Exercise Period the Corporation fixes a record date for the issuance of rights, options or warrants to all or substantially all the holders of the Shares pursuant to which those holders are entitled to subscribe for, purchase or otherwise acquire Shares or Convertible Securities within a period of not

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more than 45 days from such record date at a price per share, or at a conversion price per share, of less than 95% of the Current Market Price on such record date (any such issuance being herein called a “Rights Offering” and Shares that may be acquired in exercise of the Rights Offering, or upon conversion of the Convertible Securities offered by the Rights Offering, being herein called the “Offered Shares”), the Exercise Number shall be adjusted effective immediately after the applicable record date to an Exercise Number that is the product of (1) the Exercise Number in effect on the record date and (2) a fraction:

(i)the numerator of which shall be the sum of (a) the number of Shares outstanding on the record date plus (b) the number of Offered Shares offered pursuant to the Rights Offering or the maximum number of Offered Shares into which the Convertible Securities so offered pursuant to the Rights Offering may be converted, as the case may be; and

(ii)the denominator of which shall be the sum of:

(A)the number of Shares outstanding on the record date; and

(B)the number arrived at when (I) either the product of (a) the number of Offered Shares so offered and (b) the price at which such Offered Shares are offered, or the product of (c) the conversion price of the Offered Shares so offered and (d) the maximum number of Offered Shares for or into which the Convertible Securities so offered pursuant to the Rights Offering may be converted, as the case may be, is divided by (II) the Current Market Price of the Shares on the record date for the Rights Offering.

If by the terms of the rights, options, or warrants referred to in this subsection 5.2(2), there is more than one purchase, conversion or exchange price per Offered Share, the aggregate price of the total number of additional Offered Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the Convertible Securities so offered, shall be calculated for purposes of the adjustment on the basis of the lowest purchase, conversion or exchange price per Offered Share, as the case may be.  Any Offered Shares owned by or held for the account of the Corporation or a subsidiary of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; if all the rights, options or warrants are not so issued or if all rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Number shall be readjusted to the Exercise Number in effect immediately prior to the record date, and the Exercise Number shall be further adjusted based upon the number of Offered Shares (or Convertible Securities that are convertible into Offered Shares) actually delivered upon the exercise of the rights, options or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after that record date.

(3)If during the Exercise Period the Corporation issues or distributes to all or substantially all the holders of Shares, (i) shares of any class other than Shares, or (ii) rights, options or warrants to acquire Shares or Convertible Securities other than rights, options or warrants exercisable within 45 days from the date of issue thereof at a price, or at a conversion price, of at least 95% of the Current Market Price at the record date for such distribution, or (iii) evidences of indebtedness, or (iv) any other cash, securities or other property or assets and that issuance or distribution does not constitute a Share Reorganization or a Rights Offering (any of those events being herein called a “Special Distribution”), the Exercise Number shall be adjusted effective immediately after the record date at which the holders of Shares are determined for purposes of the Special Distribution to an Exercise Number that is the product of (1) the Exercise Number in effect on the record date and (2) a fraction:

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(i)the numerator of which shall be the product of (I) the sum of the number of Shares outstanding on the record date plus the number of Shares which the Warrantholders would be entitled to receive upon exercise of all their outstanding Warrants if they were exercised on the record date and (II) the Current Market Price thereof on that date; and

(ii)the denominator of which shall be:

(A)the product of (I) the sum of the number of Shares outstanding on the record date plus the number of Shares which the Warrantholders would be entitled to receive upon exercise of all their outstanding Warrants if they were exercised on the record date and (II) the Current Market Price thereof on the earlier of such record date and the date on which the Corporation announces its intention to make such distribution;

less

(B)the aggregate fair market value, as determined by the board, whose determination shall be conclusive, of the shares, rights, options, warrants, evidences of indebtedness or other assets issued or distributed in the Special Distribution.

Any Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; to the extent that the distribution of shares, rights, options, warrants, evidences of indebtedness or assets is not so made or to the extent that any rights, options or warrants so distributed are not exercised, the Exercise Number shall be readjusted to the Exercise Number that would then be in effect based upon shares, rights, options, warrants, evidences of indebtedness or assets actually distributed or based upon the number of Shares or Convertible Securities actually delivered upon the exercise of the rights, options or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after the record date.

(4)If during the Exercise Period there is a reorganization of the Corporation not otherwise provided for in subsection 5.2(1) or a consolidation or merger or amalgamation of the Corporation with or into another body corporate including a transaction whereby all or substantially all of the Corporation’s undertaking and assets become the property of any other corporation through sale, lease, exchange or otherwise (any such event being herein called a “Capital Reorganization”) any holder of a Warrant who has not exercised his right to exchange his Warrant for Shares prior to the effective date of the Capital Reorganization shall be entitled to receive and shall accept, upon the exercise of his right at any time after the effective date of the Capital Reorganization, in lieu of the number of Shares (and any other securities or properties to which holders are entitled upon exercise of the Warrants) to which he or she was theretofore entitled upon exercise of the Warrant, the aggregate number of shares or other securities or property of the Corporation, or the continuing, successor or purchasing corporation, as the case may be, under the Capital Reorganization that the holder would have been entitled to receive as a result of the Capital Reorganization if, on the effective date thereof, he or she had been the holder of the number of Shares (and any other securities to which holders are entitled upon exercise of the Warrants) to which immediately before the transaction he or she was entitled upon exercise of the Warrants; no Capital Reorganization shall be carried into effect unless all necessary steps have been taken so that the holders of Warrants shall thereafter be entitled to receive the number of shares or other securities or property of the Corporation, or of the continuing, successor or purchasing corporation, as the case may be, under the Capital Reorganization, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in this

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section 5.2 and in section 5.3.  In addition, if necessary, as a result of any such Capital Reorganization, appropriate adjustments shall be made in the application of the provisions of this Indenture with respect to the rights and interests thereafter of the Warrantholder to the end that the provisions shall thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares or other securities or property thereafter deliverable upon the exercise of the Warrants.  Any such adjustments shall be made by and set forth in an indenture supplemental hereto approved by action by the Directors and shall for all purposes be conclusively deemed to be an appropriate adjustment.

(5)If the Corporation reclassifies or otherwise changes the outstanding Shares, the exercise right shall be adjusted effective immediately upon the reclassification becoming effective so that holders of Warrants who exercise their rights thereafter shall be entitled to receive such shares as they would have received had the Warrants been exercised immediately prior to the effective date, subject to adjustment thereafter in accordance with provisions the same, as nearly as may reasonably be possible, as those contained in this section 5.2 and in section 5.3.

5.3Subscription Rights Adjustment Rules

The following rules and procedures are applicable to adjustments made pursuant to section 5.2:

(1)The adjustments and readjustments provided for in this Article Five are cumulative and, subject to subsection 5.3(2), apply (without duplication) to successive issues, subdivisions, combinations, consolidations, distributions and any other events that require adjustment of the Exercise Number or the number or kind of shares or securities purchasable hereunder.

(2)No adjustment in the Exercise Number is required unless the adjustment will result in a change of at least 2% in the Exercise Number then in effect provided, however, that any adjustments that, except for the provisions of this subsection 5.3(2) would otherwise have been required to be made, are carried forward and taken into account in any subsequent adjustment.

(3)If at any time after the Exercise Period the Corporation shall take any action affecting the Shares, other than an action described in section 5.2, which in the opinion of the directors would have a material adverse effect upon the rights of Warrantholders, the Exercise Number shall be adjusted in such manner and at such time by action by the directors, in their sole discretion, but subject to the prior written consent of the Toronto Stock Exchange and the American Stock Exchange, as may be equitable in the circumstances.  Failure of the taking of action by the directors so as to provide for an adjustment prior to the effective date of any action by the Corporation affecting the Shares shall be deemed to be conclusive evidence that the directors have determined that it is equitable to make no adjustment in the circumstances.

(4)No adjustment in the Exercise Number shall be made in respect of any event described in paragraph 5.2(1)(a) or subsections 5.2(2) or 5.2(3) if the holders of the Warrants are entitled to participate in the event on the same terms, mutatis mutandis, as if they had exercised their Warrants immediately prior to the effective date or record date of the event.  Any such participation is subject to regulatory approval.

(5)No adjustment in the Exercise Number shall be made pursuant to section 5.2 in respect of the issue of Shares, rights, options or warrants pursuant to:

(a)this Indenture;

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(b)the exercise of director, officer and employee options or options granted for services in accordance with the rules of the Toronto Stock Exchange or the American Stock Exchange;

(c)the exercise of special rights to acquire Shares of the Corporation issued to employees of a subsidiary of the Corporation as part of the acquisition by the Corporation of options to acquire securities of such subsidiary held by such employees;

(d)the exercise of Warrants; or

(e)the issuance of Shares by the Corporation pursuant to any agreements in effect as at the date of this Indenture,

and any such issue shall be deemed not to be a Share Reorganization, a Rights Offering or a Special Distribution.

(6)If a dispute at any time arises with respect to adjustments of the Exercise Number, the dispute shall be conclusively determined (as between the Corporation, the Warrantholders, the Trustee and all transfer agents and shareholders of the Corporation) by the auditors of the Corporation or if they are unable or unwilling to act, by such firm of independent chartered accountants as may be selected by the directors and any such determination shall be binding upon the Corporation, the Warrantholders, the Trustee and all transfer agents and shareholders of the Corporation.

(7)If the Corporation sets a record date to determine the holders of Shares for the purpose of entitling them to receive any dividend or distribution or any subscription or purchase rights and thereafter legally abandons its plans to pay or deliver the dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Number shall be required by reason of the setting of the record date.

5.4Postponement of Subscription

In any case where the application of section 5.2 results in an increase of the Exercise Number taking effect immediately after the record date for or occurrence of a specific event, if any Warrants are exercised after that record date or occurrence and prior to completion of the event or of the period for which a calculation is required to be made, the Corporation may postpone the issuance to the holder of the Warrants of the Shares to which the holder is entitled by reason of the increase of the Exercise Number but the Shares shall be so issued and delivered to that holder upon completion of that event or period, with the number of those Shares calculated on the basis of the Exercise Number on the Exercise Date adjusted for completion of that event or period, and the Corporation shall forthwith after the Exercise Date deliver to the person or persons in whose name or names the Shares are to be issued an appropriate instrument evidencing the person’s or persons’ right to receive the Shares.

5.5Notice of Certain Events

(1)Upon the occurrence of any event referred to in sections 5.2 or 5.3 that requires an adjustment in the Exercise Number, the Corporation shall promptly thereafter:

(a)file with the Trustee a certificate of the Corporation specifying the particulars of the event and, if determinable, the adjustment and a computation of the adjustment; and

(b)give notice to the Warrantholders of the particulars of the event and, if determinable, the adjustment.

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(2)If notice has been given under subsection 5.5(1) and the adjustment is not then determinable, the Corporation shall promptly after the adjustment is determinable:

(a)file with the Trustee a certificate of the Corporation evidencing the computation of the adjustment; and

(b)give notice to the Warrantholders of the adjustment.

5.6Protection of Trustee

The Trustee shall not at any time be under any duty or responsibility to any Warrantholder to determine whether any facts exist which may require any adjustment contemplated by section 5.2, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making the same.

5.7Proceedings Prior to Any Action Requiring Adjustment

As a condition precedent to the taking of any action which would require an adjustment in any of the acquisition rights pursuant to any of the Warrants, including the number of Shares which are to be received upon the exercise of the Warrants, the Corporation shall take any corporate action which may, in the opinion of counsel, be necessary in order that the Corporation has unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the Shares which the holders of such Warrants are entitled to receive on the full exercise thereof in accordance with the provisions hereof.

ARTICLE SIX

RIGHTS AND COVENANTS

6.1Purchase of Warrants

(1)The Corporation, when not in default under this Indenture, may purchase in the market, by a private contract, by tender or otherwise, all or any portion of the Warrants in such manner, from such persons and on such terms as the Corporation and such persons may determine.  All Warrants so purchased shall forthwith be delivered to the Trustee and cancelled by it and no Warrants shall be issued in substitution therefor.

(2)If, upon an invitation for tenders, the number of Warrants tendered at the lowest price exceeds the number of Warrants that the Corporation is prepared to accept at that price, the Warrants to be purchased by the Corporation shall be selected by the Trustee by lot, or in any other manner as the Trustee may deem equitable, from the Warrants tendered by each tendering Warrantholder who tendered at such lowest price.  For this purpose, the Trustee may make, and from time to time amend, regulations with respect to the manner in which Warrants may be so selected and regulations so made shall be valid and binding upon all Warrantholders notwithstanding the fact that, as a result thereof, the Warrants held by a holder or represented by a Warrant Certificate become subject to purchase in part only.

6.2General Covenants of the Corporation

The Corporation covenants with the Trustee, for the benefit of the Trustee and the Warrantholders that so long as any Warrants remain outstanding and may be exercised for Shares:

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(1)The Corporation will at all times maintain its existence, carry on and conduct its business in a prudent manner in accordance with industry standards and good business practice, keep or cause to be kept proper books of account in accordance with applicable law, and if and whenever required in writing by the Trustee, file with the Trustee copies of all annual financial statements of the Corporation furnished to its shareholders during the term of this Indenture.

(2)The Corporation is duly authorized to create and issue the Warrants to be issued hereunder and the Warrant Certificates when issued and certified as herein provided will be legal, valid and binding obligations of the Corporation.

(3)The Corporation will cause the Shares from time to time subscribed for pursuant to the exercise of the Warrants issued by the Corporation hereunder, in the manner herein provided, to be duly issued in accordance with the Warrants and the terms hereof.

(4)The Corporation will reserve and keep available a sufficient number of Shares for issuance upon the exercise of Warrants issued by the Corporation hereunder.

(5)Upon the exercise by the holder of any Warrant of the right to purchase provided for therein and herein and, upon payment of the Exercise Price applicable thereto for each Share in respect of which the right of purchase is so exercised, all Shares issuable upon the exercise of Warrants shall be issued as fully paid and non-assessable.

(6)The Corporation will cause the certificates representing the Shares from time to time to be acquired pursuant to the exercise of the Warrants in the manner herein provided, to be duly issued and delivered in accordance with the Warrants and the terms hereof.

(7)The Corporation will use commercially reasonable efforts to maintain the listing of the Shares on the Toronto Stock Exchange and the American Stock Exchange, and will take all steps necessary to ensure that the Shares issuable upon exercise of the Warrants will be listed and posted for trading on the Toronto Stock Exchange and American Stock Exchange upon their issue.

(8)The Corporation will use commercially reasonable efforts to maintain its status as a “reporting issuer” under applicable Securities Laws in the Provinces and as a “reporting company” with the United States Securities and Exchange Commission until the Expiry Date and for a period of 12 months thereafter and shall in a timely fashion file or deposit all documents and reports with the relevant securities commissions and similar securities authorities required to be filed or deposited pursuant to the Securities Laws.

(9)The Corporation shall prepare and file under the Securities Laws any documents required to be filed therewith relating to the proposed distribution of Shares to holders of Warrants upon the exercise thereof.

(10)Generally, the Corporation will well and truly perform and carry out all the acts or things to be done by it as provided in this Indenture.

(11)If the Corporation is a party to any transaction in which the Corporation is not the continuing corporation, the Corporation shall use commercially reasonable efforts to obtain all consents which may be necessary or appropriate under Canadian and United States law to enable the continuing corporation to give effect to the Warrants.

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6.3Trustee’s Remuneration and Expenses

The Corporation covenants that it will pay to the Trustee from time to time such reasonable remuneration for its services hereunder as may be agreed upon between the Corporation and the Trustee and will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in the administration or execution of the trusts hereby created (including the reasonable compensation and the disbursements of counsel and all other advisers and assistants not regularly in its employ), both before any default hereunder and thereafter until all duties of the Trustee under the trusts hereof have been finally and fully performed, except any expense, disbursement or advance as may arise from the negligence, wilful misconduct or bad faith of the Trustee or of persons for whom the Trustee is responsible.

6.4No Dividends or Distributions

During the Exercise Period, the Corporation shall not pay any dividend or make any distribution to all or substantially all of the holders of Shares or declare any such dividend, or provide for any such distribution, payable to all or substantially all the holders of Shares of record during that period.  Such restrictions shall not apply to stock dividends or distributions in respect of which an adjustment can be made in the Exercise Number pursuant to paragraph 5.2(1)(a) or subsections 5.2(2) or 5.2(3).

6.5Performance of Covenants by Trustee

If the Corporation fails to perform any of its covenants and obligations contained in this Indenture, the Trustee may notify the Warrantholders of the failure on the part of the Corporation or may itself perform any of the said covenants capable of being performed by it, but shall be under no obligation to do so or to notify the Warrantholders.  All sums expended or advanced by the Trustee in so doing shall be repayable as provided in section 6.3.  No performance, expenditure or advance by the Trustee shall be deemed to relieve the Corporation of any default or of its continuing obligations hereunder.

ARTICLE SEVEN

ENFORCEMENT

7.1Suits by Warrantholders

All or any of the rights conferred upon any Warrantholder by any of the terms of the Warrants, the Warrant Certificates or of this Indenture, or both of them, may be enforced by the Warrantholder by appropriate legal proceedings, but without prejudice to the right which is hereby conferred upon the Trustee to proceed in its own name to enforce each and all of the provisions herein contained for the benefit of all Warrantholders, subject, in each case, to the provisions of section 8.11.

7.2Immunity of Shareholders, Directors and Officers

The Trustee, and by their acceptance of the Warrant Certificates and as part of the consideration for the issue of the Warrants, the Warrantholders, hereby waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction against any past, present or future shareholder, director or officer of the Corporation or of any of the subsidiaries of the Corporation, or any subsidiary of the Corporation, in their capacity as such, for the issue of Shares pursuant to any Warrants or on any covenant, agreement, representation or warranty by the Corporation contained herein or in the Warrant Certificates.

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7.3Limitation of Liability

The obligations hereunder are not personally binding upon, nor shall resort hereunder be had to, the private property of any of the past, present or future directors, shareholders, officers, employees or agents of the Corporation or any of the subsidiaries of the Corporation, or any subsidiary of the Corporation, but only the property of the Corporation (or any successor corporation) shall be bound in respect hereof.

ARTICLE EIGHT

MEETINGS OF WARRANTHOLDERS

8.1Right to Convene Meetings

The Trustee may at any time and from time to time and shall on receipt of a written request of the Corporation or of a Warrantholders’ Request, and upon being indemnified and funded to its reasonable satisfaction by the Corporation or by one or more of the Warrantholders signing the Warrantholders’ Request against the costs that may be incurred in connection with the calling and holding of the meeting, convene a meeting of the Warrantholders. In the event of the Trustee failing, within 15 days after receipt of the written request of the Corporation or Warrantholders’ Request and indemnity given as aforesaid, to give notice convening a meeting, the Corporation or the Warrantholders, as the case may be, may convene the meeting. Every meeting shall be held in the City of Vancouver or at such other place as may be approved or determined by the Trustee.

