Exhibit 10.2


 


SUBSCRIPTION AGREEMENT


10% Senior Secured Notes, each in the principal amount
of US$1,000


 


	
  TO:

  	
   

  	
  Vista Gold Corp. (the “Corporation”)

  
	
  AND TO:

  	
   

  	
  Casimir Capital L.P. (the “Agent”)

  



 


The undersigned (hereinafter referred to as the “Subscriber”) hereby irrevocably agrees to
subscribe, at a subscription price of US$1,000 each, for 10% senior secured
notes of the Corporation, each in the principal amount of US$1,000 (each a “Senior Secured Note” or “Note”). 
Each Senior Secured Note is convertible, in whole or in part, at the
option of the Subscriber, at any time following the closing date and up to and
including maturity into fully paid common shares (the “Note Shares”) at US$6.00
per Note Share.  The Company shall have
the right to force the conversion of the Notes on the date which is the 15th
trading day after receiving notice from the Company that the weighted average
price of the common shares on the American Stock Exchange has been equal to or
greater than US$9.00 for a period of at least 15 consecutive trading days
commencing on the first anniversary of the closing date of the offering (an “Acceleration Event”).  The Senior Secured Notes shall be issued
pursuant to and shall have the terms and conditions more particularly described
in an indenture to be entered into between the Corporation and a third party
institutional trustee, on or before the Closing Date.  The Subscriber hereby irrevocably agrees to
subscribe for the Notes upon and subject to the terms and conditions set forth
in the attached “TERMS AND CONDITIONS OF SUBSCRIPTION FOR SECURITIES OF VISTA
GOLD CORP.” (of which this face page forms a part and which, together with
the attached Schedules, are referred to as the “Subscription Agreement”).


 




	
   

  	
   

  	
   

  	
   

  
	
  (Name of subscriber - please print) (hereinafter referred to as the “Subscriber”)

  	
   

  	
  Number of Notes  

  	
  Aggregate Subscription
  Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  The Subscriber owns,
  directly or indirectly, the following

  	
   

  
	
         (Authorized Signature)

  	
   

  	
  securities of the
  Corporation:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Official Capacity or Title if Subscriber is a corporation - please
  print)

  	
   

  	
  The Subscriber is  o or is not o an insider of the Corporation; or The
  Subscriber is o or is not o a member of the pro group of the
  Corporation
                   [Please check the applicable box(s)]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (Please print name of individual whose signature appears above if
  different than the name of the Subscriber printed above)

  	
   

  	
  Please complete if purchasing as agent or trustee for
  a principal (beneficial purchaser) (a “Disclosed Principal”) and not
  purchasing as trustee or agent for accounts fully managed by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (Subscriber’s Address)

  	
   

  	
  Name of Disclosed Principal (please print)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Disclosed Principal’s Address

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (Telephone Number)                       (Email
  Address)

  	
   

  	
  Disclosed Principal’s Telephone Number

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Register the Senior Secured Notes as set forth below:

  	
   

  	
  Deliver the Senior Secured Notes as set forth below:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name

  	
   

  	
  Name

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Account reference, if applicable

  	
   

  	
  Account reference, if applicable

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address

  	
   

  	
  Address

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone number

  	
   

  
						






 


ACCEPTANCE: The Corporation hereby accepts the
subscription as set forth above on the terms and conditions contained in this
Subscription Agreement and the Corporation represents and warrants to the
Subscriber that the representations and warranties made by the Corporation to
the Agent in the Agency Agreement (as defined below) are true and correct in
all material respects as of the Closing Date (as defined below) (other than as
waived in whole or in part by the Agent) and that the Subscriber is entitled to
rely thereon as if the Subscriber were a party thereto.


 


	
  DATED this          day of                       ,
  2008.

  	
  VISTA GOLD CORP.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Per:

  	
   

  
				



 


THIS IS THE FIRST PAGE OF A SUBSCRIPTION AGREEMENT
COMPRISING 17 PAGES (NOT INCLUSIVE OF SCHEDULES).  THE SUBSCRIBER MUST PROVIDE THE INFORMATION
REQUESTED ON THIS FACE PAGE, EXECUTE THIS FACE PAGE AND, IN ALL CASES, SCHEDULE
“A” - U.S. ACCREDITED INVESTOR STATUS CERTIFICATE, AND RETURN ONE FULLY
EXECUTED COPY OF THE SUBSCRIPTION AGREEMENT, INCLUDING THESE DOCUMENTS (WHERE
APPLICABLE) WITH THE SUBSCRIPTION FUNDS PAYABLE TO THE AGENT.


 

















 


TERMS AND CONDITIONS OF SUBSCRIPTION FOR
SECURITIES

OF VISTA GOLD CORP.


 


Recitals:


 


WHEREAS the
Subscriber has agreed to invest an amount equal to the Investment (as
hereinafter defined) in the Corporation (as hereinafter defined) by subscribing
for the Notes;


 


WHEREAS the
Subscriber acknowledges that the issuance of the Notes is part of a larger
offering of up to 30,000 Notes at an issue price of US$1,000 per Note for
aggregate gross proceeds of up to US$30,000,000 and is also subject to an
over-allotment option, to be exercised at the sole discretion of Casimir
Capital L.P. to sell up to an additional US$2,000,000 in Notes; and


 


WHEREAS in
consideration of the Subscriber entering into the Subscription Agreement and
subscribing for the Notes, the Corporation agrees to issue the Notes, upon the
terms and conditions herein set forth;


 


NOW THEREFORE THIS AGREEMENT WITNESSETH THAT
in consideration of the premises and agreements herein contained, it is
mutually declared, covenanted and agreed by and between the parties as follows.