8.2Notice

At least 14 days notice of any meeting shall be given to the Warrantholders in the manner provided in section 11.2 and a copy of the notice shall be sent by mail to the Trustee unless the meeting has been called by it, and to the Corporation unless the meeting has been called by it. Each notice shall state the time when and the place where the meeting is to be held and shall state briefly the general nature of the business to be transacted thereat and it shall not be necessary for the notice to set out the terms of any resolution to be proposed or any of the provisions of this Article Eight.  Any accidental omission in the notice of a meeting shall not invalidate any resolution passed at the meeting.

8.3Chairman

An individual (who need not be a Warrantholder) designated in writing by the Trustee shall be chairman of the meeting, and if no individual is so designated, or if the individual so designated is not present within 15 minutes from the time fixed for the holding of the meeting, the Warrantholders present in person or by proxy shall choose a person present to be chairman.

8.4Quorum

Subject to the provisions of section 8.12, at any meeting of the Warrantholders a quorum shall consist of one or more Warrantholders present in person or by proxy and holding in aggregate at least 10% of the then outstanding Warrants. If a quorum of the Warrantholders is not present within half an hour from the time fixed for holding a meeting, the meeting, if summoned by the Warrantholders pursuant to a Warrantholders’ Request, shall be dissolved; but, subject to section 8.12, in any other case the meeting shall be adjourned to the same day in the next week (unless that day is not a business day, in which event the meeting shall be reconvened on the next day that is a business day) at the same time and place and no notice of the adjournment need be given. At the adjourned meeting the Warrantholders present in person or by proxy shall form a quorum and may transact the business for which the meeting

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was originally convened, notwithstanding the number of outstanding Warrants that such Warrantholders hold.

8.5Power to Adjourn

The chairman of any meeting at which a quorum of the Warrantholders is present may, with the consent of the meeting, adjourn the meeting and no notice of the adjournment need be given except such notice, if any, as the meeting may prescribe.

8.6Show of Hands

Every question submitted to a meeting shall be decided in the first place by a majority of the votes given on a show of hands except that votes on an Extraordinary Resolution shall be given in the manner hereinafter provided.  At any meeting, unless a poll is duly demanded or required as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.  Any Warrantholder present in person or by proxy can demand a poll at any meeting in accordance with the provisions of section 8.7.

8.7Poll

On every Extraordinary Resolution, and on any other question submitted to a meeting upon which a poll is directed by the chairman or requested by one or more of the Warrantholders acting in person or by proxy and holding in the aggregate not less than 5% of the total number of the Warrants then outstanding, a poll shall be taken in such manner as the chairman shall direct.  Questions other than an Extraordinary Resolution shall be decided by a majority of the votes cast on a poll.  The results of a poll shall be deemed to be the decision of the meeting at which the poll was demanded and shall be binding on all Warrantholders.

8.8Voting

On a show of hands, every person who is present and entitled to vote, whether as a Warrantholder or as proxy for one or more absent Warrantholders or both, shall have one vote.  On a poll each Warrantholder present in person or represented by proxy, duly appointed by instrument in writing, shall be entitled to one vote in respect of each Warrant then held by him.  A proxyholder need not be a Warrantholder.

8.9Regulations

The Trustee, or the Corporation with the approval of the Trustee, may from time to time make or vary such regulations as they think fit:

(a)for the issue of voting certificates by any bank, trust company or other depository satisfactory to the Trustee stating that the Warrants specified therein have been deposited with the depository by a named person and will remain on deposit until a specified date, which voting certificates shall entitle the persons named therein to be present and vote at the meeting of the Warrantholders and at any adjournment thereof held before that date or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof held before that date in the same manner and with the same effect as though the persons so named in the voting certificates were the actual holders of the Warrants specified therein;

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(b)for the deposit of voting certificates or instruments appointing proxies at such place and time as the Trustee, the Corporation or the Warrantholders convening the meeting, as the case may be, may in the notice convening the meeting direct;

(c)for the deposit of voting certificates or instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of the voting certificates or instruments appointing proxies to be sent by mail, cable, telex or other means of prepaid, transmitted, recorded communication before the meeting to the Corporation or to the Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting;

(d)for the form of instrument appointing a proxy (which shall be in writing), the manner in which the same shall be executed and the verification of any authority under which a person executes a proxy on behalf of a Warrantholder; and

(e)generally for the calling of meetings of Warrantholders and the conduct of business thereat.

Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted.  Save as the regulations may provide, the only persons who shall be recognized at any meeting as the holders of any Warrants, or as entitled to vote or, subject to section 8.10, be present at the meeting in respect thereof, shall be persons who are the registered holders of Warrants or their duly appointed proxyholders.

8.10Corporation and Trustee may be Represented

The Corporation and the Trustee, by their respective officers or directors, and the counsel to the Corporation and the Trustee may attend any meeting of the Warrantholders, but shall have no vote as such.

8.11Powers Exercisable by Extraordinary Resolution

In addition to all other powers conferred upon them by any other provisions of this Indenture or by law, the Warrantholders at a meeting shall have the following powers exercisable from time to time by Extraordinary Resolution (subject to regulatory approval, if required):

(a)power to agree to or sanction any modification, abrogation, alteration, compromise or arrangement of the rights of Warrantholders or the Trustee in its capacity as trustee hereunder or on behalf of the Warrantholders against the Corporation, whether those rights arise under this Indenture, the Warrant Certificates or otherwise which shall be agreed to by the Corporation, and to authorize the Trustee to concur in and execute any indenture supplement, except that in respect of a change in the Exercise Period or the Exercise Price the amendment shall not be binding upon a Warrantholder who does not consent thereto;

(b)power to direct or authorize the Trustee to enforce any of the obligations on the part of the Corporation contained in this Indenture or the Warrants or to enforce any of the rights of the Warrantholders in any manner specified in the Extraordinary Resolution or to refrain from enforcing any such covenant or right;

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(c)power to waive and direct the Trustee to waive any default on the part of the Corporation in complying with any provisions of this Indenture or the Warrants, either unconditionally or upon any conditions specified in the Extraordinary Resolution;

(d)power to restrain any Warrantholder from taking or instituting any suit, action or proceeding against the Corporation for the enforcement of any of the obligations on the part of the Corporation contained in this Indenture or the Warrant Certificates or to enforce any of the rights of the Warrantholders;

(e)power to direct any Warrantholder who, as such, has brought any suit, action or proceeding to stay or discontinue or otherwise deal with the same upon payment of the costs, charges and expenses reasonably and properly incurred by the Warrantholder in connection therewith;

(f)power from time to time and at any time, with the consent of the Corporation, not to be unreasonably withheld, to remove the Trustee and appoint a successor trustee;

(g)power to assent to any change in or omission from the provisions contained in the Warrant Certificates and this Indenture or any ancillary or supplemental instrument which may be agreed to by the Corporation, and to authorize the Trustee to concur in and execute any ancillary or supplemental indenture embodying the change or omission;

(h)power to assent to any compromise or arrangement with any creditor or any class of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation; and

(i)power to amend, alter or repeal any Extraordinary Resolution previously passed or consented to by Warrantholders.

8.12Meaning of “Extraordinary Resolution”

(1)The expression “Extraordinary Resolution” when used in this Indenture means, subject as hereinafter in this section and in sections 8.15 and 8.16 provided, a resolution proposed at a meeting of the Warrantholders duly convened for that purpose and held in accordance with the provisions of this Article Eight at which there are present in person or by proxy one or more Warrantholders holding in aggregate not less than 51% of the total number of Warrants then outstanding and passed by the affirmative votes of Warrantholders holding in aggregate not less than 66.67% of the total number of Warrants then outstanding and represented at the meeting and voted on the poll upon the resolution.

(2)If at any meeting called for the purpose of passing an Extraordinary Resolution Warrantholders holding in aggregate not less than 51% of the total number of Warrants  then outstanding are not present in person or by proxy within half an hour after the time appointed for the meeting, then the meeting, if convened by Warrantholders pursuant to a Warrantholders’ Request, shall be dissolved; but in any other case it shall stand adjourned to such day, being not less than 15 or more than 60 days later, and to such place and time as may be appointed by the chairman.  Not less than ten days’ notice shall be given to the Warrantholders of the time and place of the adjourned meeting in the manner provided in section 11.2.  The notice shall state that at the adjourned meeting the Warrantholders present in person or by proxy shall form a quorum but it shall not be necessary to set forth the purposes for which the meeting was originally called or any other particulars. At the adjourned meeting the Warrantholders present in person or by proxy shall form a quorum, notwithstanding the provisions of this subsection 8.12(2) to the contrary, and may transact the business for which the meeting was originally convened and a resolution proposed at the adjourned meeting

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and passed by the requisite vote as provided in subsection 8.12(1) shall be an Extraordinary Resolution within the meaning of this Indenture notwithstanding the number of Warrants held by those Warrantholders voting.

(3)Votes on an Extraordinary Resolution shall always be given on a poll and no demand for a poll on an Extraordinary Resolution shall be necessary.

8.13Powers Cumulative

It is hereby declared and agreed that any one or more of the powers or any combination of the powers in this Indenture stated to be exercisable by the Warrantholders by Extraordinary Resolution or otherwise may be exercised from time to time and the exercise of any one or more of the powers or any combination of the powers from time to time shall not prevent the Warrantholders from exercising that power or those powers or combination of powers then or any other power or powers or combination of powers thereafter from time to time.

8.14Minutes

Minutes of all resolutions and proceedings at every meeting of Warrantholders as aforesaid shall be made and duly entered in books from time to time to be provided for that purpose by the Trustee at the expense of the Corporation, and any minutes as aforesaid, if signed by the chairman of the meeting at which such resolutions were passed or proceedings were taken, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every meeting, in respect of the proceedings of which minutes have been made, shall be deemed to have been duly convened and held, and all resolutions passed thereat or proceedings taken, to have been duly passed and taken.

8.15Instruments in Writing

All actions that may be taken and all powers that may be exercised by the Warrantholders at a meeting held as in this Article Eight provided may also be taken and exercised by one or more Warrantholders who hold in the aggregate not less than 66.67% of the total number of then outstanding Warrants, by an instrument in writing signed in one or more counterparts by each Warrantholder in person or by attorney duly appointed in writing and the expression “Extraordinary Resolution” when used in this Indenture shall include a resolution embodied in an instrument so signed.

8.16Binding Effect of Resolutions

Every resolution and every Extraordinary Resolution passed in accordance with the provisions of this Article Eight at a meeting of Warrantholders shall be binding upon all the Warrantholders, except as provided in subsection 8.11(a), whether present at or absent from the meeting, and whether voting for or against the resolution or abstaining and every instrument in writing signed by Warrantholders in accordance with section 8.15 shall be binding upon all the Warrantholders, except as provided in subsection 8.11(a), whether signatories thereto or not, and each and every Warrantholder and the Trustee (subject to the provisions for its indemnity herein contained) shall be bound to give effect accordingly to every resolution and instrument in writing passed or executed in accordance with these provisions.

8.17Holdings by Corporation Disregarded

In determining whether the Warrantholders holding the requisite number of Warrants are present for the purpose of obtaining a quorum or have voted or consented to any resolution, Extraordinary

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Resolution, consent, waiver, Warrantholders’ Request or other action under this Indenture, Warrants owned by the Corporation or any subsidiary of the Corporation shall be deemed to be not outstanding.

ARTICLE NINE

SUPPLEMENTAL INDENTURES AND SUCCESSOR COMPANIES

9.1Provision for Supplemental Indentures for Certain Purposes

From time to time the Corporation and the Trustee may, subject to the provisions hereof, and they shall, when so directed hereby, execute and deliver by their proper officers or directors, as the case may be, indentures or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:

(a)setting forth any adjustments resulting from the application of the provisions of Article Five;

(b)adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of counsel, are necessary or advisable, provided that the same are not in the opinion of the Trustee, based on the opinion of counsel, prejudicial to the interests of the Warrantholders as a group;

(c)giving effect to any Extraordinary Resolution passed as provided in Article Eight;

(d)adding to, deleting or altering the provisions hereof in respect of the transfer of Warrants, the exchange of Warrants and the making of any modification in the form of a Warrant Certificate which additions, deletions or alterations, in the opinion of the Trustee, based on the opinion of counsel, do not affect the substance thereof;

(e)making any additions to, deletions from or alterations of the provisions of this Indenture which, in the opinion of the Trustee, based on the opinion of counsel, do not materially and adversely affect the interests of the Warrantholders and are necessary or advisable in order to incorporate, reflect or comply with any Applicable Legislation;

(f)making provisions not inconsistent with this Indenture as may be necessary or desirable with respect to matters or questions arising hereunder or for the purpose of obtaining a listing or quotation of the Shares issuable under the Warrants on a stock exchange, bourse or over-the-counter market, provided that the provisions are not, in the opinion of the Trustee, based on the opinion of counsel, prejudicial to the interests of the Warrantholders as a group;

(g)modifying any of the provisions of this Indenture or relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that no such modification or relief shall be or become operative or effective if in the opinion of the Trustee, based on the opinion of counsel, the modification or relief impairs any of the rights of the Warrantholders provided hereunder, or of the Trustee, and provided that the Trustee may in its uncontrolled discretion decline to enter into any supplemental indenture which in its opinion may not afford adequate protection to the Trustee when the same shall become operative;

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(h)evidencing any succession, or successive successions, of other bodies corporate to the Corporation and the assumption by any successor of the obligations of the Corporation herein and in the Warrant Certificates as provided hereafter in this Article Nine; and

(i)for any other purpose not inconsistent with the terms of this Indenture, including the correction or rectification of any ambiguities, defective provisions, errors or omissions herein, provided that, in the opinion of the Trustee, based on the opinion of counsel, the rights of the Trustee and the Warrantholders provided hereunder, are in no way prejudiced thereby.

9.2Correction of Manifest Errors

The Corporation and the Trustee may correct typographical, clerical and other manifest errors in this Indenture in writing provided that such corrections shall, in the opinion of the Trustee based on advice from its counsel, in no way prejudice the rights of the Trustee or of the Warrantholders hereunder, and the Corporation and the Trustee may execute and deliver all such documents as may be necessary to correct such errors.

9.3Amending Adjustment Provisions

The Corporation and the Trustee may modify the adjustments resulting from the application of the provisions of Article Five if a modification is required as a result of any approval of the Toronto Stock Exchange or the American Stock Exchange contemplated by the provisions of Article Five and the Corporation and the Trustee may execute and deliver such documents as may be necessary to effect the modification.

9.4Successor Companies

In the case of the consolidation, amalgamation, arrangement, merger or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another entity (“successor corporation”), the successor corporation resulting from the consolidation, amalgamation, arrangement, merger or transfer (if not the Corporation) shall be bound by the provisions hereof and all obligations for the due and punctual performance and observance of each and every covenant and obligation contained in this Indenture to be performed by the Corporation and, if requested by the Trustee, the successor corporation shall by supplemental indenture satisfactory in form to the Trustee and executed and delivered to the Trustee, expressly assume those obligations.

ARTICLE TEN

CONCERNING THE TRUSTEE

10.1Trust Indenture Legislation

(1)If and to the extent that any provision of this Indenture limits, qualifies or conflicts with a mandatory requirement of Applicable Legislation, the mandatory requirement shall prevail.

(2)The Corporation and the Trustee agree that each will, at all times in relation to this Indenture and any action to be taken hereunder, observe and comply with and be entitled to the benefits of Applicable Legislation.

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10.2Rights and Duties of Trustee

(1)In the exercise of the rights, duties and obligations prescribed or conferred by the terms of this Indenture, the Trustee shall act honestly and in good faith with a view to the best interests of the Warrantholders and shall exercise that degree of care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances.

(2)No provision of this Indenture will be construed to relieve the Trustee from liability for its own gross negligence or wilful misconduct.

(3)The obligation of the Trustee to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Trustee or the Warrantholders or obligations of the Corporation hereunder shall be conditional upon the Warrantholders furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue the act, action or proceeding and an indemnity reasonably satisfactory to the Trustee to protect and hold harmless the Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof.  None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as aforesaid.

(4)The Trustee may, before commencing any such act, action or proceeding, or at any time during the continuance thereof require the Warrantholders at whose instance it is acting to deposit with the Trustee the Warrant Certificates held by them, for which Warrant Certificates the Trustee shall issue receipts.

(5)Every provision of this Indenture that by its terms relieves the Trustee of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of Applicable Legislation, and of this section 10.2 and sections 10.3 and 10.8.

10.3Evidence, Experts and Advisers

(1)In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Trustee such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Applicable Legislation or as the Trustee may reasonably require by written notice to the Corporation.

(2)In the exercise of its rights and duties hereunder the Trustee may, if it is acting in good faith, rely as to due execution and as to the truth of the statements and the accuracy of the opinions expressed therein, upon statutory declarations, opinions, reports, certificates or other evidence furnished to the Trustee pursuant to any provision hereof or pursuant to a request of the Trustee.

(3)The Trustee may employ or retain such counsel, accountants, engineers, appraisers, or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them payable by the Corporation in accordance with section 6.3, without taxation of costs of any counsel, and shall not be responsible for any misconduct on the part of any of them who has been selected with due care by the Trustee.

(4)The Trustee may as a condition precedent to any action to be taken by it under this Indenture require such opinions, statutory declarations, reports, certificates or other evidence as it, acting reasonably, considers necessary or advisable in the circumstances.

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10.4Securities, Documents and Monies Held by Trustee

Any securities, documents of title or other instruments that may at any time be held by the Trustee subject to the trusts hereof may be placed in the deposit vaults of the Trustee or of any of the Canadian Imperial Bank of Commerce, BMO Bank of Montreal, Bank of Nova Scotia, The Toronto-Dominion Bank, RBC Royal Bank and HSBC Bank Canada or deposited for safekeeping with any of those Canadian chartered banks.  Unless herein otherwise expressly provided, any money so held pending the application or withdrawal thereof under any provision of this Indenture shall be deposited in the name of the Trustee in any of the foregoing Canadian chartered banks at the rate of interest, if any, then current on similar deposits or, with the consent of the Corporation, be:

(a)deposited in the deposit department of the Trustee or of any other loan or trust company authorized to accept deposits under the laws of Canada or a province thereof whose short term debt obligations or deposits have a rating of at least R1 as rated by Dominion Bond Rating Service, or

(b)invested in securities issued or guaranteed by the Government of Canada or a province thereof or in obligations maturing not more than one year from the date of investment of or guaranteed by any of the foregoing Canadian chartered banks.

Unless the Corporation is in default hereunder, all interest or other income received by the Trustee in respect of deposits and investments will belong to the Corporation.

10.5Action by Trustee to Protect Interests

The Trustee shall have power to institute and to maintain such actions and proceedings as it may consider necessary or expedient to preserve, protect or enforce its interests and the interests of the Warrantholders.

10.6Trustee not Required to Give Security

The Trustee shall not be required to give any bond or security in respect of the execution of the trusts and powers of this Indenture or otherwise in respect of the premises contained herein.

10.7Protection of Trustee

By way of supplement to the provisions of any law from time to time applicable to trustees, it is expressly declared and agreed as follows:

(1)The Trustee shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in section 10.10 or by virtue of the certification by the Trustee of the Warrant Certificates) or required to verify the same, but all those statements or recitals are and shall be deemed to be made by the Corporation.

(2)Nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration (or filing or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto.

(3)The Trustee shall not be bound to give notice to any person or persons of the execution hereof.

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(4)The Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants or warranties herein contained or of any acts of any director, officer, employee or agent of the Corporation.