 


1.             Definitions


 


In the Subscription Agreement, including the
recitals hereof, unless the context otherwise requires:


 


(a)           “Accredited Investor” means “accredited
investor” as defined in subsection (a) of Rule 501 of Regulation D;


 


(b)          “Agent” means Casimir Capital L.P.;


 


(c)           “Agency Agreement” means the agency
agreement in respect of the Offering to be dated on or before the Closing Date
between the Corporation and the Agent pursuant to which the Agent, in
connection with the offer and sale of the Notes, will receive a fee from the
Corporation;


 


(d)          “Closing” means the delivery and payment for
the Notes, which may occur in stages on different dates, to take place at 10:00 a.m.,
P.S.T., on the Closing Date;


 


(e)           “Closing Date” means a date on which a
Closing occurs currently scheduled for February ·,
2008 or such earlier or later dates, which the Corporation and the Agent may
agree;


 


(f)             “Common Share” means one (1) fully paid
and non-assessable common share in the share capital of the Corporation;


 


(g)          “Corporation” means Vista Gold Corp.;


 


(h)          “Investment” means the Subscription Price
multiplied by the total number of Notes subscribed for hereunder, which total
amount has been paid by the Subscriber to the Agent for the Corporation for the
Notes pursuant to Clause 2.2 hereof;


 


(i)              “Note Shares” means the Common Shares
issuable on conversion of the Senior Secured Notes;


 

















 


(j)              “Offering” means the offering of up to
30,000 Notes by way of private placement for aggregate proceeds of up to
US$30,000,000, with an over-allotment option, to be exercised at the sole
discretion of Casimir Capital L.P. to sell up to an additional US$2,000,000 in
Notes;


 


(k)           “Regulation D” means Regulation D promulgated by the SEC under the U.S. Securities Act;


 


(l)              “Regulation S” means Regulation S promulgated by the SEC under the U.S.
Securities Act;


 


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


 


(n)          “Securities” means the Senior Secured Notes
and the Note Shares;


 


(o)          “Securities Laws” means, as applicable, the
securities laws, regulations, rules, rulings and orders in each of the
provinces of Canada, the applicable policy statements issued by the securities
regulators in each of the provinces of Canada and the rules of the Toronto
Stock Exchange and the American Stock Exchange, as well as the U.S. Securities
Act , the U.S. Exchange Act, state securities laws and, in each case the rules and
regulations adopted thereunder;


 


(p)          “Senior Secured Note” or “Note” means a 10% senior secured note of
the Corporation in the principal amount of US$1,000, issued pursuant to and
having the terms and conditions more particularly described in indenture to be
entered into between the Corporation and a third party institutional trustee,
on or before the Closing Date


 


(q)          “Subscription Price” means US$1,000 per
Note;


 


(r)             “U.S. Exchange Act” means the United States
Securities Exchange Act of 1934, as amended;


 


(s)           “U.S. Person” means a U.S. person as defined
in Regulation S;


 


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


 


(u)          “U.S. Subscriber” means (a) any U.S.
Person purchasing the Notes, (b) any person purchasing the Notes in the
United States, (c) any person purchasing Notes on behalf of, or for the
account or benefit of, any U.S. Person or person in the United States, (d) any
person that receives or received an offer to purchase the Notes while in the
United States, and (e) any person that is in the United States at the time
the Purchaser’s buy order was made or this Subscription Agreement was executed
or delivered.


 


1.2           In the Subscription
Agreement the headings of the articles and clauses are inserted for convenience
of reference only and shall not affect the meaning or construction thereof.


 


1.3           In the Subscription
Agreement, words importing the singular include the plural, words importing the
masculine gender include the feminine and vice versa.


 


1.4           In the Subscription
Agreement, except as otherwise stated, all dollar amounts are expressed in
United States dollars.


 


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2.             Subscription for
Notes


 


2.1           The Subscriber hereby
irrevocably subscribes for and agrees to purchase from the Corporation, subject
to the terms and conditions set forth herein, the number of Notes as set forth
on the face page hereof at the Subscription Price and for the total
Investment as set forth on the face page hereof and the Corporation
accepts such subscription for Notes in accordance with the terms hereof.


 


2.2           The Subscriber agrees
to pay to the Agent the total Investment as set forth and described on the face
page hereof by delivering to the Agent, concurrent upon the execution and
delivery of the Subscription Agreement, a certified cheque, bank draft or money
order payable to the Agent in the full amount of the Investment for the Notes
subscribed for hereunder.


 


2.3           The Subscriber hereby
acknowledges that acceptance of this subscription is subject to rejection or
allotment, in whole or in part, by the Corporation.  If this Subscription Agreement is rejected in
whole or in part, the Subscriber acknowledges that the unused portion of the
Investment will be promptly returned to it without interest.  Subject to the terms hereof, this
subscription will be effective upon its acceptance by the Corporation and
subject to receipt of all applicable regulatory and stock exchange
approvals.  This private placement is not
subject to a minimum subscription level, and upon Closing, all subscription
proceeds will be retained by the Corporation in accordance with the terms
hereof.


 


2.4           The Subscriber has
completed, executed and returned the following documents to the Agent:


 


(a)    one
(1) fully executed copy of the Subscription Agreement; and


 


(b)    Schedule “A”, U.S. Accredited Investor
Status Certificate, for each Subscriber.