(5)The Trustee shall not be bound to give any notice or to do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it has been required to under the terms hereof nor shall the Trustee be required to take notice of any default of the Corporation hereunder unless and until notified in writing of the default (which notice must specify the nature of the default) and, in the absence of that notice, the Trustee may for all purposes hereunder conclusively assume that no default by the Corporation hereunder has occurred. The giving of any notice shall in no way limit the discretion of the Trustee hereunder as to whether any action is required to be taken in respect of any default hereunder.

(6)The Trustee shall not be accountable with respect to the validity or value (or the kind or amount) of any Shares or Warrants or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant.

(7)The Trustee is not responsible for any failure of the Corporation to make any cash payment or to issue, transfer or deliver Shares or certificates for the same upon the surrender or deemed surrender of any Warrant Certificates for the purpose of the exercise of the Warrants represented by such Warrant Certificates.

10.8Indemnification

Without limiting any protection or indemnity of the Trustee under any other provision hereof, or otherwise at law, the Corporation hereby agrees to indemnify and hold harmless the Trustee, its directors, officers, employees and agents (collectively, the “Indemnified Parties”) from and against any and all liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements, including reasonable legal or advisor fees and disbursements, of whatever kind and nature which may at any time be imposed on, incurred by or asserted against the Indemnified Parties in connection with the performance of its duties and obligations hereunder, other than such liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements arising by reason of the gross negligence or fraud of the Indemnified Parties.  This provision shall survive the resignation or removal of the Trustee, or the termination of the Indenture.  The Indemnified Parties shall not be under any obligation to prosecute or to defend any action or suit in respect of the relationship which, in the opinion of their counsel, may involve them in expense or liability, unless the Corporation shall, so often as required, furnish the Indemnified Parties with satisfactory indemnity and funding against such expense or liability.

10.9Replacement of Trustee

(1)The Trustee may resign its trust and be discharged from all further duties and liabilities hereunder, except as provided in this Article Ten, by giving to the Corporation and the Warrantholders not less than 90 days’ notice in writing or, if a new Trustee has been appointed such shorter notice as the Corporation may accept as sufficient. The Warrantholders by Extraordinary Resolution shall have power at any time, with the consent of the Corporation, not to be unreasonably withheld, to remove the Trustee and to appoint a new Trustee.  In the event of the Trustee resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Corporation shall forthwith appoint a new Trustee unless a new Trustee has already been appointed by the Warrantholders; failing that appointment by the Corporation, the retiring Trustee or any Warrantholder may apply to the Supreme Court of British Columbia, on such notice as the Court may direct, for the appointment of a new Trustee; but any new Trustee so appointed by the Corporation or by the Court shall be subject to removal as aforesaid by the Warrantholders and the Corporation.  Any new Trustee appointed under any

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provision of this section 10.9 shall be a corporation authorized to carry on the business of a trust company in the provinces of British Columbia and Ontario and, if required by the Applicable Legislation of any other province, in that other province.  On any appointment, the new Trustee shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Trustee without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Corporation, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring such powers, rights, duties and responsibilities of the new Trustee.

(2)Upon the appointment of a new Trustee, the Corporation shall promptly give notice thereof to the Warrantholders.

(3)Any corporation into or with which the Trustee may be merged or consolidated or amalgamated, or any corporation succeeding to the trust business of the Trustee, shall be the successor to the Trustee hereunder without any further act on its part or any of the parties hereto provided that the corporation would be eligible for appointment as a new Trustee under subsection 10.9(1).

(4)Any Warrant Certificates certified but not delivered by a predecessor Trustee may be certified by the new or successor Trustee in the name of the predecessor or new or successor Trustee.

10.10Conflict of Interest

(1)The Trustee represents to the Corporation that at the time of the execution and delivery hereof no material conflict of interest exists between the Trustee’s role as a fiduciary hereunder and its role in any other capacity and agrees that in the event of a material conflict of interest arising hereafter it will, within 90 days after ascertaining that it has a material conflict of interest, either eliminate the same or assign its trust hereunder to a successor Trustee approved by the Corporation and meeting the requirements set forth in subsection 10.9(1).  Notwithstanding the foregoing provisions of this subsection 10.10(1), if any such material conflict of interest exists or hereafter shall exist, the validity and enforceability of this Indenture and the Warrant Certificate shall not be affected in any manner whatsoever by reason thereof.

(2)Subject to subsection 10.10(1), the Trustee, in its personal or any other capacity, may buy, lend upon and deal in securities of the Corporation, may act as registrar and transfer agent for the Shares and trustee for the Warrants under the Warrant Indenture and generally may contract and enter into financial transactions with the Corporation or any subsidiary of the Corporation, all without being liable to account for any profit made thereby.

10.11Acceptance of Trust

The Trustee hereby accepts the trusts in this Indenture declared and provided for, agrees to perform the same upon the terms and conditions herein set forth and agrees to hold all rights, interests and benefits contained herein for and on behalf of those persons who become holders of Warrants from time to time issued pursuant to this Indenture.

10.12Trustee not to be Appointed Receiver

The Trustee and any person related to the Trustee shall not be appointed a receiver, a receiver and manager or liquidator of all or any part of the assets or undertaking of the Corporation.

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10.13Third Party Interests

The Corporation hereby represents to the Trustee that any account to be opened by, or interest held by, the Trustee in connection with this Indenture, for or to the credit of the Corporation, either:  (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case the Corporation agrees to complete and execute forthwith a declaration in the Trustee’s prescribed form as to the particulars of such third party.

10.14Compliance with Money Laundering Legislation

The Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Trustee reasonably determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline. Further, should the Trustee reasonably determine at any time that its acting under this Indenture has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days written notice to the Corporation, provided: (i) that the Trustee’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Trustee’s satisfaction within such 10 day period, then such resignation shall not be effective.

10.15Compliance with Privacy Laws

The parties acknowledge that federal and/or provincial legislation that addresses the protection of individuals’ personal information (collectively, “Privacy Laws”) applies to obligations and activities under this Agreement.  Despite any other provision of this Agreement, neither party shall take or direct any action that would contravene, or cause the other to contravene, applicable Privacy Laws. The Corporation shall, prior to transferring or causing to be transferred personal information to the Trustee, obtain and retain required consents of the relevant individuals to the collection, use and disclosure of their personal information, or shall have determined that such consents either have previously been given upon which the parties can rely or are not required under the Privacy Laws. The Trustee shall use commercially reasonable efforts to ensure that its services hereunder comply with Privacy Laws. Specifically, the Trustee agrees: (a) to have a designated chief privacy officer; (b) to maintain policies and procedures to protect personal information and to receive and respond to any privacy complaint or inquiry; (c) to use personal information solely for the purposes of providing its services under or ancillary to this Agreement and not to use it for any other purpose except with the consent of or direction from the Corporation or the individual involved; (d) not to sell or otherwise improperly disclose personal information to any third party; and (e) to employ administrative, physical and technological safeguards to reasonably secure and protect personal information against loss, theft, or unauthorized access, use or modification.

ARTICLE ELEVEN

GENERAL

11.1Notice to Corporation and Trustee

(1)Unless herein otherwise expressly provided, any notice to be given hereunder to the Corporation or the Trustee shall be given in writing and shall be deemed to be validly given if delivered or if sent by registered letter, postage prepaid or if transmitted by telecopy:

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(a)if to the Corporation:

Vista Gold Corp.
Suite 5, 7961 Shaffer Parkway
Littleton, Colorado
U.S.A. 80127

Attention:  Chief Financial Officer

Telecopier No.:  (720) 981-1186

(b)if to the Trustee:

Computershare Trust Company of Canada
510 Burrard Street
Vancouver, British Columbia
V6C 3B9

Attention:  Corporate Trust Services

Telecopier No.:  (604) 661-9403

and any notice given in accordance with the foregoing shall be deemed to have been received on the date of delivery or, if mailed, on the fifth business day following the day of the mailing of the notice or, if transmitted by telecopy, on the day following the transmission.

(2)The Corporation or the Trustee, as the case may be, may from time to time notify the other in the manner provided in subsection 11.1(1) of a change of address which, from the effective date of the notice and until changed by like notice, shall be the address of the Corporation or the Trustee, as the case may be, for all purposes of this Indenture.

(3)If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Trustee or to the Corporation hereunder could reasonably be considered unlikely to reach or to be delayed in reaching its destination, the notice shall be valid and effective only if it is delivered to an officer of the party to which it is addressed or if it is delivered to that party at the appropriate address provided in subsection 11.1(1) by cable, telegram, telex, telecopy or other means of prepaid, transmitted, or written communication and any notice delivered in accordance with the foregoing shall be deemed to have been received on the date of delivery to the officer or if delivered by cable, telegram, telex, telecopy or other means of prepaid, transmitted, recorded communication, on the first business day following the date of the sending of the notice by the person giving the notice.

11.2Notice to Warrantholders

(1)Unless herein otherwise expressly provided, any notice to be given hereunder to Warrantholders shall be written and shall be deemed to be validly given if the notice is sent by prepaid mail, addressed to the holder or delivered by hand or transmitted by telecopy (or so mailed to certain holders and so delivered to other holders and so telecopied to other holders) at their respective addresses and telecopy numbers appearing on the register maintained by the Trustee; and if in the case of joint holders of any Warrants more than one address or telecopy number appears on the register in respect of that joint holding, the notice shall be addressed or delivered, as the case may be, only to the first address or telecopier number, as the case may be, so appearing.  Any notice so given shall be deemed to have been received on the day of

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delivery by hand or telecopy or, if mailed, on the next business day following the day of mailing of the notice.  Accidental error or omission in giving notice or accidental failure to mail notice to any Warrantholder shall not invalidate any action or proceeding founded thereon.

(2)If, by reason of strike, lock-out or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Warrantholders hereunder could reasonably be considered unlikely to reach or be delayed in reaching its destination, the notice shall be valid and effective if published or distributed once in the Report on Business section of the national edition of The Globe and Mail newspaper, or, in the event of a disruption in the circulation of that newspaper, once in a daily newspaper in the English language approved by the Trustee of general circulation in the City of Toronto and Vancouver; provided that in the case of a notice convening a meeting of the holders of Warrants, the Trustee may require such additional publications of that notice, in the same or in other cities or both, as it may deem necessary for the reasonable protection of the holders of Warrants or to comply with any applicable requirement of law or any stock exchange.  Any notice so given shall be deemed to have been given on the day on which it has been published in all of the cities in which publication was required (or first published in a city if more than one publication in that city is required).  In determining under any provision hereof, the date when notice of any meeting or other event must be given, the date of giving notice shall be included and the date of the meeting or other event shall be excluded.

11.3Satisfaction and Discharge of Indenture

Upon the earlier of (i) the date by which certificates representing Shares shall have been delivered to Warrantholders to the full extent of the rights attached to all Warrants theretofore certified hereunder and the monies to be paid hereunder, if any, have been paid and (ii) the Expiry Date; this Indenture shall cease to be of further effect and the Trustee, on demand of and at the cost and expense of the Corporation and upon delivery to the Trustee of a certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Indenture have been complied with and upon payment to the Trustee of the fees and other remuneration payable to the Trustee, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture.

11.4Sole Benefit of Parties and Warrantholders

Nothing in this Indenture or in the Warrant Certificates, expressed or implied, shall give or be construed to give to any person other than the parties hereto and the Warrantholders any legal or equitable right, remedy or claim under this Indenture, or under any covenant or provision therein contained, all such covenants and provisions being for the sole benefit of the parties hereto and the Warrantholders.

11.5Discretion of Directors

Any matter provided herein to be determined by the directors will be determined acting reasonably in their sole discretion, and a determination so made will be conclusive.

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11.6Counterparts and Formal Date

This Indenture may be executed in several original or facsimile counterparts, each of which when so executed shall be deemed to be an original and the counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear the date as of September 23, 2005.

IN WITNESS WHEREOF the parties hereto have executed this Indenture under the hands of their proper officers in that behalf.

VISTA GOLD CORP.
By:	[ILLEGIBLE]
	Authorized Signatory
COMPUTERSHARE TRUST COMPANY OF CANADA
By:
	Authorized Signatory
By:
	Authorized Signatory

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SCHEDULE ”A”

UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JANUARY 24, 2006.

NEITHER THIS CERTIFICATE NOR THE SECURITIES REPRESENTED HEREBY NOR ANY SECURITIES ISSUABLE UPON THE EXERCISE OF SUCH SECURITIES, NOR ANY INTEREST IN OR RIGHTS UNDER SAME, HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE, AND NEITHER THIS CERTIFICATE NOR THE SECURITIES REPRESENTED HEREBY NOR ANY SECURITIES ISSUABLE UPON THE EXERCISE OF SUCH SECURITIES, NOR ANY INTEREST IN OR RIGHTS UNDER SAME, MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF WITHOUT (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE UNITED STATES STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, (B) RECEIPT BY THE CORPORATION OF AN ACCEPTABLE LEGAL OPINION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE CORPORATION OTHERWISE SATISFYING ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.

WARRANT

to acquire common shares of

VISTA GOLD CORP.

(continued under the laws of the Yukon Territory)

Warrant Certificate
No. Certificate for                                             Warrants, each entitling the holder to acquire one Share of Vista Gold Corp.

THIS IS TO CERTIFY THAT, for value received,

(the “Holder”) is the registered Holder of the number of common share purchase warrants (the “Warrants”) of the Corporation specified above, and is entitled, on exercise of these Warrants upon and subject to the terms and conditions set forth herein and in the Warrant Indenture hereinafter referred to, to purchase at any time before 4:30 p.m. (Vancouver time) on the earlier of (i) September 23, 2007, and (ii) the 15^th business day following the date on which the Corporation provides notice to the Holder and to Computershare Trust Company of Canada (the “Trustee”) that the Acceleration Event (as defined below) has occurred (such earlier date, the “Expiry Date”), one fully paid and non-assessable common share without par value in the capital of the Corporation as constituted on the date hereof (a “Share”) for each Warrant by surrendering to the Trustee at its principal transfer office in the Cities of Vancouver or Toronto with this certificate an exercise form in the form attached hereto duly completed and executed, accompanied by cash, a certified cheque, bank draft or money order in lawful money of the United States of America payable to or to the order of the Corporation at par in the city where this Warrant Certificate is so surrendered in an amount equal to the purchase price of the Shares so subscribed for.  The “Acceleration Event” will occur if, at any time after the date that is six months after the Registration Statement, as defined in the Warrant Indenture hereinafter referred to, relating to the Shares is declared effective by the United States Securities and Exchange Commission, the closing trading price of the Shares

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on the American Stock Exchange is U.S.$5.40 or greater for a period of 20 consecutive trading days.  If the Acceleration Event occurs, the Corporation will have the option for a period of 15 business days after the occurrence of the Acceleration Event to provide notice that the Acceleration Event has occurred.

Surrender of this Warrant Certificate, the duly completed exercise form and payment as provided above will be deemed to have been effected only on personal delivery thereof to, or if sent by mail or other means of transmission on actual receipt thereof by, the Trustee at the Cities of Vancouver and Toronto.

Subject to adjustment thereof in the events and in the manner set forth in the Warrant Indenture hereinafter referred to, the exercise price (the “Exercise Price”) upon the exercise of a Warrant shall be U.S.$4.10 per Warrant.

Certificates for the Shares subscribed for will be mailed to the persons specified in the exercise form at their respective addresses specified therein or, if so specified in the exercise form, delivered to such persons at the office where this Warrant Certificate is surrendered.  If fewer Shares are purchased than the number that can be purchased pursuant to this Warrant Certificate, the Holder hereof will be entitled to receive without charge a new Warrant Certificate in respect of the balance of the Shares not so purchased.  No fractional Shares will be issued upon exercise of any Warrant.

This Warrant Certificate evidences Warrants of the Corporation issued or issuable under the provisions of a warrant indenture (which indenture together with all other instruments supplemental or ancillary thereto is herein referred to as the “Warrant Indenture”) dated as of September 23, 2005 between the Corporation and the Trustee, as trustee, to which Warrant Indenture reference is hereby made for particulars of the rights of the Holders of Warrants, the Corporation and the Trustee in respect thereof and the terms and conditions on which the Warrants are issued and held, all to the same effect as if the provisions of the Warrant Indenture were herein set forth, to all of which the Holder by acceptance hereof assents.  The Corporation will furnish to the Holder, on request and without charge, a copy of the Warrant Indenture.

On presentation at the principal transfer office of the Trustee in the Cities of Vancouver or Toronto as specified below, subject to the provisions of the Warrant Indenture and on compliance with the reasonable requirements of the Trustee, one or more Warrant Certificates may be exchanged for one or more Warrant Certificates entitling the Holder thereof to purchase in the aggregate an equal number of Shares as are purchasable under the Warrant Certificate or Certificates so exchanged.

The Warrant Indenture contains provisions for the adjustment of the number and kind of Shares issuable upon the exercise of Warrants in the events and in the manner set forth therein.

The Warrant Indenture also contains provisions making binding on all Holders of Warrants outstanding thereunder resolutions passed at meetings of Holders of Warrants held in accordance with the provisions of the Warrant Indenture and instruments in writing signed by Holders of Warrants entitled to purchase a specific majority of the Shares that can be purchased pursuant to such Warrants.

Nothing contained in this Warrant Certificate, the Warrant Indenture or elsewhere shall be construed as conferring upon the Holder hereof any right or interest whatsoever as a Holder of Shares or any other right or interest except as herein and in the Warrant Indenture expressly provided.

Warrants are issuable only as fully registered Warrants.  Warrants may only be transferred in compliance with the conditions of the Warrant Indenture on one of the registers to be kept by and at the principal offices of the Trustee in Vancouver or Toronto, and by the Trustee or such other

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registrar as the Corporation, with the approval of the Trustee, may appoint at such other place or places, if any, as may be designated, upon surrender of this Warrant Certificate to the Trustee or other registrar accompanied by a written instrument of transfer in form and execution satisfactory to the Trustee or other registrar and upon compliance with the conditions prescribed in the Warrant Indenture and with such reasonable requirements as the Trustee or other registrar may prescribe and upon the transfer being duly noted thereon by the Trustee or other registrar.

In the event of any discrepancy between anything contained in this Warrant Certificate and the terms and conditions of the Warrant Indenture, the terms and conditions of the Warrant Indenture shall govern.

Time is of the essence hereof.

This Warrant Certificate will not be valid for any purpose until it has been countersigned by or on behalf of the Trustee from time to time under the Warrant Indenture.

The parties hereto have declared that they have required that these presents and all other documents related hereto be in the English language.  Les parties aux présentes déclarent qu’elles ont exigé que la présente convention, de même que tous les documents s’y rapportant, soient rédigés en anglais.

IN WITNESS WHEREOF Vista Gold Corp. has caused this Warrant Certificate to be duly executed as of the              day of                                           , 200        .

		VISTA GOLD CORP.
		By:
			Authorized Signatory
Countersigned and Registered by:
COMPUTERSHARE TRUST COMPANY OF CANADA
By:
	Authorized Signatory

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APPENDIX “A”

EXERCISE FORM

TO:Vista Gold Corp.
c/o Computershare Trust Company of Canada
510 Burrard Street
Vancouver, British Columbia
V6C 3B9

Attention:Stock Transfer Department

The undersigned holder of the within Warrants hereby exercises                            of the Warrants represented hereby and the right provided for in such exercised Warrants to receive the common shares of Vista Gold Corp. issuable pursuant to such Warrants.

The undersigned hereby irrevocably directs that the said common shares be issued and delivered as follows:

Name(s) in Full Address(es) (include Postal/Zip Code) Numbers(s) of
common shares

(Please print in full the name in which certificates are to be issued.  If any of the securities are to be issued to a person or persons other than the Warrantholder, the Transfer of Warrants form must be completed and the Warrantholder must pay to the Trustee all exigible transfer taxes or other government charges.)

The undersigned represents, warrants and certifies as follows:  the undersigned (i) is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the U.S. Securities Act of 1933, as amended (an “Accredited Investor”)), exercising the Warrant for its own account or the account of an Accredited Investor over which it exercises sole investment discretion, and (ii) has had access to such current public information concerning Vista Gold Corp. as it considered necessary in connection with its investment decision.

DATED this               day of                               ,                       .

Witness or Signature Guarantee*	Signature of Registered Holder
	Name of Registered Holder
	Address of Registered Holder

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*  If the underlying securities are to be issued to a person other than the registered holder then the signature must be guaranteed by a Schedule I Canadian Chartered Bank or a guarantee under the North American STAMP, SEMP or MSP Medallion Programs.

oPlease check box if these certificates are to be delivered to the office where this Warrant Certificate is surrendered, failing which the certificates will be mailed to the address shown on the register.

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APPENDIX “B”

TRANSFER OF WARRANTS

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

(name)	(the “transferee”)
(address)
of the Warrants registered in the name of the undersigned represented by the within certificate.

The undersigned hereby certifies that the Warrants are being sold, assigned or transferred in accordance with applicable securities laws covering any such transaction.

DATED the               day of                             ,                                    .

Signature of Warrantholder
Guaranteed by:	(Signature of Warrantholder)
		*

* Authorized Signature Number

NOTE:  The signature to this transfer must correspond with the name as recorded on the Warrants in every particular without alteration or enlargement or any change whatever.  The signature of the person executing this transfer must be guaranteed by a Schedule I Canadian Chartered Bank or a guarantee under the North American STAMP, SEMP or MSP Medallion Programs.

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EX-4.2

Exhibit 4.2

UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JANUARY 24, 2006.

NEITHER THIS CERTIFICATE NOR THE SECURITIES REPRESENTED HEREBY NOR ANY SECURITIES ISSUABLE UPON THE EXERCISE OF SUCH SECURITIES, NOR ANY INTEREST IN OR RIGHTS UNDER SAME, HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE, AND NEITHER THIS CERTIFICATE NOR THE SECURITIES REPRESENTED HEREBY NOR ANY SECURITIES ISSUABLE UPON THE EXERCISE OF SUCH SECURITIES, NOR ANY INTEREST IN OR RIGHTS UNDER SAME, MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF WITHOUT (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE UNITED STATES STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, (B) RECEIPT BY THE CORPORATION OF AN ACCEPTABLE LEGAL OPINION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE CORPORATION OTHERWISE SATISFYING ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.

BROKER WARRANTS

TO PURCHASE COMMON SHARES OF

VISTA GOLD CORP.

Broker Warrant Certificate Number:

BW—1 Number of Broker Warrants:

216,881

THIS IS TO CERTIFY THAT for valuable consideration Quest Securities Corporation, 77 King Street West P.O. Box 157, Suite 3110 Royal Trust Tower Toronto-Dominion Centre Toronto, ON M5K 1H1 (the “Finder”) is entitled to subscribe for in respect of each whole broker warrant (a “Broker Warrant” and collectively the “Broker Warrants”) represented by this certificate or by a replacement certificate (in either case this “Broker Warrant Certificate”), at any time up to 4:30 p.m., Vancouver time on the earlier of (i) September 23, 2007, and (ii) the 15^th business day following the date on which the Corporation provides notice to the Finder that the Acceleration Event (as hereinafter defined) has occurred (such earlier time, the “Expiry Time”), upon and subject to the terms and conditions set forth herein and in schedule A attached hereto, which schedule forms an integral part hereof and shall be deemed to be incorporated herein, one fully paid and non-assessable common share (“Shares” and which term shall include any other shares or securities to be issued in addition thereto or in substitution or replacement therefor as provided herein) of Vista Gold Corp. (the “Corporation”), a corporation existing under the laws of the Yukon Territory, as constituted on the date hereof, at an exercise price (the “Exercise Price”) of U.S.$4.10 per Broker Warrant, subject to adjustment in the events and in the manner set forth herein.  No fractional Shares will be issuable upon any exercise of any Broker Warrant and the Finder will not be entitled to any cash payment or compensation in lieu of a fractional Share.

The Corporation agrees that the Shares purchased pursuant to the exercise of the Broker Warrants shall be and be deemed to be issued to the Finder as of the close of business on the date on which this Broker Warrant Certificate shall have been surrendered and payment made for such Shares as aforesaid.

Nothing contained herein shall confer any right upon the Finder to subscribe for or purchase any Shares at any time after the Expiry Time and from and after the Expiry Time the Broker Warrants and all rights under this Broker Warrant Certificate shall be void and of no value.

The “Acceleration Event” will occur if, at any time after the date that is six months after a registration statement (the “Registration Statement”) under the United States Securities Act of 1933, as amended, relating to the Shares (including the Shares that may be issued upon the exercise of the Broker Warrants) in connection with the offering by the Corporation pursuant to the terms of the subscription agreements (“Subscription Agreements”) dated September 23, 2005 between the Corporation and purchasers of units of the Corporation is declared effective by the United States Securities and Exchange Commission, the closing trading price of the Shares on the American Stock Exchange is U.S.$5.40 or greater for a period of 20 consecutive trading days.  If the Acceleration Event occurs, the Corporation will have the option for a period of 15 business days after the occurrence of the Acceleration Event to provide notice to the Finder that the Acceleration Event has occurred.

All Shares which are to be issued upon the exercise of the Broker Warrants shall be issued to the Finder, upon payment therefor of the amount for which the Shares which may at the time be purchased pursuant to the provisions hereof, and the Finder shall be deemed to have become the holder of record of such Shares, on the date of delivery of this Broker Warrant Certificate together with payment for the Shares so subscribed for, unless the transfer books of the Corporation shall be closed on such date, in which event the Shares so subscribed for shall be deemed to be issued, and the Finder shall be deemed to have become the holder of record of such Shares, on the date on which such transfer books are reopened and such Shares shall be issued at the purchase price in effect on the date of delivery of this Broker Warrant Certificate together with payment for the Shares subscribed for by the Finder.

The Broker Warrants are non-assignable and non-transferable.

If this Broker Warrant Certificate or any replacement hereof becomes stolen, lost, mutilated or destroyed, the Corporation shall, on such terms as it may in its discretion impose, acting reasonably, issue and deliver a new certificate, in form identical hereto but with appropriate changes, representing any unexercised portion of the subscription rights represented hereby to replace the certificate so stolen, lost, mutilated or destroyed.

By acceptance hereof, the Finder hereby represents and warrants to the Corporation that the Finder is acquiring the Broker Warrants as principal for its own account and not for the benefit of any other person.

The Broker Warrants shall enure to the benefit of, and shall be binding upon, the Finder and the Corporation and their respective successors.

IN WITNESS WHEREOF the Corporation has caused this Broker Warrant Certificate to be issued under the signature of a properly authorized officer of the Corporation.

DATED as of the 23^rd day of September, 2005.

VISTA GOLD CORP.
By:
	Name:
	Title:

SCHEDULE A

Additional Terms and Conditions of this Broker Warrant Certificate

1.Exercise: In the event that the Finder desires to exercise the right to purchase Shares conferred hereby, the Finder shall (a) complete to the extent possible in the manner indicated and execute a subscription form in the form attached as schedule B to this Broker Warrant Certificate, (b) surrender this Broker Warrant Certificate to the Corporation in accordance with section 9 hereof, and (c) pay the amount payable on the exercise of such Broker Warrants being exercised by certified cheque, bank draft or money order in lawful money of United States of America payable to the Corporation or by transmitting same day funds in lawful money of United States of America by wire to such account as the Corporation shall direct the Finder.  Upon such surrender and payment as aforesaid, the Finder shall be deemed for all purposes to be the holder of record of the number of Shares to be so issued and the Finder shall be entitled to delivery of a certificate or certificates representing such Shares and the Corporation shall cause such certificate or certificates to be delivered to the Finder at the address specified in the subscription form within three business days after such surrender and payment as aforesaid.  No fractional Shares will be issuable upon any exercise of the Broker Warrants and the Finder will not be entitled to any cash payment or compensation in lieu of a fractional Share.

2.Partial Exercise:  The Finder may from time to time exercise any lesser number of Broker Warrants than the number of Broker Warrants expressed in this Broker Warrant Certificate.  In the event that the Finder exercises any such lesser number of Broker Warrants prior to the Expiry Time, the Finder shall be entitled to receive a replacement certificate representing the unexercised balance of the Broker Warrants.

3.Not a Shareholder:  The holding of the Broker Warrants shall not constitute the Finder a shareholder of the Corporation nor entitle the Finder to any right or interest in respect thereof except as expressly provided in this Broker Warrant Certificate.

4.Covenants, Representations and Warranties:  The Corporation hereby covenants and agrees that it is authorized to create and issue the Broker Warrants and covenants and warrants that it is authorized to issue and that it will cause the Shares from time to time subscribed for and purchased in the manner provided in this Broker Warrant Certificate and the certificate or certificates representing such Shares to be issued and that, at all times prior to the Expiry Time, it will reserve and there will remain unissued a sufficient number of Shares to satisfy the right of purchase provided in this Broker Warrant Certificate.  The Corporation hereby further covenants and agrees that it will at its expense expeditiously use its commercially reasonable efforts to obtain the listing of such Shares (subject to issue or notice of issue) on each stock exchange or over-the-counter market on which the Shares may be listed from time to time  and that it will use commercially reasonable efforts to have the Registration Statement declared effective by the United States Securities and Exchange Commission within six months from the date hereof, provided that the Corporation will in no way be liable or responsible to the Finder if notwithstanding such efforts such declaration does not occur within the foregoing time period or at all.  All Shares which are issued upon the exercise of the right of purchase provided in this Broker Warrant Certificate, upon payment therefor of the amount at which such Shares may be purchased pursuant to the provisions of this Broker Warrant Certificate, shall be and be deemed to be fully paid and non-assessable shares and free from all taxes, liens and charges with respect to the issue thereof.  The Corporation hereby represents and warrants that this Broker Warrant Certificate is a valid and enforceable obligation of the Corporation, enforceable in accordance with the provisions of this Broker Warrant Certificate.

5.Anti-Dilution Protection:

(1)Definitions:  For the purposes of this section 5, unless there is something in the subject matter or context inconsistent therewith, the following words and terms shall have the respective meanings specified therefor in this subsection 5(1):

(a)“board” means the Board of Directors of the Corporation;

(b)“Convertible Security” means a security of the Corporation (other than the Broker Warrants) or any other issuer convertible into or exchangeable for or otherwise carrying the right to acquire Shares;

(c)“Current Market Price” of the Shares at any date means the weighted average trading price of the Shares on the Toronto Stock Exchange or the American Stock Exchange as may be selected for that purpose by the board or, if the Shares are not then listed on the Toronto Stock Exchange or the American Stock Exchange, on such other Canadian or United States stock exchange as may be selected for that purpose by the board, or, if the Shares are not then listed on any Canadian or United States stock exchange, in the over-the-counter market, during the ten most recent consecutive trading days ending on a date not earlier than the fifth trading day before such date; provided that the weighted average trading price shall be determined by dividing that aggregate sale price of all Shares sold on the said exchange or market, as the case may be, during the said ten consecutive trading days by the total number of Shares so sold; and provided further that, if the Shares are not listed and posted for trading on any stock exchange in Canada or the United States or traded in the over-the-counter market, the Current Market Price shall be determined by the board in accordance with generally accepted accounting principles;

(d)“director” means a director of the Corporation for the time being, and reference without more to action by the directors means action by the directors of the Corporation as a board or, whenever duly empowered, action by an executive committee of the board, in each case by resolution duly passed;

(e)“dividends” means dividends or distributions (payable in cash or in securities, property or assets of equivalent value) declared payable on the Shares;

(f)“dividends paid in the ordinary course” means such dividends or distributions declared payable on a Share in any fiscal year of the Corporation to the extent that such dividends or distributions in the aggregate do not exceed 5% of the applicable Exercise Price and for such purposes the amount of any dividends or distributions paid in other than cash or shares shall be the fair market value of such dividends or distributions as determined by the directors;

(g)“Exercise Date” with respect to any Broker Warrant means the date on which the Broker Warrant Certificate evidencing such Broker Warrant is exercised and surrendered in accordance with section 1 hereof;

(h)“Exercise Number” means, at any time, that number of Shares that the Finder is entitled to receive from time to time for each Broker Warrant held upon exercise of the rights attached to the Broker Warrant as that number may be adjusted by this section 5 and that number, as at the date hereof, is equal to one Share for each Broker Warrant.

(i)“Exercise Period” means the period commencing on the date of issue of this Broker Warrant and ending at the Expiry Time;

(j)“record date” and “effective date” means 4:30 p.m. (Vancouver time) on the relevant date;

(k)“subsidiary of the Corporation” means a corporation, more than 50% of the outstanding voting shares of which are owned, directly or indirectly, other than by way of security only, by the Corporation or by one or more subsidiaries of the Corporation; and, as used in this definition, “voting shares” means shares of a class or classes ordinarily entitled to vote for the election of a majority of the directors of a corporation irrespective of whether or not shares of any other class or classes shall have or might have the right to vote for directors by reason of the happening of any contingency;

(l)“trading day” with respect to a stock exchange means a day on which Shares may be traded through the facilities of such stock exchange, and with respect to the over-the-counter market means a day on which Shares may be traded through facilities of such over-the-counter market;

(m)“Warrantholders” means the registered holders of Warrants; and

(n)“Warrants” means the 2,168,812 common share purchase warrants of the Corporation issued pursuant to the Subscription Agreements and governed by the warrant indenture dated September 23, 2005 between the Corporation and Computershare Trust Company of Canada, each whole Warrant entitling the holders thereof to acquire one Share at an exercise price of U.S.$4.10 per Warrant, subject to adjustment.

(2)Adjustments:  The Exercise Number (or the number and kind of Shares or securities to be received upon exercise in the case of clauses 5(2)(d) and 5(2)(e) below) shall be subject to adjustment from time to time in the events and in the manner provided in subsection 5(3) below and as follows:

(a)If during the Exercise Period the Corporation:

(i)fixes the record date for the issue, or issues to, all or substantially all of the holders of the Shares by way of a stock dividend or otherwise Shares or Convertible Securities, other than (a) the issue from time to time of Shares or Convertible Securities by way of stock dividend to shareholders who elect to receive Shares or Convertible Securities in lieu of cash dividends in the ordinary course or pursuant to a dividend reinvestment plan or (b) as dividends paid in the ordinary course;

(ii)subdivides or redivides its outstanding Shares into a greater number of Shares; or

(iii)combines, consolidates or reduces its outstanding Shares into a smaller number of Shares,

(any of those events being herein called a “Share Reorganization”), the Exercise Number shall be adjusted effective immediately after the record date at which the holders of Shares are determined for the purposes of the Share Reorganization or the effective date of the Share Reorganization if no record date is fixed to a number that is the product of (1) the Exercise Number in effect on the record date and (2) a fraction:

(A)the numerator of which shall be the number of Shares outstanding after giving effect to the Share Reorganization; and

(B)the denominator of which shall be the number of Shares outstanding on the record date, or effective date if no record date is fixed, before giving effect to the Share Reorganization.

For the purposes of determining the number of Shares outstanding at any particular time for the purpose of this clause 5(2)(a) there shall be included that number of Shares which would have resulted from the conversion at that time of all outstanding Convertible Securities.

(b)If during the Exercise Period the Corporation fixes a record date for the issuance of rights, options or warrants to all or substantially all the holders of the Shares pursuant to which those holders are entitled to subscribe for, purchase or otherwise acquire Shares or Convertible Securities within a period of not more than 45 days from such record date at a price per share, or at a conversion price per share, of less than 95% of the Current Market Price on such record date (any such issuance being herein called a “Rights Offering” and Shares that may be acquired in exercise of the Rights Offering, or upon conversion of the Convertible Securities offered by the Rights Offering, being herein called the “Offered Shares”), the Exercise Number shall be adjusted effective immediately after the applicable record date to an Exercise Number that is the product of (1) the Exercise Number in effect on the record date and (2) a fraction:

(i)the numerator of which shall be the sum of (a) the number of Shares outstanding on the record date plus (b) the number of Offered Shares offered pursuant to the Rights Offering or the maximum number of Offered Shares into which the Convertible Securities so offered pursuant to the Rights Offering may be converted, as the case may be; and

(ii)the denominator of which shall be the sum of:

(A)the number of Shares outstanding on the record date; and

(B)the number arrived at when (I) either the product of (a) the number of Offered Shares so offered and (b) the price at which such Offered Shares are offered, or the product of (c) the conversion price of the Offered Shares so offered and (d) the maximum number of Offered Shares for or into which the Convertible Securities so offered pursuant to the Rights Offering may be converted, as the case may be, is divided by (II) the Current Market Price of the Shares on the record date for the Rights Offering.

If by the terms of the rights, options, or warrants referred to in this clause 5(2)(b), there is more than one purchase, conversion or exchange price per Offered Share, the aggregate price of the total number of additional Offered Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the Convertible Securities so offered, shall be calculated for purposes of the adjustment on the basis of the lowest purchase, conversion or exchange price per Offered Share, as the case may be.  Any Offered Shares owned by or held for the account of the Corporation or a subsidiary of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; if all the rights, options or warrants are not so issued or if all rights, options or warrants are not

exercised prior to the expiration thereof, the Exercise Number shall be readjusted to the Exercise Number in effect immediately prior to the record date, and the Exercise Number shall be further adjusted based upon the number of Offered Shares (or Convertible Securities that are convertible into Offered Shares) actually delivered upon the exercise of the rights, options or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after that record date.

(c)If during the Exercise Period the Corporation issues or distributes to all or substantially all the holders of Shares, (i) shares of any class other than Shares, or (ii) rights, options or warrants to acquire Shares or Convertible Securities other than rights, options or warrants exercisable within 45 days from the date of issue thereof at a price, or at a conversion price, of at least 95% of the Current Market Price at the record date for such distribution, or (iii) evidences of indebtedness, or (iv) any other cash, securities or other property or assets and that issuance or distribution does not constitute a Share Reorganization or a Rights Offering (any of those events being herein called a “Special Distribution”), the Exercise Number shall be adjusted effective immediately after the record date at which the holders of Shares are determined for purposes of the Special Distribution to an Exercise Number that is the product of (1) the Exercise Number in effect on the record date and (2) a fraction:

(i)the numerator of which shall be the product of (I) the sum of the number of Shares outstanding on the record date plus the number of Shares which the Warrantholders and the Finder would be entitled to receive upon exercise of all their outstanding Warrants and Broker Warrants, respectively, if they were exercised on the record date and (II) the Current Market Price thereof on that date; and

(ii)the denominator of which shall be:

(A)the product of (I) the sum of the number of Shares outstanding on the record date plus the number of Shares which the Warrantholders and the Finder would be entitled to receive upon exercise of all their outstanding Warrants and Broker Warrants, respectively, if they were exercised on the record date and (II) the Current Market Price thereof on the earlier of such record date and the date on which the Corporation announces its intention to make such distribution;

less

(B)the aggregate fair market value, as determined by the board, whose determination shall be conclusive, of the shares, rights, options, warrants, evidences of indebtedness or other assets issued or distributed in the Special Distribution.