 


2.5           The Subscriber agrees
that funds will be wired for credit to the account of: Ogilvy Renault LLP, in trust, Acct # 400-495-8,
IBAN#: 003 00006, Transit#: 00006, Swift #: ROYCCAT-2, ABA #: 021000021, Address of
account: Royal Bank of Canada,
90 Sparks Street Ottawa, Ontario  K1P 5T6,
representing the aggregate Investment for Notes subscribed for hereunder, or
such other method of payment against delivery of the Notes as the Corporation
may accept, not later than 4:00 p.m. (E.S.T.) on the day that is not less
than two (2) business days prior to the Closing Date or such other date or
place as the Corporation may advise.


 


3.             Closing


 


3.1           The Closing will be
completed on the Closing Date at the offices of Borden Ladner Gervais LLP,
counsel for the Corporation at Vancouver, British Columbia, Canada or such
other location as the Corporation and the Agent may agree.


 


3.2           At the Closing Time,
subject to the terms of the Agency Agreement, the Agent will deliver all
completed subscription agreements, including this Subscription Agreement and
the aggregate Investment against delivery by the Corporation of the certificates
representing the Senior Secured Notes.


 


3.3           The representations,
warranties, covenants and acknowledgments of the Subscriber herein are made by
the Subscriber with the intent that they be relied upon by the Corporation and
the Agent in determining the Subscriber’s suitability as a purchaser of Notes,
that such representations, warranties, covenants and acknowledgments will be
true and correct on the Closing Date and that the Subscriber will indemnify the
Corporation and the Agent and their respective affiliates, shareholders,
directors, officers and employees and agents from and against all losses,
claims, 


 


3

















 


costs, expenses and damages or liabilities
which any of them may suffer or incur caused or arising from a breach
thereof.  The Subscriber undertakes to
immediately notify the Corporation at VISTA
GOLD CORP., 7961 Shaffer Parkway, Suite 5, Littleton, CO
80127  U.S.A., Fax: (720) 981-1186
Attention: Chief Financial Officer and the Agent at CASIMIR CAPITAL L.P. of 489
Fifth Avenue, Second Floor, New York, NY 10017 
U.S.A., Fax: (212) 798-1399, Attention: Dov Wiener of any change in any
statement or other information relating to the Subscriber set forth herein or
in any document delivered herewith, which takes place prior to the Closing of
the sale of the Notes.


 


3.4           The Subscriber
acknowledges that the Agent has agreed to offer the Notes on a “private
placement” basis and, in connection therewith, the Corporation and the Agent
have entered into, or will enter into prior to the Closing Date, the Agency
Agreement, pursuant to which the Agent, in connection with the offer and sale
of the Notes, will receive a fee from the Corporation.  The Subscriber hereby irrevocably authorizes
the Agent, in its sole discretion: (a) to act as its representative at the
closing and to execute in its name and on its behalf all closing receipts and
documents required; (b) to complete or correct any errors or omissions in
any form or document provided by the Subscriber, including this Subscription
Agreement; (c) to receive on its behalf certificates representing the
Senior Secured Notes purchased under this Subscription Agreement; (d) to
negotiate, settle and approve any opinions, certificates or other documents
addressed to the Subscriber; and (e) to waive, in whole or in part, or to
vary or amend, any representations or warranties or conditions for the
Subscriber’s benefit contained in this Subscription Agreement and the Agency
Agreement or any ancillary or related document.


 


3.5           The Corporation and the
Agent shall be entitled to rely on delivery of a facsimile copy of the
Subscription Agreement and acceptance by the Corporation of such agreement
shall be legally effective to create a valid and binding agreement between the
Subscriber and the Corporation in accordance with the terms hereof.


 


4.             Representations,
Warranties and Covenants of Subscriber


 


4.1           The Subscriber, for
itself and on behalf of each beneficial purchaser for whom it acts, represents,
warrants, covenants and certifies to the Corporation and the Agent that:


 


(a)                                  it
has had the opportunity to be independently advised as to restrictions with
respect to trading in the Senior Secured Notes and the Note Shares imposed by
applicable securities legislation in the jurisdiction in which it resides and,
if applicable, is purchasing the Notes, confirms that no representation has
been made to it by or on behalf of the Corporation with respect thereto,
acknowledges that it is aware of the characteristics of the Senior Secured Notes,
the risks relating to an investment therein and of the fact that it may not be
able to resell the Senior Secured Notes and the Note Shares except pursuant to
exemptions under applicable securities legislation and regulatory policy until
the expiry of the applicable hold periods and in compliance with other
requirements of applicable securities laws and regulatory policy and that the
certificates representing the Senior Secured Notes and the Note Shares will
bear legends to this effect;


 


(b)                                 the
Subscriber is aware that:


 


(i)                                      no
securities commission or similar regulatory authority has reviewed or passed on
the merits of the Notes;


 


(ii)                                   there
is no government or other insurance covering the Notes;


 


(iii)                                there
are risks associated with the purchase of the Notes;


 


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(iv)          there
are restrictions on the Subscriber’s ability to resell the Senior Secured Notes
and Note Shares and it is the responsibility of the Subscriber to ascertain
what these restrictions (U.S., Canadian or otherwise) are and to comply with
these restrictions before selling the Senior Secured Notes and Note Shares; and


 