Any Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; to the extent that the distribution of shares, rights, options, warrants, evidences of indebtedness or assets is not so made or to the extent that any rights, options or warrants so distributed are not exercised, the Exercise Number shall be readjusted to the Exercise Number that would then be in effect based upon shares, rights, options, warrants, evidences of indebtedness or assets actually distributed or based upon the number of Shares or Convertible Securities actually delivered

upon the exercise of the rights, options or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after the record date.

(d)If during the Exercise Period there is a reorganization of the Corporation not otherwise provided for in subsection 5(2) hereof or a consolidation or merger or amalgamation of the Corporation with or into another body corporate including a transaction whereby all or substantially all of the Corporation’s undertaking and assets become the property of any other corporation through sale, lease, exchange or otherwise (any such event being herein called a “Capital Reorganization”) the Finder, with respect to each Broker Warrant which has not been exercised for Shares prior to the effective date of the Capital Reorganization, shall be entitled to receive and shall accept, upon the exercise of its right at any time after the effective date of the Capital Reorganization, in lieu of the number of Shares (and any other securities or properties to which the Finder is entitled upon exercise of the Broker Warrants) to which the Finder was theretofore entitled upon exercise of each such Broker Warrant, the aggregate number of shares or other securities or property of the Corporation, or the continuing, successor or purchasing corporation, as the case may be, under the Capital Reorganization that the Finder would have been entitled to receive as a result of the Capital Reorganization if, on the effective date thereof, the Finder had been the holder of the number of Shares (and any other securities to which the Finder is entitled upon exercise of the Broker Warrants) to which immediately before the transaction the Finder was entitled upon exercise of the Broker Warrants; no Capital Reorganization shall be carried into effect unless all necessary steps have been taken so that the Finder shall thereafter be entitled to receive the number of shares or other securities or property of the Corporation, or of the continuing, successor or purchasing corporation, as the case may be, under the Capital Reorganization, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in this subsection 5(2) and in subsection 5(3) hereof.  In addition, if necessary, as a result of any such Capital Reorganization, appropriate adjustments shall be made in the application of the provisions of this Broker Warrant Certificate with respect to the rights and interests thereafter of the Finder to the end that the provisions shall thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares or other securities or property thereafter deliverable upon the exercise of the Broker Warrants.

(e)If the Corporation reclassifies or otherwise changes the outstanding Shares, the exercise right shall be adjusted effective immediately upon the reclassification becoming effective so that upon the exercise by the Finder of its rights thereafter, the Finder shall be entitled to receive such shares as it would have received had the Broker Warrants been exercised immediately prior to the effective date, subject to adjustment thereafter in accordance with provisions the same, as nearly as may reasonably be possible, as those contained in this subsection 5(2) and in subsection 5(3) hereof.

(3)Subscription Rights Adjustment Rules: The following rules and procedures are applicable to adjustments made pursuant to subsection 5(2) hereof:

(a)The adjustments and readjustments provided for in this section 5 are cumulative and, subject to subsection 5(3)(b) below, apply (without duplication) to successive issues, subdivisions, combinations, consolidations, distributions and any other events that require adjustment of the Exercise Number or the number or kind of shares or securities purchasable hereunder.

(b)No adjustment in the Exercise Number is required unless the adjustment will result in a change of at least 2% in the Exercise Number then in effect provided, however, that any adjustments that, except for the provisions of this clause 5(3)(b) would otherwise have been required to be made, are carried forward and taken into account in any subsequent adjustment.

(c)If at any time after the Exercise Period the Corporation shall take any action affecting the Shares, other than an action described in subsection 5(2) hereof, which in the opinion of the directors would have a material adverse effect upon the rights of the Finder hereunder, the Exercise Number shall be adjusted in such manner and at such time by action by the directors, in their sole discretion, but subject to the prior written consent of the Toronto Stock Exchange and the American Stock Exchange, as may be equitable in the circumstances.  Failure of the taking of action by the directors so as to provide for an adjustment prior to the effective date of any action by the Corporation affecting the Shares shall be deemed to be conclusive evidence that the directors have determined that it is equitable to make no adjustment in the circumstances.

(d)No adjustment in the Exercise Number shall be made in respect of any event described in paragraph 5(2)(a)(i) hereof or clauses 5(2)(b) or 5(2)(c) hereof if the Finder is entitled to participate in the event on the same terms, mutatis mutandis, as if it had exercised its Broker Warrants immediately prior to the effective date or record date of the event.  Any such participation is subject to regulatory approval.

(e)No adjustment in the Exercise Number shall be made pursuant to subsection 5(2) hereof in respect of the issue of Shares, rights, options or warrants pursuant to:

(i)this Broker Warrant Certificate;

(ii)the exercise of director, officer and employee options or options granted for services in accordance with the rules of the Toronto Stock Exchange or the American Stock Exchange;

(iii)the exercise of special rights to acquire Shares of the Corporation issued to employees of a subsidiary of the Corporation as part of the acquisition by the Corporation of options to acquire securities of such subsidiary held by such employees;

(iv)the exercise of Warrants; or

(v)the issuance of Shares by the Corporation pursuant to any agreements in effect as at the date of this Broker Warrant Certificate,

and any such issue shall be deemed not to be a Share Reorganization, a Rights Offering or a Special Distribution.

(f)If a dispute at any time arises with respect to adjustments of the Exercise Number, the dispute shall be conclusively determined (as between the Corporation and the Finder) by the auditors of the Corporation or if they are unable or unwilling to act, by such firm of independent chartered accountants as may be selected by the directors and any such determination shall be binding upon the Corporation and the Finder.

(g)If the Corporation sets a record date to determine the holders of Shares for the purpose of entitling them to receive any dividend or distribution or any subscription or purchase rights and thereafter legally abandons its plans to pay or deliver the dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Number shall be required by reason of the setting of the record date.

(4)Postponement of Subscription: In any case where the application of subsection 5(2) hereof results in an increase of the Exercise Number taking effect immediately after the record date for or occurrence of a specific event, if any Broker Warrants are exercised after that record date or occurrence and prior to completion of the event or of the period for which a calculation is required to be made, the Corporation may postpone the issuance to the Finder of the Shares to which the Finder is entitled by reason of the increase of the Exercise Number but the Shares shall be so issued and delivered to the Finder upon completion of that event or period, with the number of those Shares calculated on the basis of the Exercise Number on the Exercise Date adjusted for completion of that event or period, and the Corporation shall forthwith after the Exercise Date deliver to the Finder an appropriate instrument evidencing the Finder’s right to receive the Shares.

(5)Notice:

(a)Upon the occurrence of any event referred to in subsections 5(2) or 5(3) hereof that requires an adjustment in the Exercise Number, the Corporation shall promptly thereafter give notice to the Finder of, and provide the Finder with a certificate of the Corporation specifying, the particulars of the event and, if determinable, the adjustment and a computation of the adjustment.

(b)If notice has been given under clause 5(5)(a) hereof and the adjustment is not then determinable, the Corporation shall promptly after the adjustment is determinable give notice to the Finder of, and provide the Finder with a certificate of the Corporation evidencing the computation of, the adjustment.

6.Further Assurances:  The Corporation hereby covenants and agrees that it will do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all and every such other act, deed and assurance as the Finder shall reasonably require for the better accomplishing and effectuating of the intentions and provisions of this Broker Warrant Certificate.

7.Time of Essence:  Time shall be of the essence of this Broker Warrant Certificate.

8.Governing Laws:  This Broker Warrant Certificate shall be construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.

9.Notices:  All notices or other communications to be given under this Broker Warrant Certificate shall be delivered by hand or by telecopier and, if delivered by hand, shall be deemed to have been given on the delivery date and, if sent by telecopier, on the date of transmission if sent before 4:00 p.m. on a business day or, if such day is not a business day, on the first business day following the date of transmission.

Notices to the Corporation shall be addressed to:

Vista Gold Corp.
Suite 5, 7961 Shaffer Parkway
Littleton, Colorado
U.S.A. 80127

Attention:  Chief Financial Officer

Telecopier:  (720) 981-1186

Notices to the Finder shall be addressed to:

Quest Securities Corporation

77 King Street West

P.O. Box 157, Suite 3110

Royal Trust Tower

Toronto-Dominion Centre

Toronto, Ontario  M5K 1H1

Attention:Robert Pollock

Telecopier:416-367-4624

The Corporation or the Finder may change its address for service by notice in writing to the other of them specifying its new address for service under this Broker Warrant Certificate.

10.Legends on Shares:

(1)Canadian Legends:  Any certificate representing Shares issued upon the exercise of the Broker Warrants prior to the date which is four months and one day after the date hereof will bear the following legends:

“UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JANUARY 24, 2006.”

and

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”), HOWEVER, THE SAID SECURITIES MAY NOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE AND CONSEQUENTLY ANY CERTIFICATE PREPRESENTING SUCH SECURITIES IS NOT ‘GOOD DELIVERY’ IN SETTLEMENT OF TRANSACTIONS ON TSX”;

provided that at any time subsequent to the date which is four months and one day after the date hereof any certificate representing such Shares may be exchanged for a certificate bearing no such legends.  The Corporation hereby covenants and agrees that it will use its commercially reasonable efforts to deliver or to cause to be delivered a certificate or certificates representing such Shares bearing no such legends within three business days after receipt of the legended certificate or certificates.

(2)US Legend: Any certificate representing Shares issued upon the exercise of the Broker Warrants prior to the date the Corporation provides the registrar and transfer agent for the Shares, which as of the date hereof is Computershare Trust Company of Canada, (the “Transfer Agent”), with written notice that that the Registration Statement has been filed with and declared effective by the United States Securities and Exchange Commission (the “Registration Notice”) will bear the following legend:

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY APPLICABLE STATE SECURITIES LAW.  NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF WITHOUT (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE UNITED STATES STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, (B) RECEIPT BY THE CORPORATION OF AN ACCEPTABLE LEGAL OPINION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE CORPORATION OTHERWISE SATISFYING ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.”

provided that at any time subsequent to the date on which the Corporation provides the Transfer Agent with the Registration Notice, any certificate representing such Shares may be exchanged for a certificate bearing no such legend. The Corporation hereby covenants and agrees that it will use its commercially reasonable efforts to deliver or to cause to be delivered a certificate or certificates representing such Shares bearing no such legend within three business days after receipt of the legended certificate or certificates. In addition, the above legend may be removed on any particular certificate representing such Shares if:

(a)in the event that the Shares represented by the certificate are being sold (1) to the Corporation, or (2) in accordance with Rule 144 under the United States Securities Act of 1933, as amended or (3) pursuant to a registration statement filed with and declared effective by the United States Securities and Exchange Commission, the Transfer Agent receives an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, that such legend is no longer required under applicable requirements of the United States Securities Act of 1933, as amended or state securities laws; or

(b)otherwise, the Transfer Agent receives an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation that such legend is no longer required under applicable securities laws of the United States (as defined in Regulation S of the United States Securities Act of 1933).

Upon the criteria set out in clauses 10(2)(a) or (b) above being satisfied as determined by the Transfer Agent, acting reasonably, the Corporation hereby covenants and agrees that it will use its commercially reasonable efforts to deliver or to cause to be delivered a certificate or certificates representing such Shares bearing no such legend within three business days after receipt of the legended certificate or certificates.

11.Language:  The parties hereto acknowledge and confirm that they have requested that this Broker Warrant Certificate as well as all notices and other documents contemplated hereby be drawn up in the English language.  Les parties aux présentes reconnaissent et confirment qu’elles ont exigé que la présente convention ainsi que tous les avis et documents qui s’y rattachent soient rédigés en langue anglaise.

SCHEDULE B

TO:VISTA GOLD CORP.

SUBSCRIPTION FORM

The undersigned hereby exercises                     broker warrants (“Broker Warrants”) of Vista Gold Corp. (the “Corporation”) and the right provided for in such exercised Broker Warrants to receive the common shares (“Common Shares”) of the Corporation issuable pursuant to such Broker Warrants (or such other securities to which such subscription entitles the undersigned in lieu thereof or in addition thereto pursuant to the provisions of the attached broker warrant certificate (the “Broker Warrant Certificate”) dated as of the 23^rd day of September, 2005 issued by the Corporation to the Finder (as defined in the Broker Warrant Certificate)) at the exercise price of U.S.$4.10 per Broker Warrant (or at such other exercise price as may then be in effect under the provisions of the Broker Warrant Certificate) and on and subject to the other terms and conditions specified in the Broker Warrant Certificate and encloses herewith a certified cheque, bank draft or money order in lawful money of the United States of America payable to the Corporation or has transmitted same day funds in lawful money of the United States of America by wire to such account as the Corporation directed the undersigned in payment of the exercise price.

By executing this subscription form the undersigned represents, warrants and certifies as follows:  the undersigned (i) is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the United States Securities Act of 1933, as amended (an “Accredited Investor”)), exercising the Broker Warrants for its own account or the account of an Accredited Investor over which it exercises sole investment discretion, and (ii) has had access to such current public information concerning the Corporation as it considered necessary in connection with its investment decision.

The undersigned hereby directs that the Shares subscribed for be registered and delivered as follows:

Name in Full Address
(include Postal Code) Number of Broker
Warrants Number of
Shares

DATED this            day of                  , 200    .

QUEST SECURITIES CORPORATION

By:

EX-10.2

Exhibit 10.2

GLOBAL RESOURCE INVESTMENTS LTD.

7770 El Camino Real

Carlsbad, California 92009

QUEST SECURITIES CORPORATION

Suite 3110, 77 King Street West, Royal Trust Tower

Toronto, Ontario, M5K 1H1

September 9, 2005

Vista Gold Corp.

Suite 5, 7961 Shaffer Parkway

Littleton, Colorado 80127

Attention:  Mr. Michael B. Richings, President

Re:  Finders’ Fees – Vista Gold Corp. – Private Placement

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.

Each Finder confirms that it has introduced or will use commercially reasonable efforts to introduce potential Investors to the Company as possible funding sources.  In consideration for the Finders’ services in introducing and/or using commercially reasonable efforts to introduce Investors to the Company, the Company has agreed to pay, regardless of which Finder introduces any potential Investor to the Company, the Finders’ Fees to the Finders on any part of the Financing which is ultimately completed by the Company and the Investors.  The terms of the proposed Financing and Finders’ Fees are as follows:

1.Financing.The Financing will be on the terms and conditions as set out in the Term Sheet between the Company and the Finders, dated as of August 25, 2005, a copy of which is attached to this Letter Agreement.

2.Finders’ Fees.   Subject to the receipt of any required regulatory or other approvals, Global and Quest will be paid Finders’ Fees pursuant to this Letter Agreement as set forth below.

(a)Global Fee.  Global will be paid a Finder’s Fee (the “Global Fee”) equal to six percent (6%) of the gross proceeds received by the Company from the sale of the Units.  The Global Fee will be paid to Global in cash at each closing of the Financing.

(b)Quest Fee.  Quest will be paid a Finder’s Fee (the “Quest Fee”), payable in warrants having the same terms as the Warrants issued in the Financing, equivalent in number to ten percent (10%) of the number of Units issued in the Financing.  The Quest Fee will be paid to Quest in such warrants at each closing of the Financing.

3.Closing.  Neither Finder has any obligations or responsibilities in respect of the Financing and the completion of the Financing is the responsibility of the Company and the Investors.  However, each Finder agrees to use its reasonable best efforts to assist the Company and the Investors with administrative matters related to Closing, including exchange and delivery of documents and subscription funds at each Closing of the Financing.

4.No Agency.  The Company acknowledges, as to each Finder, that:

(a)the Finder is not and has not acted as its agent in respect of the Financing, and the Finder’s Fee is paid as consideration only for the Finder’s services in introducing the Investors to the Company and/or using its commercially reasonable efforts to introduce Investors to the Company;

(b)the Finder will be paid the Finder’s Fee by the Company upon the closing of the Financing or a portion thereof; and

(c)the Finder’s Fee is payable to the Finder irrespective of any other commissions or fees which the Company may pay to any broker or other third party in respect of the Financing and irrespective of whether such Finder introduced one or more Investors to the Company, it being acknowledged and agreed that the Finders’ Fees shall be payable by the Company to the Finders in respect of all of the Investors regardless of which Finder introduced any potential Investor to the Company.

5.Indemnity.  The Company agrees to indemnify each Finder in respect of the Financing, on the terms and conditions as set out in the form of Indemnity attached to this Letter Agreement, and agrees to deliver to the Finders a duly executed Indemnity concurrently with signing of this Letter Agreement.

6.Governing Law.  This Letter Agreement and the payment of the Finders’ Fees shall be governed by, at the election of the Finders in their sole discretion, the laws of the Province of Ontario, Canada or the State of California.

7.Agreement.This Letter Agreement, including the attached Term Sheet and Indemnity, represents the entire agreement between the parties and supersedes any and all prior agreements and understandings, whether written or oral, between the parties.  This Letter Agreement may not be amended or otherwise modified except by an instrument in writing signed by all parties hereto.

If the foregoing accurately sets out your understanding of our agreement, please sign the acknowledgement below and return a signed copy of this letter at your earliest convenience, by fax, to each of Global (fax no. (760) 943-3940) and Quest (fax no. (416) 367-4624).

Yours truly,

GLOBAL RESOURCE INVESTMENTS LTD.		QUEST SECURITIES CORPORATION
Per:	/s/ Jeffrey Howard	Per:	/s/ Robert Pollock
Jeffrey Howard, Chief Executive Officer		Robert Pollock, Senior Vice President

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The foregoing terms are hereby acknowledged and agreed to,

this 9th day of September, 2005.

VISTA GOLD CORP.
Per:	/s/ Gregory G. Marlier
Gregory G. Marlier, Chief Financial Officer

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Term Sheet dated as of August 25, 2005 (Attachment to Finders’ Fee Agreement dated as of September 9, 2005)

TERM SHEET

For private placement of units of Vista Gold Corp.

The transactions contemplated by this term sheet are subject to receipt of all required regulatory approvals, compliance with all required regulatory requirements and subject to negotiation of a mutually satisfactory form of subscription agreement and finder’s fee agreement.   All amounts are expressed in U.S. $’s.

Finders

Global Resource Investments Ltd. (“Global”) and Quest Securities Corp.  (“Quest”).

Proceeds

Maximum allowable without shareholder approval (see attached spreadsheet).

Placees

All placees will be at arm’s length to and will not be “insiders” of Vista Gold Corp. (the “Corporation”).

Structure

The Corporation will issue up to 2,168,812 units (“Units”), each priced at $3.60.  Each Unit will consist of one common share and one warrant.  The exercise price for each warrant (the “Exercise Price”) will be $4.10.  The warrants will be exercisable for a period of two years from the date of issue, subject to the Warrant Trigger (defined below).