(v)           the
Corporation has advised the Subscriber that the Corporation is relying on an
exemption from the requirements to provide the Subscriber with a prospectus and
to sell the Notes through a person or company registered to sell the Notes
under the Securities Act (British
Columbia)  and other applicable
securities laws and, as a consequence of acquiring securities pursuant to this
exemption, certain protections, rights and remedies provided by the Securities Act (British Columbia)  and other applicable securities laws,
including statutory rights of recission or damages, will not be available to
the Subscriber;


 


(c)                                  the
Subscriber is aware that the Senior Secured Notes and the Note Shares have not
been registered under the U.S. Securities Act or under any state securities or “blue
sky” laws, and accordingly such Securities are subject to restrictions on
transfer and resale and may not be offered, sold, gifted, pledged,
hypothecated, assigned or otherwise transferred without registration under the
U.S. Securities Act and the securities laws of all applicable states of the
United States, unless an exemption from registration is available;


 


(d)                                 the
decision to execute the Subscription Agreement and purchase the Notes agreed to
be purchased hereunder has not been based upon any material information
concerning the Corporation that has not been publicly disclosed, nor upon any
oral or written representation as to fact or otherwise made by or on behalf of
the Corporation or the Agent, and the decision is based entirely on the
Subscriber’s review of information which has been filed by the Corporation with
the applicable securities commissions or stock exchange or other authority in
compliance, or intended compliance, with applicable securities legislation
(collectively, the “Public Record”);


 


(e)            it
has had the opportunity to ask questions and receive answers concerning the
Corporation and the Notes, has had access to the Public Record and has made
such investigations, if any, concerning the Corporation as it has considered
necessary so as to make an informed investment decision in connection with an
investment in the Notes and the offer and sale of the Notes has not been
accompanied by any advertisement nor any general solicitation nor general
advertising as such terms are used under Rule 502(c) under the U.S.
Securities Act, including but not limited to any advertisement in printed media
of general and regular paid circulation, radio, television or
telecommunications, including electronic display, with respect to the offering
of the Notes and the Subscriber has not become aware of any such general
solicitation or general advertising;


 


(f)            it
has had the opportunity to obtain independent legal, income tax and investment
advice with respect to its subscription for the Notes and applicable resale
restrictions in respect of the Senior Secured Notes and the Note Shares and,
accordingly, has had the opportunity to acquire an understanding of the
meanings of all terms contained herein relevant to the Subscriber for the
purpose of giving the representations, warranties and covenants contained
herein;


 


(g)           the
Subscriber has had the opportunity to consult its own legal advisors with
respect to applicable resale restrictions and the Subscriber is solely
responsible (and the Corporation is not responsible whatsoever) for compliance
with applicable resale restrictions;


 


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(h)                                  the
Subscription Agreement is not enforceable by the Subscriber unless and until it
has been accepted by the Corporation;


 


(i)             the
Subscriber and any beneficial purchaser for whom the Subscriber is acting are
resident at the address set out on the face page of the Subscription
Agreement as the “Subscriber’s Address” and “Beneficial Purchaser’s Address”;


 


(j)             except
as provided in subsection 4.1(k) hereof, the Subscriber is purchasing the
Subscriber’s Notes as principal for its own account, and not for the benefit of
any other person;


 


(k)            except
as provided in subsection 4.1(k) hereof, the Subscriber is purchasing the
Subscriber’s Notes for investment only and not with a view to resale or
distribution.  The Subscriber is aware
that no prospectus or similar disclosure document has been filed in connection
with the offer or sale of the Notes, and it is purchasing the Notes pursuant to
an exemption from the prospectus requirements under applicable securities laws
and, as a consequence: (i) it is restricted from using most of the civil
remedies available under applicable securities laws; (ii) it may not
receive information that would otherwise be required to be provided to it under
applicable securities laws; and (iii) the Corporation is relieved of certain
obligations that would otherwise apply under applicable securities laws;


 


(l)             in
the case of the purchase by the Subscriber of the Notes as agent or trustee for
any Disclosed Principal, each beneficial purchaser of the Notes for whom the
Subscriber is acting is purchasing its Notes as principal for its own account,
and not for the benefit of any other person, for investment only and not with a
view to resale or distribution, and complies with and meets the criteria in
section 5.1(a) in respect of the subscription provided hereby, and the
Subscriber has due and proper authority to act as agent or trustee for and on
behalf of such beneficial Subscriber in connection with the transactions
contemplated hereby and this Subscription Agreement has been duly authorized,
executed and delivered by or on behalf of, and constitutes a legal, valid and
binding agreement of, such beneficial Subscriber;


 


(m)           if
the Subscriber is subscribing as agent for a Disclosed Principal, it has
disclosed the name of the Disclosed Principal on the face page of this
Subscription Agreement and acknowledges that the Corporation may be required by
law to disclose to certain regulatory authorities the identity of each
Disclosed Principal for whom the Subscriber is acting.


 


(n)           the
representations and warranties of the Subscriber contained herein will be true
and correct both as of the execution of the Subscription Agreement and as of
the Closing Date and shall survive the completion of the issuance of the Notes
for a period of two (2) years following the Closing Date;


 


(o)           the
Subscriber will resell the Senior Secured Notes and the Note Shares only in
accordance with the provisions of applicable securities legislation and stock
exchange rules;


 


(p)           if
an individual, the Subscriber is of full age of majority and is legally
competent to execute the Subscription Agreement and take all action pursuant
thereto;


 


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(q)           the
Subscription Agreement has been duly and validly authorized, executed and delivered
by and constitutes a legal, valid, binding and enforceable obligation of the
Subscriber;


 


(r)            the
Subscriber has such knowledge in financial and business affairs as to be
capable of evaluating the merits and risks of its investment and is able to
bear the economic risk of loss of its investment;


 


(s)            the
Subscriber understands that the sale and delivery of the Notes is conditional
upon such sale being exempt from the requirements as to registration or the
filing of a prospectus with any governmental or regulatory entity or upon the
issuance of such orders, consents or approvals as may be required to permit
such sale without the requirement of registration or filing a prospectus;


 


(t)                                     if
the Subscriber is a corporation, partnership, unincorporated association or
other entity, the person executing the Subscription Agreement on behalf of the
Subscriber has the necessary power and authority to do so and the Investment
contemplated hereby has been duly authorized by all necessary action of the
Subscriber;


 


(u)                                  if
required by applicable securities legislation, policy or order or securities
commission, stock exchange or other regulatory authority, the Subscriber will
execute, deliver, file and otherwise assist the Corporation in filing such
reports, undertakings and other documents with respect to the issue of the
Notes, including, without limitation, the schedules hereto as applicable; and


 


(v)                                  the
Subscriber acknowledges that the Corporation’s counsel and the Agent’s counsel
are acting as counsel to the Corporation and the Agent, respectively, and not
as counsel to the Subscriber.


 


5.             Further
Representations, Warranties and Covenants of the Subscriber


 


5.1           The
Subscriber hereby represents, warrants and covenants to the Corporation and the
Agent:


 


(a)            the Subscriber is an
Accredited Investor and is acquiring the Notes for its own account or for the
account of another Accredited Investor over which the Subscriber exercises sole
investment direction and not with a view to resale or distribution of the
Senior Secured Notes or Note Shares in violation of United States Securities
Laws and the Subscriber certifies that it and each Disclosed Principal is a
resident in the jurisdiction set out on the face page of this Subscription
Agreement. Such address was not created and is not used solely for the purpose
of acquiring the Notes and the Subscriber was solicited to purchase Notes, and
executed this Subscription Agreement, in such jurisdiction. The Subscriber has
completed the U.S. Accredited Investor Status Certificate attached hereto as Schedule
A and such certificate contains information about the Subscriber that is
true and accurate as of the date of signing and will be true and correct as of
the Closing;


 


(b)           the subscription for
the Notes has not been made through or as a result of, and the distribution of
the Senior Secured Notes is not being accompanied by any general solicitation
or general advertising (as those terms are used in Regulation D), including
advertisements, articles, notices or other communications published in any
newspaper, magazine or similar media, or broadcast over radio, television or
the internet, or any seminar or meeting whose attendees have been invited by
any general solicitation or general advertising;


 


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(c)                                   there
are risks associated with the purchase of and investment in the Senior Secured
Notes and Note Shares and the Subscriber is knowledgeable and or experienced in
business and financial matters and is capable of evaluating the merits and
risks of an investment in the Senior Secured Notes and Note Shares and fully
understands the restrictions on resale of the Senior Secured Notes and Note
Shares and is capable of bearing the economic risk of the investment, including
the loss of its entire investment;


 


(d)                                  the
Subscriber has not been formed solely for the purpose of entering into the
transactions described herein;


 


(e)                                   the
Senior Secured Notes shall be and the Note Shares may be subject to certain
resale restrictions in Canada under applicable Canadian Securities Laws, and
the Subscriber covenants and acknowledges that it will be solely responsible
(and neither the Corporation nor the Agent are in any way responsible) for such
compliance;


 


(f)                                     the
ability to transfer the Senior Secured Notes and Note Shares is limited by,
among other things, resale restrictions under applicable United States
Securities Laws, and the Subscriber covenants and acknowledges that it will be
solely responsible (and neither the Corporation nor the Agent are in any way
responsible) for such compliance;


 


(g)                                  the
certificates representing the Senior Secured Notes (and the Note Shares, if
issued before that date which is four months and one day after the Closing
Date) or the ownership statement issued under a direct registration system or
other electronic book-entry system, as the case may be, will bear, as of the
Closing Date, legends substantially in the following form and with the
necessary information inserted:


 


“UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT
TRADE THE SECURITY BEFORE <INSERT DATE THAT IS FOUR (4) MONTHS AND ONE (1) DAY
AFTER CLOSING DATE>.”


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE [IF SENIOR SECURED NOTES, ADD:  “NOR ANY SECURITIES ISSUABLE UPON THE
CONVERSION OF SUCH SECURITIES”] 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.”


 


(h)                                  the
Subscriber understands and acknowledges that:


 


(i)                                      if
it decides to offer, sell or otherwise transfer any of the Senior Secured Notes
or Note Shares, such securities may be offered, sold or otherwise transferred
only pursuant to (A) an effective registration statement under the U.S.
Securities 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;


 


(ii)                                   all
certificates representing the Senior Secured Notes and Note Shares, as well as
all certificates issued in exchange for or in substitution of the foregoing 


 


8

















 


securities,
until such time as the same is no longer required under applicable requirements
of the U.S. Securities Act or applicable state securities laws, shall bear the
following legend:


 


“NEITHER
THIS CERTIFICATE NOR THE SECURITIES REPRESENTED HEREBY [IF SENIOR SECURED
NOTES, ADD:  “NOR ANY SECURITIES ISSUABLE
UPON THE CONVERSION 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 [IF SENIOR SECURED NOTES,
ADD:  “NOR ANY SECURITIES ISSUABLE UPON
THE CONVERSION 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.”