Warrant Trigger

If at anytime after the date that is six months after the date a registration statement for the securities issued pursuant to this private placement is declared effective the closing trading price of the common shares of the Corporation on the American Stock Exchange is $5.40 or more for a period of 20 consecutive trading days (such event the “Warrant Trigger”), the Corporation will have the option for a period of 15 business days after the end of such period to request that the warrants be exercised within 15 business days of the date the Corporation provides notice that the Warrant Trigger has occurred.  If the warrants are not exercised within 15 business days following this notice, the warrants will expire.

Closing Date

As soon as practicable.

Registration

The Corporation will make all reasonable commercial efforts to ensure that the securities to be issued pursuant to this private placement are registered with the SEC and have such registration statement declared effective by the SEC within six months from the closing date.

Finder’s fees

Global and Quest will be acting only as finders, not as agents, and accordingly there will be no agency agreement.  The Corporation will pay Global a finder’s fee equal to 6% of the gross proceeds raised, such fee to be payable in cash, and will pay Quest a finder’s fee equal to 10% of the units to be payable in broker warrants with the same terms as those issued to placees.  The Corporation will pay reasonable legal fees of the finders, such fees not to exceed $25,000.

Dated as of August 25, 2005.

Global Resource Investments Ltd.	Quest Securities Corp.	Vista Gold Corp.
/s/ Arthur Richards Rule	/s/ Robert Pollock	/s/ Gregory G. Marlier
Signature	Signature	Signature
President, Rule Investments, Inc.,
General Partner	Senior Vice President	Chief Financial Officer
Title	Title	Title

EX-10.3

Exhibit 10.3

INDEMNITY

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:

1.The Company hereby covenants and agrees to indemnify and hold harmless the Finders, each of the associates and affiliates of each of them and the respective directors, officers, employees,  shareholders, partners, advisors and agents of each of the Finders and each other person, if any, controlling each of the Finders or any of its affiliates (collectively including the Finders, the “Indemnified Parties” and individually, an “Indemnified Party”), to the full extent lawful, from and against any and all expenses, losses, fines, penalties, claims, actions, damages and liabilities, joint or several, (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and the reasonable fees and expenses of their counsel that may be incurred in advising and defending any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party but not including any amount for loss of profits) to which any Indemnified Party may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, fines, penalties, claims, actions, damages or liabilities relate to, are caused by, result from, arise out of or are based upon, directly or indirectly, the performance of services rendered by any Finder under the Agreement, or otherwise in connection with the Financing (as defined in the Agreement).

2.Notwithstanding the foregoing, this indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that such expenses, losses, fines, penalties, claims, actions, damages or liabilities to which the Indemnified Party may be subject were directly caused by the gross negligence, bad faith or wilful misconduct of the Indemnified Party.

3.If for any reason (other than determinations as to any of the events referred to in paragraph 2 of this indemnity) the foregoing indemnification is unavailable, in whole or in part, to any Indemnified Party or is insufficient to hold any Indemnified Party harmless, the Company will jointly and severally contribute to the aggregate amount paid or payable by the Indemnified Party as a result of such expense, loss, fine, penalty, claim, action, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and such Finder or any other Indemnified Party on the other hand, but also the relative fault of the Company, such Finder or any other Indemnified Party as well as any relevant equitable considerations; provided that the Company will in any event contribute to the amount or amounts paid or payable by such Finder or any other Indemnified Party as a result of any such expense, loss, fine, penalty, claim, action, damage or liability (except for any such expense, loss, fine, penalty, claim, action, damage or liability which is determined by a court of competent jurisdiction to have been caused directly by the gross negligence, bad faith or wilful misconduct of the Indemnified Party), the portion of such amount or of the aggregate of such amount that is in excess of the amount of the fees received by such Finder under the Agreement.

4.The Company agrees that if: (a) any legal proceeding is brought against the Company or any Finder or any other Indemnified Party by any person or entity, including without limitation any governmental commission or regulatory authority, or (b) any stock exchange or other entity having regulatory authority, either domestic or foreign, investigates the Company or any Finder

or any other Indemnified Party, and such Finder or such other Indemnified Party is required to testify in connection therewith or is required to respond to procedures designed to discover information regarding, in connection with, or by reason of the Agreement, the engagement of such Finder thereunder or the performance of services rendered by such Finder thereunder, the Finder or such other Indemnified Party will have the right to employ its own counsel in connection therewith, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse such Finder for time spent by its, or any of its affiliates, directors, officers, employees, shareholders, partners, advisors or agents (collectively, “Personnel”) in connection therewith) and out-of-pocket expenses incurred by its Personnel in connection therewith will be paid by the Company as they occur.

5.Promptly after receiving notice of an action, suit, proceeding or claim against any Finder or any other Indemnified Party or receipt of notice of the commencement of any investigation which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Company, such Finder will (as to itself or its affiliated Indemnified Party) notify the Company in writing of the particulars thereof, will provide copies of all relevant documentation to the Company and, unless the Company assumes the defence thereof, will keep the Company advised of the progress thereof and will discuss all significant actions proposed. The omission to so notify the Company will not relieve the Company of any liability which it may have to such Finder or any other Indemnified Party except only to the extent that any such delay in or failure to give notice prejudices the defence of such action, suit, proceeding, claim or investigation or results in any material increase in the liability which the Company would otherwise have under this indemnity had such Finder or such other Indemnified Party not so delayed in or failed to give the notice required.

6.The Company will be entitled, at its own expense, to participate in and, to the extent it may wish to do so, assume the defence thereof, provided such defence is conducted by experienced and competent counsel.  Upon the Company notifying such Finder or other Indemnified Party in writing of their election to assume the defence and retaining counsel, the Company will not be liable to such Finder or other Indemnified Party for any legal expenses subsequently incurred by them in connection with such defence. If such defence is assumed by the Company, it throughout the course thereof will provide copies of all relevant documentation to such Finder, will keep such Finder advised of the progress thereof and will discuss with such Finder all significant actions proposed.

7.Notwithstanding the foregoing paragraph, any Indemnified Party will have the right, at the joint and several expense of the Company, to employ counsel of such Indemnified Party’s choice in respect of the defence of any action, suit, proceeding, claim or investigation if: (i) the employment of such counsel has been authorized by the Company; or (ii) the Company has not assumed the defence and employed counsel within a reasonable time after receiving notice of such action, suit, proceeding, claim or investigation; or (iii) counsel retained by the Company or the Indemnified Party has advised the Indemnified Party that representation of the parties by the same counsel would be inappropriate because there may be legal defences available to the Indemnified Party which are different from or in addition to those available to the Company (in which event and to that extent, the Company will not have the right to assume or direct the defence on the Indemnified Party’s behalf) or that there is a conflict of interest between the Company and the Indemnified Party (in which event the Company will not have the right to assume or direct the defence on the Indemnified Party’s behalf).

8.No admission of liability and no settlement of any action, suit, proceeding, claim or investigation shall be made without the consent of the Indemnified Parties affected, such consent not to be unreasonably withheld. No admission of liability shall be made and the Company will not be

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liable for any settlement of any action, suit, proceeding, claim or investigation made without their consent, such consent not to be unreasonably withheld.

9.The Company hereby acknowledges that the Finders act as trustees for other Indemnified Parties of the covenants of the Company under this indemnity with respect to such persons and each Finder agrees to accept such trust and to hold and enforce such covenants on behalf of such persons.

10.The Company agrees to waive any right they may have of first requiring any Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other person before claiming under this indemnity. The indemnity and contribution obligations of the Company hereunder will be in addition to, but not in duplication of, any liability which the Company may otherwise have, shall extend upon the same terms and conditions to the Indemnified Parties and shall be binding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Finders and any other Indemnified Party. The foregoing provisions shall survive the completion of professional services rendered under the Agreement or any termination of the authorization given by the Agreement, and shall continue for a period of three years after the date of the last of such events to occur.

11.Any paragraph, subparagraph or other provision of this indemnity which is or becomes illegal, invalid or unenforceable shall be severed from this indemnity and be ineffective to the extent of such illegality, invalidity or unenforceability and shall not affect or impair the remaining provisions hereof.

12.This indemnity shall be governed by, at the election of the Finders in their sole discretion, the laws of the Province of Ontario, Canada or the State of California.

DATED at Littleton, Colorado, as of the 9th day of September, 2005.

VISTA GOLD CORP.

/s/ Gregory G. Marlier

Authorized Signatory

Gregory G. Marlier, Chief Financial Officer

GLOBAL RESOURCE INVESTMENTS LTD.

/s/ Jeffrey Howard

Authorized Signatory

Jeffrey Howard, Chief Executive Officer

QUEST SECURITIES CORPORATION

/s/ Robert Pollock

Authorized Signatory

Robert Pollock, Senior Vice President

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EX-10.4

Exhibit 10.4

SUBSCRIPTION AGREEMENT

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.
7770 El Camino Real

Carlsbad, CA 92009

Attention:  Gretchen CarterFax:  (760) 943-3940

Phone:  (760) 943-3939

Issuer: Vista Gold Corp.	Issue:	Units, each unit consisting of one Share (as defined below) and one Warrant (as defined below)
Price per Unit: U.S.$3.60	Total Subscription Price: U.S.$
Number of Units:

Name and Address of Purchaser:
Name:	Address:
		(Street Address)
		(City and State/Province or Country)
		(Zip Code/Postal Code)
Alternate Registration Instructions for Certificates:  If other than in the name of the Purchaser:
Name:	Address:
		(Street Address)
		(City and State/Province or Country)
		(Zip Code/Postal Code)

Delivery Instructions:  The name and address (including contact name and telephone number) of the person to whom the certificates representing the Shares and Warrants are to be delivered, if other than the Purchaser:

Name:	Address:
		(Street Address)
		(City and State/Province or Country)
		(Zip Code/Postal Code)

Number and type of securities of Vista Gold Corp. presently held directly and indirectly:

Type of Security	Number
Common shares
Convertible security (including warrants)

TO:VISTA GOLD CORP.

1.Subscription.  The undersigned (the “Purchaser”) hereby tenders to Vista Gold Corp. (the “Corporation”) this subscription offer which, upon acceptance by the Corporation, will constitute an agreement (the “Subscription Agreement”) of the Purchaser with the Corporation to purchase from the Corporation and, on the part of the Corporation, to sell to the Purchaser, the Units (as defined below) set out on the cover page hereof (the “Purchaser’s Units”) at the price of U.S.$3.60 per Unit (the “Purchase Price”), all on the terms and subject to the conditions set forth in this Subscription Agreement.  Each Unit will consist of one Share (as defined below) and one Warrant (as defined below).

2.Acknowledgement.  The Purchaser acknowledges that the Purchaser’s Units will be issued in connection with the creation and issuance of an aggregate of up to 2,168,812 Units for an aggregate subscription price of up to U.S.$7,807,723.20 to be sold by the Corporation by private placement (the “Offering”) and that the Corporation has agreed to pay Global Resource Investments Ltd. a finder’s fee, payable in cash, equal to 6% of the gross proceeds received by the Corporation in connection with the Offering and pay Quest Securities Corporation (together with Global Resource Investments Ltd., the “Finders”) a finder’s fee, payable in broker’s warrants, equal to 10% of the number of Units issued as part of the Offering, as consideration for the Finders introducing the Purchaser and other Purchasers to the Corporation.  The Purchaser acknowledges that the Finders and its related entities and their respective officers and directors, directly or indirectly, hold Shares or securities convertible into or exercisable for Shares of the Corporation.  In addition, the Purchaser acknowledges that the definitive terms and conditions and form of the Warrants will be set forth in the Warrant Indenture (as defined below).

3.Definitions.  In this Subscription Agreement, unless the context otherwise requires:

(a)“1933 Act” means the Securities Act of 1933, as amended, of the United States;

(b)“1934 Act” means the Securities Exchange Act of 1934, as amended, of the United States;

(c)“affiliate”, “associate”, “distribution” and “insider” have the respective meanings ascribed to them in the Securities Act (British Columbia);

(d)“Closing” means the completion of the issue and sale by the Corporation, and the purchase by the Purchasers, of the Units;

(e)“Closing Date” means September 23, 2005 or such other date as the Corporation and the Finders may agree but in any event, such date shall be no later than October 7, 2005 without approval from the Toronto Stock Exchange;

(f)“Closing Time” means 9:00 a.m. (Vancouver time) on the Closing Date or such other time as the Corporation and the Finders may agree;

(g)“Exchanges” means the Toronto Stock Exchange and the American Stock Exchange;

(h)“Financial Statements” means the audited annual financial statements of the Corporation as at and for the year ended December 31, 2004 and the unaudited financial statements of the Corporation as at and for the six month period ended June 30, 2005;

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(i)“International Jurisdiction” means a country other than Canada or the United States;

(j)“International Securities Laws” means any securities laws having application to the Purchaser and the purchase by the Purchaser of the Purchaser’s Units other than the laws of Canada or the United States, and all regulatory notices, orders, regulations, policies and other instruments incidental thereto;

(k)“MI 45-102” means Canadian Multilateral Instrument 45-102 Resale of Securities;

(l)“Public Record” means the prospectuses, annual reports, quarterly reports, current reports, annual information forms, offering memoranda, proxy statements, material change reports, press releases and technical reports filed by or on behalf of the Corporation with the Exchanges, any applicable Canadian securities regulatory authority and the SEC during the 12 months preceding the date hereof;

(m)“Purchasers” means all purchasers of the Units, including the Purchaser hereunder;

(n)“Registration Statement” means a registration statement under the 1933 Act relating to the Shares and the Warrant Shares;

(o)“Regulation S” means Regulation S under the 1933 Act;

(p)“Reporting Provinces” means the Provinces of British Columbia and Ontario;

(q)“SEC” means the United States Securities and Exchange Commission;

(r)“Securities” means collectively, the Units, the Shares, the Warrants and the Warrant Shares;

(s)“Shares” means common shares without par value in the capital of the Corporation;

(t)“Trustee” means Computershare Trust Company of Canada;

(u)“Underlying Securities” means collectively, the Shares, the Warrants and the Warrant Shares;

(v)“Unit” means one Share and one Warrant;

(w)“United States” means the United States as that term is defined in Regulation S;

(x)“U.S. Person” means a U.S. person as that term is defined in Regulation S;

(y)“Warrant Indenture” means the indenture to be dated as of the Closing Date, and to be entered into between the Corporation and the Trustee pursuant to which the Warrants will be issued;

(z)“Warrant Shares” means the Shares issuable upon exercise of the Warrants in accordance with their terms; and

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(aa)“Warrants” means the common share purchase warrants of the Corporation comprising part of the Units to be issued by the Corporation hereunder and having the characteristics described in section 4 below.

4.Warrant Indenture.  The Warrants will be represented and governed by the Warrant Indenture.  The Warrant Indenture will contain provisions to the following effect:

(a)Right to Shares - Each whole Warrant will be exercisable to acquire, subject to adjustment as set out in the Warrant Indenture, one Warrant Share at any time from the Closing Date until 4:30 p.m. (Vancouver time) on the day which is 24 months after the Closing Date at the price of U.S.$4.10 per Warrant Share (in this Section 4, the “Exercise Price”), subject to the Warrant Trigger (as defined below).

If at any time after the date that is six months after the date that the Registration Statement is declared effective by the SEC, the closing trading price of the Shares on the American Stock Exchange is U.S.$5.40 or greater for a period of 20 consecutive trading days (in this Section 4, such event the “Warrant Trigger”), the Corporation will have the option for a period of 15 business days after the end of such period to request that the Warrants be exercised within 15 business days of the date the Corporation provides notice that the Warrant Trigger has occurred.  If the Warrants are not exercised within 15 business days following this notice, the Warrants will expire.

(b)Adjustment Provisions - The number of Warrant Shares issuable on the exercise of a Warrant and the Exercise Price will be subject to adjustment in certain events, including the subdivision, consolidation, change or reclassification of Shares, the issue of the Shares by way of stock dividends other than dividends paid in the ordinary course, and the distribution to all or substantially all the holders of the Shares of rights entitling them to subscribe for or purchase Shares at a price that is less than 95% of the then current market price of the Shares.

(c)Amendment of Warrant Indenture - The Corporation and the Trustee may amend or correct the Warrant Indenture or any supplemental indenture or the rights of the holders of the Warrants in certain ways which, in general, do not affect the substance thereof or do not prejudice the holders of Warrants.  Otherwise, the Corporation and the Trustee may only amend the Warrant Indenture or any supplemental indenture or the rights of the holders of the Warrants with approval of the holders of the Warrants given by resolution passed at a meeting at which a quorum is present pursuant to the terms of the Warrant Indenture by the affirmative votes of holders of 66.67% of the Warrants voted at the meeting or consented to in writing by the holders of 66.67% of the Warrants then outstanding.

(d)Dividends - Warrants that are exercised will not be entitled to any cash or stock dividends or any other distributions paid or declared but unpaid on the Shares during the period from the Closing Date to the time of such exercise.

(e)Other Provisions - The provisions of the Warrant Indenture and the attributes and characteristics of the Warrants represented thereby will be substantially as described herein.

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5.Delivery and Payment.  The Purchaser agrees that the following shall be delivered to the Finders, care of Global Resource Investments Ltd. at the address and by the date and time set out on the cover page hereof, or such other place, date or time as the Finders may advise:

(a)a completed and duly signed copy of this Subscription Agreement;

(b)a completed and duly signed copy of the Confirmation of Status as U.S. “Accredited Investor” attached hereto as Schedule ”A”;

(c)if the Purchaser is a resident of any Canadian jurisdiction, a completed and duly signed copy of the Confirmation of Status as Canadian “Accredited Investor” attached hereto as Schedule ”B”;

(d)all other documentation as may be required by applicable securities laws; and

(e)a wire transfer in United States currency made payable to the Corporationin accordance with the instructions provided by the Finders, representing the aggregate Purchase Price for the Purchaser’s Units, or such other method of payment against delivery of the Units as the Corporation may accept.

The Purchaser acknowledges and agrees that such undertakings, questionnaires and other documents, when executed and delivered by the Purchaser, will form part of and will be incorporated into this Subscription Agreement with the same effect as if each constituted a representation and warranty or covenant of the Purchaser hereunder in favour of the Corporation.  The Purchaser consents to the filing of such undertakings, questionnaires and other documents and personal information as may be required to be filed with any stock exchange or securities regulatory authority in connection with the transactions contemplated hereby.

6.Closing.  The transactions contemplated hereby will be completed at the Closing at the offices of Borden Ladner Gervais LLP in Vancouver, British Columbia, Canada or at such other location as determined by the Corporation.  The Purchaser acknowledges that the Purchaser’s Units will be available for delivery to it at the Closing against payment of the amount of the aggregate Purchase Price for the Purchaser’s Units.