 


(iii)                                if
any Senior Secured Notes or Note Shares are being resold pursuant to Rule 144
under the U.S. Securities Act, the legend may be removed by delivery to the
registrar and transfer agent and the Corporation of an opinion of counsel, of
recognized standing reasonably satisfactory to the Corporation, that such
legend is no longer required under applicable requirements of the U.S.
Securities Act or state securities laws.


 


(i)                                      it
understands and acknowledges that the Corporation has the right to instruct the
transfer agent for the Senior Secured Notes and Note Shares not to record a
transfer by any person without first being notified by the Corporation that it
is satisfied that such transfer is exempt from or not subject to registration
under the U.S. Securities Act and any applicable state securities laws;


 


(j)                                    the
Subscriber consents to the Corporation making a notation on its records or
giving instructions to any transfer agent of the Subscriber’s Senior Secured Notes
or Note Shares in order to implement the restrictions on transfer set forth and
described herein;


 


(l)                                    the
Subscriber has had the opportunity to review this Subscription Agreement and
the Schedule(s) attached hereto and the transactions contemplated by this
Subscription Agreement and fully understands the same;


 


(m)                              the
Subscriber is solely responsible for its own due diligence investigation of the
Corporation and its business, for its own analysis of the merits and risks of
its investment in the Subscriber’s Senior Secured Notes or Note Shares made
pursuant to this Subscription Agreement and for its own analysis of the terms
of its investment;


 


(n)                                the
Senior Secured Notes purchased or obtained pursuant to this Subscription
Agreement and any Note Shares issued upon conversion of any such Senior Secured
Notes are and 


 


9

















 


will be “restricted securities”
within the meaning of Rule 144 under the U.S. Securities Act and the
Subscriber is familiar with such rule and understands the resale
limitations imposed thereby and the U.S. Securities Act and understands that
for so long as such securities remain “restricted securities”, they may not be
deposited into any unrestricted depository facility established or maintained
by any depository bank;


 


(o)                                the
Agent and/or its directors, officers, employees, agents, representatives and
controlling shareholders assume no responsibility or liability of any nature
whatsoever for the accuracy or adequacy of any such publicly available
information concerning the Corporation or as to whether all information
concerning the Corporation that is required to be disclosed or filed by the
Corporation under the Securities Laws has been so disclosed or filed;


 


(p)                                the
Corporation and the Agent are relying on the representations, warranties and
covenants contained herein and in the applicable Schedule(s) attached
hereto to determine the Subscriber’s eligibility to subscribe for the Notes
under applicable Securities Laws and the Subscriber agrees to indemnify the
Corporation, the Agent and each of their respective directors and officers
against a1l losses, claims, costs, expenses, damages or liabilities which any
of them may suffer or incur as a result of or arising from reliance thereon. The
Subscriber undertakes to immediately notify the Corporation of any change in
any statement or other information relating to the Subscriber set forth in such
applicable Schedule(s) which takes place prior to the Closing Date;


 


(q)                                the
Corporation is relying on an exemption from the requirement to provide the
Subscriber with a prospectus under applicable Securities Laws and, as a
consequence of acquiring the Senior Secured Notes and Note Shares pursuant to
such exemption, certain protections, rights and remedies provided by applicable
Securities Laws, including statutory rights of rescission or damages, under
Canadian Securities Laws will not be available to the Subscriber;


 


(r)                                   the
Subscriber understands and acknowledges that the Corporation is not obligated to
file and has no present intention of filing with the SEC or with any state
securities administrator any registration statement in respect of resales of
the Senior Secured Notes or Note Shares;


 


(s)                                 the
Subscriber is responsible for obtaining such legal and tax advice as it
considers appropriate in connection with the execution, delivery and
performance of this Subscription Agreement and the transactions contemplated
under this Subscription Agreement;


 


(t)                                   there
is no government or other insurance covering the Senior Secured Notes or Note
Shares;


 


(u)                                THERE ARE RISKS ASSOCIATED WITH THE PURCHASE OF THE
SENIOR SECURED NOTES AND NOTE SHARES AND THE SUBSCRIBER MAY LOSE HIS, HER
OR ITS ENTIRE INVESTMENT;


 


(v)                                the
Subscriber acknowledges that this Subscription Agreement and the Schedules
hereto require the Subscriber to provide certain personal information to the
Corporation and the Agent. Such information is being collected by the
Corporation and the Agent for the purposes of completing the Offering, which includes,
without limitation, determining the Subscriber’s eligibility to purchase the
Notes under the Securities Laws and other applicable securities laws,
registering the Senior Secured Notes and Note Shares in book-entry


 


10

















 


form or preparing and
registering certificates representing Senior Secured Notes and Note Shares to
be issued to the Subscriber, as the case may be, and completing filings
required by any stock exchange or securities regulatory authority. The
Subscriber’s personal information may be disclosed by the Corporation and the
Agent to: (a) stock exchanges or securities regulatory authorities, (b) the
Canada Revenue Agency, (c) the Corporation’s registrar and transfer agent,
and (d) any of the other parties involved in the Offering, including legal
counsel and may be included in record books in connection with the Offering. By
executing this Subscription Agreement, the Subscriber is deemed to be
consenting to the foregoing collection, use and disclosure of the Subscriber’s
personal information. The Subscriber also consents to the filing of copies or
originals of any of the Subscriber’s documents described herein, including but
not limited to those described in Section 2.4 hereof, as may be required to
be filed with any stock exchange or securities regulatory authority in
connection with the transactions contemplated hereby. The Subscriber represents
and warrants that it has the authority to provide the consents and
acknowledgements set out in this paragraph on behalf of each Disclosed
Principal;


 


(w)                              the
Subscriber understands and acknowledges that the Notes may not be converted
unless an exemption is available from the registration requirements of the U.S.
Securities Act and the securities laws of all applicable states.


 


6.             Representations,
Warranties and Covenants of the Corporation


 


6.1                                   The
Subscriber shall have the benefit of and be entitled to rely upon, the
representations, warranties and covenants made by the Corporation to the Agents
and set forth in the Agency Agreement. Such representations and warranties and
covenants provisions are hereby incorporated by reference such that they shall
form an integral part of this Subscription Agreement and shall survive the
closing of the purchase and sale of the Notes and shall continue in full force
and effect, for a period of two (2) years following the Closing Date, for
the benefit of the Subscriber in accordance with the Agency Agreement.  The Corporation acknowledges that breaches of
these representations, warranties and covenants made by the Corporation to the
Agents and set forth in the Agency Agreement may give rise to a right of action
to recover damages against the Corporation at law and nothing contained herein
shall preclude the Subscriber from exercising its rights at law to bring an
action to recover damages which it may suffer or incur, directly or indirectly
as a result of or in connection with any non-fulfilment of any covenant or
agreement on the part of the Corporation under this Agreement or the Agency
Agreement or any incorrectness in or breach of any representation or warranty
of the Corporation contained in this Agreement or the Agency Agreement.


 


7.             Notice


 


7.1                                   Subject
to paragraph 7.4 of this Subscription Agreement, any notice or other communication
or instrument required or permitted to be given or delivered hereunder shall be
in writing and shall be well and sufficiently given and delivered if enclosed
in a sealed envelope, and given or delivered during regular office hours, to
the parties at their respective addresses as follows:


 


TO THE SUBSCRIBER:


 


At the address of the
Subscriber shown on the execution page hereof.


 


TO THE CORPORATION:


 


Vista Gold Corp.


 


11

















 


7961 Shaffer Parkway


Suite 5


Littleton, CO 80127  U.S.A.


 


Attention:  Chief
Financial Officer


 


TO THE AGENT:


 


Casimir Capital L.P.


489 Fifth Avenue


Second Floor


New York, NY 10017  U.S.A.


 


Attention:  Dov Wiener


 


7.2           Any
notice so given shall be conclusively deemed to have been given when delivered,
if given or delivered personally.


 


7.3           Any
party may change its address for notice hereunder by notice given in the
foregoing manner.


 


7.4           Notwithstanding
paragraph 7.2 of this Subscription Agreement, the Corporation will notify the
Subscriber of the occurrence of an Acceleration Event and such notice shall be
conclusively deemed to have been received by the Subscriber when mailed by the
Corporation.


 


8.             General


 


8.1           Each
party shall from time to time, and at all times, do such further acts and
execute and deliver all such further instruments, deeds and documents as shall
be reasonably required in order to fully perform and carry out the terms of the
Subscription Agreement and to comply with applicable securities legislation.


 


8.2           This
Subscription Agreement may not be assigned by any party.


 


8.3           Except
as otherwise provided herein, the Subscription Agreement shall enure to the
benefit of and shall bind the parties hereto and their respective successors
and any permitted assigns.


 


8.4           Nothing
herein contained shall be read or construed as creating between the parties
hereto their relationship of agents, partners or joint venturers.


 


8.5           Time
is of the essence in the Subscription Agreement.


 


8.6           The
Subscription Agreement may only be amended by written agreement signed by the
Corporation and the Subscriber.


 


8.7           The
terms of the Subscription Agreement express and constitute the entire agreement
between the parties hereto pertaining to the subject matter hereof and no
implied covenant or liability of any kind is created or shall arise by reason
of these presents or anything in the Subscription Agreement contained.


 


8.8           This
Subscription Agreement shall be governed and interpreted in accordance with the
laws of the Province of British Columbia and shall for all purposes be deemed
to have been made in the Province of British Columbia and the parties hereto
irrevocably attorn to the jurisdiction of the 


 


12

















 


courts of the Province of
British Columbia, and all representations and warranties contained herein shall
survive the execution of the Subscription Agreement.


 


8.9            Nothing
in the Subscription Agreement will prevent the Corporation from carrying out
any form of public or private financing, whether by the issuance of common
shares or otherwise.


 


8.10          No
waiver by any party hereto of any provision hereof shall be effective unless in
writing, and a waiver shall affect only the matter, and the occurrence thereof,
specifically identified in the writing granting such waiver and shall not
extend to any other matter or occurrence.


 


8.11          This
Subscription Agreement may be executed in several counterparts, each of which
when so executed shall be deemed to be an original, and all of which when taken
together shall institute one and the same Subscription Agreement.


 


8.12          The
Subscriber acknowledges and agrees that all costs incurred by the Subscriber
(including any fees and disbursements or any special counsel retained by the
Subscriber) relating to this subscription and purchase of the Notes
contemplated hereunder to the Subscriber shall be borne by the Subscriber.