7.Representations and Warranties of the Corporation.  By accepting this offer, the Corporation represents and warrants to the Purchaser as follows:

(a)the Corporation has been duly incorporated and is validly subsisting and in good standing under the Business Corporations Act (Yukon Territory), and has all requisite corporate power and capacity to enter into and carry out its obligations under this Subscription Agreement;

(b)on the Closing Date, the Corporation will have taken all corporate steps and proceedings necessary to approve the transactions contemplated hereby, including the execution and delivery of this Subscription Agreement;

(c)the outstanding Shares are listed and posted for trading on the Exchanges;

(d)no order ceasing or suspending trading in the securities of the Corporation nor prohibiting the sale of such securities has been issued to the Corporation or its directors,

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officers or promoters and, to the best of the knowledge of the Corporation, no investigations or proceedings for such purposes are pending or threatened;

(e)prior to the Closing Date, the Corporation will have obtained all required approvals from the Exchanges in order to permit the completion of the transactions contemplated hereby;

(f)the Corporation is a reporting issuer in good standing under the securities laws of the Reporting Provinces and is a reporting company under the 1934 Act, and no material change relating to the Corporation has occurred with respect to which the requisite material change report has not been filed under any applicable securities laws in the Reporting Provinces and no such disclosure has been made on a confidential basis;

(g)the Corporation has full corporate power and authority to undertake the Offering, to issue the Securities, and at the Closing Time, the Shares and the Warrants will be duly and validly created, authorized and issued, and all Warrant Shares issuable upon exercise of the Warrants will be duly and validly authorized, allotted and reserved for issuance upon exercise of the Warrants and will, upon exercise of the Warrants be issued as fully-paid and non-assessable Shares;

(h)the Corporation and its subsidiaries are the beneficial owners of or have the right to acquire the interests in the properties, business and assets referred to in the Public Record, and any and all agreements pursuant to which the Corporation or its subsidiaries holds or will hold any such interests in properties, business or assets are in good standing in all material respects according to their terms, and the properties are in good standing in all material respects under the applicable statutes and regulations of the jurisdictions in which they are situated;

(i)the Public Record is in all material respects accurate and omits no facts, the omission of which makes the Public Record or any particulars therein, misleading or incorrect;

(j)except as disclosed in the Public Record, no actions, suits, inquiries or proceedings are pending or, to the knowledge of the Corporation, are contemplated or threatened to which the Corporation or its subsidiaries is a party or to which the property of the Corporation or its subsidiaries is subject that would result individually or in the aggregate in any material adverse change in the operations, business or condition (financial or otherwise) of the Corporation or its subsidiaries;

(k)the Financial Statements present fairly, in all material respects, the financial position of the Corporation and its subsidiaries on a consolidated basis as at the dates set out therein and the results of their operations and the changes in their financial position for the periods then ended, in accordance with Canadian generally accepted accounting principles;

(l)except as disclosed in the Public Record, there has not been any material change in the assets, liabilities or obligations (absolute, accrued, contingent or otherwise) of the Corporation or its subsidiaries, as set forth in the Financial Statements, and there has not been any material adverse change in the business, operations or condition (financial or otherwise) or results of the operations of the Corporation or its subsidiaries, since June 30, 2005 and since that date there have been no material facts, transactions, events

5

or occurrences which could materially adversely affect the business of the Corporation or its subsidiaries;

(m)the Corporation and its subsidiaries have conducted and are conducting their businesses in material compliance with all applicable laws, by-laws, rules and regulations of each jurisdiction in which their businesses are carried on and hold all licences, registrations, permits, consents or qualifications (whether governmental, regulatory or otherwise) required in order to enable their businesses to be carried on as now conducted or as proposed to be conducted, and all such licences, registrations, permits, consents and qualifications are valid and subsisting and in good standing and neither the Corporation nor its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such license, registration, permit, consent or qualification which, if the subject of an unfavourable decision, ruling or finding, would materially adversely affect the conduct of the business, operations, condition (financial or otherwise) or income of the Corporation or its subsidiaries;

(n)the Corporation has taken or will take all steps as may be necessary for it to comply with the requirements of the applicable securities laws of the Reporting Provinces, the United States and such other jurisdictions in which the Units are sold, and the Corporation is entitled to avail itself of the applicable prospectus and registration exemptions available under the applicable securities laws of the Reporting Provinces and the United States in respect of the offer and sale of the Units; and

(o)the Corporation has filed all documents that it is required to file under the continuous disclosure provisions of applicable securities laws in Canada and the United States, including annual and interim financial information and annual reports, press releases disclosing material changes and material change reports, and all periodic reports  required by Section 13(a) of the 1934 Act and the rules and regulations thereunder.

8.Covenants of the Corporation.  The Corporation covenants and agrees with the Purchaser as follows:

(a)the Corporation will use commercially reasonable efforts to have the Registration Statement declared effective by the SEC within six months from the Closing Date, provided that the Corporation will in no way be liable or responsible to the Purchaser if notwithstanding such efforts such declaration does not occur within the foregoing time period or at all;

(b)the Corporation will comply with all filing and other disclosure requirements under all applicable securities laws;

(c)the Corporation will use commercially reasonable efforts to maintain the listing of the Shares on the Exchanges until the expiry date of the Warrants and for a period of 12 months thereafter; and

(d)the Corporation will use commercially reasonable efforts to maintain its status as a reporting issuer under applicable securities legislation in the Reporting Provinces and as a reporting company with the SEC, from the date hereof until the expiry date of the Warrants and for a period of 12 months thereafter.

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9.Conditions for the Benefit of the Purchaser.  The obligations of the Purchaser to complete the purchase of the Purchaser’s Units as contemplated hereby shall be conditional upon the fulfilment at or before the Closing Time, for the exclusive benefit of the Purchaser, of each of the following conditions:

(a)the representations and warranties of the Corporation will be true and correct in all material respects as at the Closing Date with the same force and effect as if such representations and warranties had been made at and as of the Closing Date;

(b)the Corporation will have, in all material respects, performed and complied with all covenants and agreements contained in this Subscription Agreement to be performed or complied with, or caused to be performed or complied with, by the Corporation at or prior to the Closing;

(c)all necessary corporate action will have been taken by the Corporation to authorize the execution and delivery of this Subscription Agreement, and to consummate the transactions contemplated by this Subscription Agreement; and

(d)the Purchaser shall have received an opinion of legal counsel to the Corporation addressing matters related to this Subscription Agreement and the transactions contemplated thereby, in such form as is acceptable to the Finders or their counsel acting reasonably.

10.Conditions for the Benefit of the Corporation.  The acceptance of this offer and the obligation of the Corporation to complete the issue and sale of the Purchaser’s Units as contemplated hereby shall be conditional upon the fulfilment at or before the Closing Time, for the exclusive benefit of the Corporation, of each of the following conditions:

(a)the representations and warranties of the Purchaser will be true and correct in all material respects as at the Closing Date with the same force and effect as if such representations and warranties had been made at and as of the Closing Date;

(b)the Purchaser will have, in all material respects, performed and complied with all covenants and agreements contained in this Subscription Agreement to be performed or complied with, or caused to be performed or complied with, by the Purchaser at or prior to the Closing; and

(c)all necessary corporate action, if any, will have been taken by the Purchaser to authorize the execution and delivery of this Subscription Agreement and to consummate the transactions contemplated by this Subscription Agreement.

11.Acceptance or Rejection.  The Corporation will have the right to accept or reject this offer at any time at or prior to the Closing Time.  The Purchaser acknowledges and agrees that the acceptance of this offer will be conditional upon the sale of the Purchaser’s Units to the Purchaser being exempt from any prospectus or offering memorandum requirements of all applicable securities laws.  The Corporation will be deemed to have accepted this offer upon the Corporation’s execution of the acceptance form at the end of this Subscription Agreement and the delivery at the Closing of the certificates representing Shares and Warrants to, or upon the direction of, the Purchaser.

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12.Appointment of Finders.  The Purchaser (and if applicable, any others for whom the Purchaser is contracting hereunder) hereby irrevocably authorizes the Finders or the Finders’ representative:

(a)to complete and correct any information contained in this Subscription Agreement, and any other document prepared by the Purchaser in connection with the Offering, which may require completion or correction;

(b)to negotiate and settle the form of the Warrant Indenture and any other agreement entered into or to be entered into in connection with this transaction;

(c)to negotiate and waive, in whole or in part, or extend the time for compliance with, any of the Corporation’s representations, warranties or covenants, or any of the closing conditions, given or made by the Corporation for the benefit of the Purchaser, all in such manner and on such terms and conditions as the Finders may determine, acting reasonably, without in any way affecting the Purchaser’s obligations or the obligations of such others hereunder;

(d)to accept delivery of documents and securities at the Closing on behalf of the Purchaser and to execute and deliver receipts therefor; and

(e)to terminate this Subscription Agreement on behalf of the Purchaser in the event that any condition precedent to the Closing has not been satisfied by the date set therefor.

Although the Finders may have introduced the Purchaser to the Corporation, the Purchaser acknowledges and agrees with, and for the benefit of, the Finders, such acknowledgments and agreements to survive the Closing, that:

(a)the Finders and their respective directors, officers, employees, agents and representatives have no responsibility or liability of any nature whatsoever for the accuracy, adequacy or completeness of any Public Record or other publicly available information concerning the Corporation, or as to whether all information concerning the Corporation that is required to be publicly disclosed by it has been generally disclosed;

(b)the Finders have not conducted any due diligence or otherwise engaged in any independent verification or investigation with respect to the information contained in the Public Record or any other information regarding the Corporation, whether public or private, including the representations and warranties of the Corporation herein;

(c)the Purchaser (or if applicable, any others for whom the Purchaser is contracting hereunder) has not received or been provided with a prospectus, offering memorandum (within the meaning of the securities laws of the Reporting Provinces, the United States and such other jurisdictions in which the Units are being offered for sale) or similar document and that the Purchaser’s decision, or, if applicable, the decision of others for whom the Purchaser is contracting hereunder, to enter into this Subscription Agreement and to purchase the Units from the Corporation is based entirely upon the Public Record, and not upon any other verbal or written representation as to fact or otherwise made by or on behalf of the Finders;

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(d)legal counsel retained by the Finders are acting as counsel to the Finders and not as counsel to the Purchaser, and the Purchaser may not rely upon such counsel in any respect and the Purchaser should obtain independent legal advice with respect to the investment in the Units; and

(e)the Finders are entitled to rely on the respective representations, statements, covenants and answers of the Purchaser and the Corporation contained in this Subscription Agreement, and that the Purchaser will hold harmless the Finders and the Corporation from any loss or damage they may suffer whatsoever as a result of the Purchaser’s failure to accurately complete any of the information required to be completed by the Purchaser herein.

13.Purchaser’s Acknowledgements. The Purchaser acknowledges and agrees that as the sale of the Purchaser’s Units will not be qualified by a prospectus, such sale is subject to the condition that the Purchaser (or, if applicable, any others for whom the Purchaser is contracting hereunder) sign and return to the Corporation all relevant documentation required by applicable Canadian and United States securities laws and the rules, regulations and policies of the Exchanges.  The Purchaser acknowledges and agrees that the Corporation may be required to provide to applicable securities regulatory authorities or the Exchanges the identities of the beneficial purchasers of the Units and the identities of all persons having a greater than a 10% beneficial interest in the Purchaser.  Notwithstanding that the Purchaser may be purchasing Units as an agent on behalf of an undisclosed principal, the Purchaser agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Corporation in order to comply with the foregoing or any other applicable laws, rules, regulations or policies.

In addition, the Purchaser acknowledges:

(a)no securities commission or other regulatory authority has reviewed or passed upon the merits of the Securities;

(b)there is no government or other insurance covering the Securities;

(c)there are risks, including those set forth in the Public Record, associated with the purchase of the Securities;

(d)there are restrictions on the Purchaser’s ability to resell the Securities and it is the responsibility of the Purchaser to find out what those restrictions (whether U.S., Canadian or otherwise) are and to comply with them before selling the Securities;

(e)the Corporation has advised the Purchaser that it is relying on an exemption from the requirements under applicable securities laws to provide the Purchaser with a prospectus and to sell the Securities through a person registered to sell securities under the applicable securities laws, and other applicable legislation, and that as a consequence of acquiring these securities pursuant to these exemptions, certain protections, including statutory rights of rescission or damages, will not be available to the Purchaser;

(f)none of the Securities to be issued and delivered to the Purchaser hereunder have been registered under the 1933 Act, and accordingly the Securities are subject to restrictions on transferability and resale and may not be offered, sold, gifted, pledged, hypothecated, transferred, assigned or otherwise disposed of unless registered under the 1933 Act or

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pursuant to an exemption from the registration requirements of the 1933 Act.  The certificates representing the Warrants shall bear the following legend, which legend shall remain on the said certificates until compliance with the terms thereof:

“UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE].

NEITHER THIS CERTIFICATE NOR THE SECURITIES REPRESENTED HEREBY NOR ANY SECURITIES ISSUABLE UPON THE EXERCISE OF SUCH SECURITIES, NOR ANY INTEREST IN OR RIGHTS UNDER SAME, HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE, AND NEITHER THIS CERTIFICATE NOR THE SECURITIES REPRESENTED HEREBY NOR ANY SECURITIES ISSUABLE UPON THE EXERCISE OF SUCH SECURITIES, NOR ANY INTEREST IN OR RIGHTS UNDER SAME, MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF WITHOUT (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE UNITED STATES STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, (B) RECEIPT BY THE CORPORATION OF AN ACCEPTABLE LEGAL OPINION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE CORPORATION OTHERWISE SATISFYING ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION .”,

and the certificates representing the Shares and the Warrant Shares shall bear the following legend, which legend shall remain on the said certificates until compliance with the terms thereof, provided that if Warrant Shares are not issued within four months of the Closing Date the first and second paragraphs of the following legend shall not appear on the certificates representing the Warrant Shares:

“UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE].

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX.

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES

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SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW.  NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF WITHOUT (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE UNITED STATES STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, (B) RECEIPT BY THE CORPORATION OF AN ACCEPTABLE LEGAL OPINION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE CORPORATION OTHERWISE SATISFYING ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.”;

(g)the first trade in any Canadian jurisdiction, with the exception of Quebec, of the Securities acquired by the Purchaser may only be made in accordance with the following rules:

(i)the Corporation is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the trade;

(ii)at least four months have elapsed from the distribution date of the Units;

(iii)the certificates representing the Securities were issued carrying the legend as required in section 2.5(2)3(a) of MI 45-102;

(iv)the trade is not a “control distribution” within the meaning of MI 45-102;

(v)no unusual effort is made to prepare the market or to create a demand for the Securities;

(vi)no extraordinary commission or other consideration is paid in respect of the trade, and

(vii)if the Purchaser is an insider of the Corporation, the Purchaser has no reasonable grounds to believe that the Purchaser is in default of any securities laws.

14.Purchaser’s Representations and Warranties.  The Purchaser represents and warrants to the Corporation, as representations and warranties that are true as of the date of this offer and will be true as of the Closing Date, that:

(a)Authorization and Effectiveness - if the Purchaser is a corporation, the Purchaser is a valid and subsisting corporation, has the necessary corporate capacity and authority to execute and deliver this offer and to observe and perform its covenants and obligations hereunder and has taken all necessary corporate action in respect thereof, or, if the Purchaser is a partnership, syndicate or other form of unincorporated organization, the Purchaser has the necessary legal capacity and authority to execute and deliver this offer and to observe and perform its covenants and obligations hereunder and has obtained all necessary approvals in respect thereof, and, in either case, upon acceptance by the Corporation, this offer will constitute a legal, valid and binding contract of the Purchaser enforceable against the Purchaser in accordance with its terms;

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(b)Residence - the Purchaser is a resident of the jurisdiction referred to under “Name and Address of Purchaser” on the cover page hereof;

(c)Purchasing as Principal - except to the extent contemplated in paragraph (e) below, the Purchaser is purchasing the Purchaser’s Units as principal (as defined in all applicable securities laws) for its own account and not for the benefit of any other person;

(d)Purchasing for Investment Only - except to the extent contemplated in paragraph (e) below, the Purchaser is purchasing the Purchaser’s Units for investment only and not with a view to any resale, distribution or other disposition in violation of Canadian, United States federal or state, or other securities laws;

(e)Purchasing as Agent or Trustee - in the case of the purchase by the Purchaser of the Purchaser’s Units as agent or trustee for any principal, each beneficial purchaser of the Purchaser’s Units for whom the Purchaser is acting, is purchasing its Purchaser’s Units as principal for its own account, and not for the benefit of any other person, for investment only and not with a view to any resale, distribution or other disposition, and the Purchaser has due and proper authority to act as agent or trustee for and on behalf of such beneficial purchaser in connection with the transactions contemplated hereby;

(f)Purchaser Has Benefit of Statutory or Other Exemptions - the Purchaser, and any beneficial purchaser referred to in paragraph (e) above, is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the 1933 Act (and has initialled and executed Schedule ”A” hereto to confirm its representation and warranty regarding the specific category or categories under which it so qualifies), and

(i)if resident in any Canadian jurisdiction, is an “accredited investor” within the meaning of National Instrument 45-106 Registration and Prospectus Exemptions (and has completed and duly signed Schedule ”B” hereto to confirm its representation and warranty regarding the specific category or categories under which it so qualifies), and has not been created, and is not being used, solely to purchase or hold securities as an “accredited investor”, or

(ii)if resident in an International Jurisdiction

(A)is knowledgeable of, or has been independently advised as to, the International Securities Laws, if any, which apply to the Purchaser and the purchase by the Purchaser of the Purchaser’s Units (and the issuance of the Underlying Securities),

(B)is purchasing the Purchaser’s Units pursuant to an exemption from any prospectus, registration or similar requirements under International Securities Laws, or, if such is not applicable, the Purchaser is permitted to purchase the Purchaser’s Units under International Securities Laws without the need to rely on exemptions,

(C)International Securities Laws do not (or will not) require the Corporation to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the International Jurisdiction with respect to the purchase by the Purchaser of the

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Purchaser’s Units (or the issuance to the Purchaser of the Purchaser’s Units or the Underlying Securities), and

(D)the distribution of the Units (and the Underlying Securities) to the Purchaser by the Corporation complies (or will comply) with all International Securities Laws, or

(iii)has status as an exempt purchaser or the equivalent under the securities legislation applicable to it, which status has the effect of eliminating any requirement for a prospectus (or equivalent document) in respect of the purchase of Units by the Purchaser and has provided the Corporation with a copy of the document evidencing or confirming such status, or

(iv)is purchasing pursuant to a statutory, regulatory or other exemption, or an exemption order permitting such purchase, which exemption or order has the effect of eliminating any requirement for a prospectus (or equivalent document) or the involvement of a registrant in respect of the purchase of Units by the Purchaser and has provided the Corporation with a copy of the document evidencing such exemption or exemption order;

(g)Corporation or Unincorporated Organization - if the Purchaser, or any beneficial purchaser referred to in paragraph (e) above, is a corporation or a partnership, syndicate, trust or other form of unincorporated organization andresident in any Canadian jurisdiction, each member thereof is an “accredited investor” within the meaning of National Instrument 45-106 Registration and Prospectus Exemptions;

(h)Absence of Advertising - - the offering and sale of the Purchaser’s Units to the Purchaser were not made or solicited through, and the Purchaser is not aware of, any advertisement of the Units in printed public media, radio, television or telecommunications, including electronic display (such as the Internet), or any other advertisement or general solicitation with respect to the Units including any as contemplated under Rule 502(c) under the 1933 Act;

(i)No Undisclosed Information - the Purchaser’s Units are not being purchased by the Purchaser as a result of any material information concerning the Corporation that has not been publicly disclosed and the Purchaser’s decision to tender this offer and acquire the Purchaser’s Units has not been made as a result of any oral or written representation as to fact or otherwise made by or on behalf of the Corporation, the Finders or any other person and is based entirely upon currently available public information concerning the Corporation;

(j)Opportunity to Ask Questions – the Purchaser, and any beneficial purchaser referred to in paragraph (e) above, has been afforded by the Corporation the opportunity to ask questions and receive answers concerning the terms and conditions of the Offering and verification of the accuracy of the currently available public information concerning the Corporation;

(k)Investment Suitability - - the Purchaser, and any beneficial purchaser referred to in paragraph (e) above, has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of the investment hereunder in the

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Purchaser’s Units (and the Underlying Securities) and is able to bear the economic risk of loss of such investment;

(l)Purchaser at Arm’s Length to Corporation – the Purchaser, and any beneficial purchaser referred to in paragraph (e) above, is not a director or officer of the Corporation or any affiliate or associate thereof, does not beneficially own, directly or indirectly, more than 10% of the Shares of the Corporation or any affiliate or associate thereof, and is otherwise at arm’s length to the Corporation and its affiliates and associates;

(m)Source of Subscription Funds –

(i)to the best of the Purchaser’s knowledge, none of the subscription funds used for the purchase of the Purchaser’s Units (in this Section 14, the “Subscription Funds”) (A) will represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), (B) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada, the United States or any other jurisdiction, or (C) are being tendered on behalf of a person or entity who has not been identified to the Purchaser, and

(ii)the Purchaser shall promptly notify the Corporation if the Purchaser discovers that any of the representations in paragraph (m)(i) above ceases to be true, and to provide the Corporation with appropriate information in connection therewith; and

(n)Compliance with Anti-Money Laundering Legislation – if the Purchaser is a financial institution (including, without limitation, broker-dealers and investment companies such as United States and offshore unregistered hedge funds, funds-of-funds, commodity pools, private equity funds and venture capital funds):

(i)it seeks to comply with all applicable laws concerning money laundering and related activities, including without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 of the United States (popularly known as the “USA Patriot Act”),

(ii)in furtherance of such efforts, to the best of its knowledge based on appropriate diligence and investigation, none of the Subscription Funds has been or will be derived from or related to any activity that is deemed criminal under the laws of Canada or the United States, and

(iii)it will promptly notify the Corporation if the Purchaser discovers that any of the representations in this paragraph (n) ceases to be true, and to provide the Corporation with appropriate information in connection therewith.

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The Purchaser acknowledges and agrees that the foregoing representations and warranties are made by it with the intention that they may be relied upon in determining its eligibility or (if applicable) the eligibility of others on whose behalf it is contracting hereunder to purchase the Purchaser’s Units under relevant securities legislation.  The Purchaser further agrees that by accepting delivery of the Purchaser’s Units on the Closing Date, it will be representing and warranting that the foregoing representations and warranties are true and correct as at the Closing Date with the same force and effect as if they had been made by the Purchaser at the time of the Closing and that they will survive the purchase by the Purchaser of the Purchaser’s Units and will continue in full force and effect notwithstanding any subsequent disposition by the Purchaser of the Purchaser’s Units.

15.No Investigation by Finders.  The Purchaser acknowledges and agrees that the Finders assume no responsibility or liability of any nature whatsoever for the accuracy, adequacy or completeness of any publicly available information concerning the Corporation or as to whether all information concerning the Corporation required to be disclosed by the Corporation has been generally disclosed.  The Purchaser further acknowledges and agrees that the Finders have not engaged in or conducted any independent investigation with respect to the Corporation or any such information.

16.Resale Restrictions.  The Purchaser understands and acknowledges that the Purchaser’s Units and Underlying Securities will be subject to certain resale restrictions under applicable securities laws and the Purchaser agrees to comply with such restrictions.  The Purchaser also acknowledges that it has been advised to consult its own legal advisors with respect to applicable resale restrictions and that it is solely responsible (and neither the Corporation nor the Finders are in any manner responsible) for complying with such restrictions.  Without limiting the foregoing, in particular, the Purchaser (or if applicable, any others for whom the Purchaser is contracting hereunder) acknowledges that the Purchaser has been independently advised as to or is aware of the restrictions with respect to trading in, and the restricted period or statutory hold period applicable to, the Shares, the Warrants and the Warrant Shares imposed by the securities laws of the jurisdiction in which the Purchaser resides or to which the Purchaser is subject and by the rules, regulations and policies of the Exchanges, that a suitable legend or legends will be placed on the certificates representing the Shares, the Warrants and, if necessary, the Warrant Shares to reflect the applicable restricted period and statutory hold period to which the Shares, the Warrants and, if applicable, the Warrant Shares are subject, and that the Purchaser is hereby advised that during such period, as applicable, such securities cannot be traded through the facilities of the Exchanges as such securities are not freely transferable and consequently delivery of the certificate representing such securities will not constitute “good delivery” in settlement of transactions on either Exchange and that the Exchanges will deem the Purchaser to be responsible for any loss incurred on a sale made by the Purchaser in such securities.

17.No Revocation.  The Purchaser agrees that this offer is made for valuable consideration and may not be withdrawn, cancelled, terminated or revoked by the Purchaser.

18.Indemnity.  The Purchaser agrees to indemnify and hold harmless the Corporation and the Finders and their directors, officers, employees, agents, advisers and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, law suit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Purchaser contained herein or in any document furnished by the Purchaser to the Corporation or the Finders in connection herewith being untrue in any material respect or any breach or failure by the Purchaser to comply with any covenant or agreement made by the Purchaser herein or in any document furnished by the Purchaser to the Corporation or the Finders in connection herewith.

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19.Collection of Personal Information.  The Purchaser acknowledges and consents to the fact that the Corporation is collecting the Purchaser’s personal information (as that term is defined under applicable privacy legislation, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar, replacement or supplemental provincial, federal or state legislation or laws in effect in Canada or the United States from time to time), (or if applicable, any others for whom the Purchaser is contracting hereunder) for the purposes of fulfilling the transactions contemplated hereby.  The Purchaser further acknowledges and consents to the fact that the Corporation may be required by law to provide securities regulatory authorities or other regulatory agencies pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) with any such personal information.  The Purchaser, and if applicable, any others for whom the Purchaser is contracting hereunder acknowledges and consents to the Corporation and the Finders retaining such personal information for as long as permitted or required by law or business practices.  The Purchaser and, if applicable, any others for whom it is contracting hereunder, further acknowledges and consents to the fact that the Corporation or the Finders may be required by applicable securities laws, the rules, regulations and policies of any stock exchange, securities regulatory authority or other regulatory body, or the rules of the Investment Dealers Association of Canada to provide regulatory authorities with any personal information provided by the Purchaser in this Subscription Agreement.  The Purchaser represents and warrants that it has the authority to provide the consents and acknowledgements set out in this section on behalf of any others for whom it is contracting hereunder.  In addition to the foregoing, the Purchaser agrees and acknowledges that the Corporation or the Finders, as the case may be, may use and disclose the Purchaser’s personal information, or that of any others for whom the Purchaser is contracting hereunder, as follows:

(a)for internal use with respect to managing the relationships between and contractual obligations of the Corporation, the Finders and the Purchaser or any beneficial purchaser for whom it is contracting hereunder;

(b)for use and disclosure for income tax related purposes, including without limitation, where required by law, disclosure to Canada Revenue Agency;

(c)disclosure to securities regulatory authorities and other regulatory bodies with jurisdiction with respect to reports of trades and similar regulatory filings;

(d)disclosure to a governmental or other authority to which the disclosure is required by court order or subpoena compelling such disclosure and where there is no reasonable alternative to such disclosure;

(e)disclosure to professional advisers of the Corporation or the Finders in connection with the performance of their professional services;

(f)disclosure to any person where such disclosure is necessary for legitimate business reasons and is made with the Purchaser’s prior written consent;

(g)disclosure to a court determining the rights of the parties under this Subscription Agreement; and

(h)for use and disclosure as otherwise required or permitted by law.

20.Modification. Neither this Subscription Agreement nor any provision hereof shall be modified, changed, discharged or terminated except by an instrument in writing signed by the party

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against whom any waiver, change, discharge or termination is sought.  Notwithstanding the foregoing, the Purchaser hereby constitutes the Corporation as its agent to correct, on behalf of the Purchaser, any manifest errors or typographical errors contained herein.

21.Assignment.  The terms and provisions of this Subscription Agreement shall be binding upon and enure to the benefit of the Purchaser, the Corporation and their respective successors and assigns; provided that, except as herein provided, this Subscription Agreement shall not be assignable by any party without the prior written consent of the other parties.  The benefit and obligations of this Subscription Agreement insofar as they apply to the Purchaser, shall pass with any assignment or transfer of the Shares and Warrants in accordance with their terms.

22.Miscellaneous.  All representations, warranties, agreements and covenants made or deemed to be made by the Purchaser herein will survive the execution and delivery, and acceptance, of this offer and the Closing. This Subscription Agreement may be executed in any number of counterparts, each of which when delivered, either in original or facsimile form, shall be deemed to be an original and all of which together shall constitute one and the same document.

23.Governing Law.  This Subscription Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.  The Purchaser on its own behalf and, if applicable, on behalf of others for whom it is contracting hereunder, hereby irrevocably attorns to the jurisdiction of the courts of the Province of British Columbia with respect to any matters arising out of this Subscription Agreement.

24.Facsimile Subscriptions.  The Corporation shall be entitled to rely on delivery by facsimile machine of an executed copy of this Subscription Agreement, including the completed schedules hereto, and acceptance by the Corporation of such facsimile copy shall be legally effective to create a valid and binding agreement between the Purchaser and the Corporation in accordance with the terms hereof.

25.Entire Agreement and Headings.  This Subscription Agreement (including the schedules hereto) contains the entire agreement of the parties hereto relating to the subject matter hereof and there are no representations, covenants or other agreements relating to the subject matter hereof except as stated or referred to herein.  This Subscription Agreement may be amended or modified in any respect by written instrument only.  The headings contained herein are for convenience only and shall not affect the meanings or interpretation hereof.

26.Time of Essence.  Time shall be of the essence of this Subscription Agreement.

27.Language.  The Purchaser acknowledges its consent and requests that all documents evidencing or relating in any way to its purchase of the Purchaser’s Units be drawn up in the English language only.  Nous reconnaissons par les présentes avoir consenti et demandé que tous les documents faisant foi ou se rapportant de quelque manière à notre achat soient rédigés en anglais seulement.

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28.Effective Date.  This Subscription Agreement is intended to and shall take effect on the Closing Date, notwithstanding its actual date of execution or delivery by any of the parties.

IN WITNESS WHEREOF the undersigned has executed this Subscription Agreement on the            day of                                   , 2005.

Signature of Purchaser (if an individual)	Name of Purchaser (if not an individual)
	Per:
Name of Purchaser (if an individual)		Authorized Signatory
		Name:
		Title:

ACCEPTANCE

The foregoing is acknowledged, accepted and agreed to this          day of                        , 2005.

VISTA GOLD CORP.
Per:
	Name:
	Title:

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Schedule ”A”

- Confirmation of Status as U.S. “Accredited Investor”
(within the meaning of Rule 501(a) of Regulation D under the United States Securities Act of 1933)

By initialling where indicated below, the Purchaser is confirming its representation and warranty regarding the category or categories under which it qualifies as an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the United States Securities Act of 1933:

[MARK BELOW THE CATEGORY OR CATEGORIES WHICH DESCRIBES YOU]

(a)	Natural Person — Net Worth Test. The Purchaser is a natural person whose total personal net worth, either individually or jointly with such person’s spouse, at the time of his purchase, exceeds U.S.$1,000,000.	o
(b)	Natural Person — Income Test. The Purchaser is a natural person who had individual income in excess of U.S.$200,000, or joint income with the person’s spouse in excess of U.S.$300,000, in each of the two most recent years and reasonably expects to reach the same income level in the current year.	o
(c)	Business and Non-profit Entities. The Purchaser is an organization described in section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or a partnership, none of which has been formed for the specific purpose of acquiring the Units, and each having total assets in excess of U.S.$5,000,000.	o
(d)	Bank. The Purchaser is a bank as defined in section 3(a)(2) of the United States Securities Act of 1933 or a savings and loan association or other institution specified in section 3(a)(5)A of the United States Securities Act of 1933 whether acting in its individual or fiduciary capacity.	o
(e)	Broker or Dealer. The Purchaser is a broker or dealer registered pursuant to section 15 of the United States Securities Exchange Act of 1934.	o
(f)	Public Employee Plan. The Purchaser is a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of U.S.$5,000,000.	o
(g)	Employee Benefit Plan. The Purchaser is an employee benefit plan within the meaning of Title I of the United States Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company or registered investment adviser or if the employee benefit plan has total assets in excess of U.S.$5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors.	o
(h)	Trust. The Purchaser is a trust, with total assets in excess of U.S.$5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D under the United States Securities Act of 1933.	o
(i)	Insurance Company. The Purchaser is an insurance company as defined in section 2(13) of the United States Securities Act of 1933.	o

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(j)	Investment Company. The Purchaser is an investment company registered under the United States Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act.	o
(k)	SBIC. The Purchaser is a Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958.	o
(l)	Private Business Development Company. The Purchaser is a private business development company as defined in section 202(a)(22) of the United States Investment Advisers Act of 1940.	o
(m)	Director or Officer. The Purchaser is a director or an executive officer of the Corporation.	o
(n)	Entity Owned by Accredited Investors. The Purchaser is an entity in which all of the equity owners are accredited investors and described in one or more of the categories set forth in paragraphs (a) through (m) above.	o

DATED	, 2005
		Signature of Purchaser
		Name of Purchaser
		Address of Purchaser

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Schedule ”B”

- Confirmation of Status as Canadian “Accredited Investor”
(within the meaning of National Instrument 45-106 Prospectus and Registration Exemptions)

By initialling where indicated below, the Purchaser is confirming its representation and warranty regarding the category or categories under which it qualifies as an “accredited investor” within the meaning of National Instrument 45-106 Prospectus and Registration Exemptions:

[MARK BELOW THE CATEGORY OR CATEGORIES WHICH DESCRIBES YOU]

(a)	a Canadian financial institution, or a Schedule III bank;	o
(b)	the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);	o
(c)	a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary;	o
(d)	a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, other than a person registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador);	o
(e)	an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d);	o
(f)	the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada;	o
(g)	a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec;	o
(h)	any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;	o
(i)	a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a jurisdiction of Canada;	o
(j)	an individual who, either alone or with a spouse, beneficially owns, directly or indirectly, financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds Cdn$1,000,000;	o
(k)	an individual whose net income before taxes exceeded Cdn$200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded Cdn$300,000 in each of the 2 most recent calendar	o

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	years and who, in either case, reasonably expects to exceed that net income level in the current calendar year;
(l)	an individual who, either alone or with a spouse, has net assets of at least Cdn$5,000,000;		o
(m)	a person, other than an individual or investment fund, that has net assets of at least Cdn$5,000,000 as shown on its most recently prepared financial statements;		o
(n)	an investment fund that distributes or has distributed its securities only to:		o
	(i)	a person that is or was an accredited investor at the time of the distribution;
	(ii)	a person that acquires or acquired securities under certain minimum purchase and additional invesment exemptions specified in the Instrument; or
	(iii)	a person described in paragraph (i) or (ii) that acquires or acquired securities under the investment fund reinvestment exemption specified in the Instrument;
(o)	an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt;		o
(p)	a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be;		o
(q)	a person acting on behalf of a fully managed account managed by that person, if that person:		o
	(i)	is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction; and
	(ii)	in Ontario, is purchasing a security that is not a security of an investment fund;
(r)	a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded;		o
(s)	an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function;		o

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(t)	a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors;		o
(u)	an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser; or		o
(v)	a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as:		o
	(i)	an accredited investor; or
	(ii)	an exempt purchaser in Alberta or British Columbia after September 14, 2005.

Note: A summary of the meanings of certain of the terms used in this certificate follows the signature block below.

DATED	, 2005
		Signature of Purchaser
		Name of Purchaser
		Address of Purchaser

For the purposes of this certificate, the following definitions are included for convenience:

“Canadian financial institution” means

(a)an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act, or

(b)a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada;

“financial assets” means

(a)cash;

(b)securities; or

(c)a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation;

“foreign jurisdiction” means a country other than Canada or a political subdivision of a country other than Canada;

“fully managed account” means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client’s express consent to a transaction;

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“Instrument” means National Instrument 45-106 Prospectus and Registration Exemption;

“jurisdiction” means a province or territory of Canada except when used in the term foreign jurisdiction;

“investment fund” means a mutual fund or a non-redeemable investment fund, and, for greater certainty in British Columbia, includes certain employee venture capital corporations and venture capital corporations mentioned in National Instrument 81-106 Investment Fund Continuous Disclosure;

“non-redeemable investment fund” means an issuer

(a)whose primary purpose is to invest money provided by its securityholders;

(b)that does not invest;

(i)for the purpose of exercising or seeking to exercise control of an issuer, other than an issuer that is a mutual fund or a non-redeemable investment fund; or

(ii)for the purpose of being actively involved in the management of any issuer in which it invests, other than an issuer that is a mutual fund or a non-redeemable investment fund; and

(c)that is not a mutual fund;

“person” includes

(a)an individual;

(b)a corporation;

(c)a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not; and

(d)an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative;

“related liabilities” means

(a)liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets; or

(b)liabilities that are secured by financial assets;

“Schedule III bank” means an authorized foreign bank named in Schedule III of the Bank Act (Canada);

“spouse” means, an individual who

(a)is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual;

(b)is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender; or

(c)in Alberta, is an individual referred to in paragraph (a) or (b), or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta); and

“subsidiary” means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary.

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EX-31.1

Exhibit 31.1

CERTIFICATION

I, Michael B. Richings, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Vista Gold Corp.;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying offer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  November 10, 2005	/s/ Michael B. Richings
	Michael B. Richings,
	President and Chief Executive Officer

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EX-31.2

Exhibit 31.2

CERTIFICATION

I, Gregory G. Marlier, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Vista Gold Corp.;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying offer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  November 10, 2005	/s/ Gregory G. Marlier
	Gregory G. Marlier,
	Chief Financial Officer

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EX-32.1

Exhibit 32.1

STATEMENT PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Vista Gold Corp. (the “Corporation”) on Form 10-Q for the period ended September 30, 2005, as filed with the Securities and Exchange Commission (the “Report”), the undersigned officer of the Corporation does hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)           The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)           The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

Date:  November 10, 2005	/s/ Michael B. Richings
	Michael B. Richings,
	President and Chief Executive Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Corporation and will be retained by the Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

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EX-32.2

Exhibit 32.2

STATEMENT PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Vista Gold Corp. (the “Corporation”) on Form 10-Q for the period ended September 30, 2005, as filed with the Securities and Exchange Commission (the “Report”), the undersigned officer of the Corporation does hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

Date:November 10, 2005	/s/ Gregory G. Marlier
	Gregory G. Marlier,
	Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Corporation and will be retained by the Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

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