 


8.13          The
Subscriber represents and warrants that the funds representing the Investment,
which will be advanced by the Subscriber to the Corporation hereunder, will not
represent proceeds of crime for the purposes of the Proceeds of Crime (Money
Laundering) and Terrorist Financing Act (Canada) (the “PCMLA”) and the
Subscriber acknowledges that the Corporation or the Agent may in the future be
required by law to disclose the Subscriber’s name and other information
relating to this Subscription Agreement and the Subscriber’s subscription
hereunder, on a confidential basis, pursuant to the PCMLA.  To the best of the Subscriber’s knowledge; (a) none
of the subscription funds to be provided by the Subscriber (i) have been
or will be derived from or related to any activity that is deemed criminal
under the law of Canada, the United States of America, or any other
jurisdiction, or (ii) are being tendered on behalf of a person or entity
who has not been identified to the Subscriber; and (b) the Subscriber
shall promptly notify the Corporation and the Agent if the Subscriber discovers
that any of such representations ceases to be true, and to provide the
Corporation and the Agent with appropriate information in connection therewith.


 


13

















 


This
Schedule must be completed and executed by all Subscribers.


 


SCHEDULE
“A”


 


U.S.
ACCREDITED INVESTOR STATUS CERTIFICATE


 


Capitalized
terms not otherwise defined herein shall have the meanings attributed thereto
in the Subscription Agreement to which this certificate was attached.


 


The
undersigned Subscriber hereby represents and warrants to the Corporation, as an
integral part of the attached Subscription Agreement, that he, she or it is
correctly and in all respects described by the category or categories set forth
directly next to which the Subscriber has marked below.


 


[MARK BELOW THE CATEGORY OR CATEGORIES WHICH
DESCRIBES YOU]


 


1.                          The Subscriber (or if the Subscriber
is acting on behalf of a principal, then the principal for whom the Subscriber
is acting) satisfies one or more of the Categories indicated below (please
place an “X” on the appropriate category):


 


	
  (a)

  	
   

  	
  o

  	
   

  	
  a bank as
  defined in Section 3(a)(2) of the U.S. Securities Act whether
  acting in its individual or fiduciary capacity; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  o

  	
   

  	
  a savings and loan association or other institution as defined in
  Section 3(a)(5)(A) of the U.S. Securities Act, whether acting in its
  individual or fiduciary capacity; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  o

  	
   

  	
  a broker or dealer registered pursuant to Section 15 of the U.S.
  Exchange Act; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
  o

  	
   

  	
  an insurance company as defined in Section 2(13) of the U.S.
  Securities Act; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (e)

  	
   

  	
  o

  	
   

  	
  an investment company registered under the U.S. Investment Company
  Act of 1940; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (f)

  	
   

  	
  o

  	
   

  	
  a business development company as defined in Section 2(a)(48) of
  the U.S. Investment Company Act of 1940; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (g)

  	
   

  	
  o

  	
   

  	
  a Small Business Investment Company licensed by the U.S. Small
  Business Administration under Section 301(c) or (d) of the
  U.S. Small Business Investment Act of 1958; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (h)

  	
   

  	
  o

  	
   

  	
  an employee benefit plan within the meaning of the U.S. 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 US$5,000,000, or, if a self-directed plan, with investment
  decisions made solely by persons that are “accredited investors” as defined
  in Rule 501(a) under the U.S. Securities Act; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (i)

  	
   

  	
  o

  	
   

  	
  a private business development company as defined in
  Section 202(a)(22) of the U.S. Investment Advisers Act of 1940; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (j)

  	
   

  	
  o

  	
   

  	
  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, not formed for the specific purpose of acquiring the
  Notes, with total assets in excess of US$5,000,000; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (k)

  	
   

  	
  o

  	
   

  	
  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 US$5,000,000; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (l)

  	
   

  	
  o

  	
   

  	
  a director, executive officer or general partner of the issuer of the
  securities being offered or sold, or any director, executive officer or
  general partner of a general partner of that issuer; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (m)

  	
   

  	
  o

  	
   

  	
  a natural person whose individual net worth, or joint net worth with
  that person’s spouse, at the time of his purchase exceeds US$1,000,000; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (n)

  	
   

  	
  o

  	
   

  	
  a natural person who had an individual income in excess of US$200,000
  in each of the two most recent years or joint income with that person’s
  spouse in excess of US$300,000 in each of those years and has a reasonable
  expectation of reaching the same income level in the current year; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (o)

  	
   

  	
  o

  	
   

  	
  a trust, with total assets in excess of US$5,000,000, not formed for
  the specific purpose of acquiring the Notes, whose purchase is directed by a
  sophisticated person as described in Rule 506(b)(2)(ii) under the
  U.S. Securities Act; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (p)

  	
   

  	
  o

  	
   

  	
  an entity in which all of the equity owners meet one or more of the
  categories set forth above.

  



 


2.                        The undersigned, if a purchaser
representative, is making the above statement based on personal knowledge of
the Subscriber’s financial situation and has reviewed personal financial
documentation with an accountant, financial advisor or other financial
professional, if necessary, to determine that the above statement is true;


 


3.                        The Subscriber understands that the
Corporation is relying on this certificate as evidence of the Subscriber’s
status as an “accredited investor” as defined in Rule 501(a) of
Regulation D and further understands that the Corporation may, in its sole
discretion, require the Subscriber to execute a new and separate certificate
each time the Subscriber subscribes for additional Notes.


 


	
  DATED                               ,
  2008

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of
  Subscriber  (please print)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
      Authorized Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Official
  Capacity or Title, if any  (please
  print)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Authorized Signing
  Authority

  	
   

  	
   

  



 


2