Exhibit 10.1


 


AGENCY
AGREEMENT


 


THIS AGREEMENT dated February     , 2008, is made


 


BETWEEN


 


VISTA GOLD CORP., a company continued under the Yukon Business Corporations Act (Yukon Territory)
and has its head office located at 7961 Shaffer Parkway, Suite 5, Littleton, CO 80127  U.S.A.


 


(the “Issuer”);


 


AND


 


CASIMIR CAPITAL L.P. of 489 Fifth Avenue, Second
Floor, New York, NY 10017  U.S.A.


 


(the “Agent”).


 


WHEREAS:


 


A.            The Issuer wishes to privately place with purchasers up to 30,000 Notes (as defined below) with an
over-allotment option, to be exercised at the sole discretion of the Agent to
sell an additional 2,000 Notes  at
a price of US$1,000 per Note (or any integral multiple thereof);


 


B.            The Issuer wishes to
appoint the Agent to offer the Notes for sale by way of private placement, and
the Agent is willing to accept such appointment on the terms and conditions of
this Agreement;


 


THE PARTIES to this Agreement therefore agree:


 


1.             DEFINITIONS


 


1.1           In this Agreement and the
Recitals hereto:


 


	
  (a)

  	
   

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

  
	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  “Affiliate”
  means any body corporate directly or indirectly controlling, controlled by or
  under direct or indirect common control of the Issuer. For the purposes of
  this Agreement, the Issuer controls another body corporate or is controlled
  by another body corporate, if the Issuer or the other body corporate holds
  more than 50% of the voting shares of the other body corporate or the Issuer,
  as applicable;

  
	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  “Agent
  Introduced Parties” means the Accredited Investors introduced to
  the Issuer by the Agent for the purposes of participating in the Private
  Placement listed in Schedule “B”;

  



 

















 


	
  (d)

  	
   

  	
  “Agent’s
  Fee” means the fee which is set out in Section 4 of this
  Agreement and which is payable by the Issuer to the Agent in consideration of
  the services performed by the Agent under this Agreement;

  
	
   

  	
   

  	
   

  
	
  (e)

  	
   

  	
  “Agent’s
  Common Share Purchase Warrants” means the share purchase warrants
  of the Issuer which have the terms provided in the certificates representing
  such share purchase warrants;

  
	
   

  	
   

  	
   

  
	
  (f)

  	
   

  	
  “Agent’s
  Warrant Shares” means the previously unissued Common Shares, which
  will be issued upon the exercise of the Agent’s Common Share Purchase
  Warrants;

  
	
   

  	
   

  	
   

  
	
  (g)

  	
   

  	
  “AMEX”
  means the American Stock Exchange;

  
	
   

  	
   

  	
   

  
	
  (h)

  	
   

  	
  “Applicable
  Legislation” means the securities acts in the Selling
  Jurisdictions, together with all the regulations and rules made and
  promulgated thereunder and all administrative policy statements, instruments,
  blanket orders and rulings, notices and administrative directions issued by
  the Commissions;

  
	
   

  	
   

  	
   

  
	
  (i)

  	
   

  	
  “Closing”
  means a day or days on which Notes are issued to the Purchasers;

  
	
   

  	
   

  	
   

  
	
  (j)

  	
   

  	
  “Commissions”
  means the securities commission or equivalent regulatory authority in the
  Selling Jurisdictions;

  
	
   

  	
   

  	
   

  
	
  (k)

  	
   

  	
  “Common
  Shares” means common shares in the capital of the Issuer;

  
	
   

  	
   

  	
   

  
	
  (l)

  	
   

  	
  “Directed
  Selling Efforts” means “directed selling efforts” as that term is
  defined in Regulation S. Without limiting the foregoing, but for greater
  clarity, it means, subject to the exclusions from the definition of directed
  selling efforts contained in Regulation S, any activity undertaken for the
  purpose of, or that could reasonably be expected to have the effect of,
  conditioning the market in the United States for any of the Securities and
  includes the placement of any advertisement in a publication with a general
  circulation in the United States that refers to the offering of any of the
  Securities;

  
	
   

  	
   

  	
   

  
	
  (m)

  	
   

  	
  “Disclosure
  Record” means the Issuer’s annual reports, financial statements, annual information
  forms, information circulars, material change reports, technical reports,
  press releases and any and all other documents filed by the Issuer on SEDAR or EDGAR on or before the date hereof;

  
	
   

  	
   

  	
   

  
	
  (n)

  	
   

  	
  “Exchanges”
  means the TSX and the AMEX;

  
	
   

  	
   

  	
   

  
	
  (o)

  	
   

  	
  “Exchange
  Policies” means the rules and policies of the Exchanges;

  
	
   

  	
   

  	
   

  
	
  (p)

  	
   

  	
  “Exemptions”
  means the exemptions from the prospectus delivery requirements of the
  Applicable Legislation and the exemption from the registration requirement
  under the U.S. Securities Act available under Rule 506 of Regulation D
  and similar exemptions from registration available under application state
  securities laws;

  



 


2

















	
   

  	
   

  	
   

  
	
  (q)

  	
   

  	
  “General
  Solicitation” and “General
  Advertising” mean “general solicitation” and “general
  advertising”, respectively, as used under Rule 502(c) under the
  U.S. Securities Act, including, but not limited to, advertisements, articles,
  notices or other communications published in any newspaper, magazine or
  similar media or on the internet or broadcast over radio, television,
  electronic display (including the internet) or any seminar or meeting whose
  attendees had been invited by general solicitation or general advertising;

  
	
   

  	
   

  	
   

  
	
  (r)

  	
   

  	
  “Material
  Adverse Effect” means any change, fact, event, circumstance or
  state of being which could reasonably be expected to have a material and
  adverse effect (actual or anticipated, whether financial or otherwise) on the
  business, affairs or operations (financial or otherwise) on the Issuer;

  
	
   

  	
   

  	
   

  
	
  (s)

  	
   

  	
  “Material
  Change” has the meaning defined in the Applicable Legislation;

  
	
   

  	
   

  	
   

  
	
  (t)

  	
   

  	
  “Material
  Fact” has the meaning defined in the Applicable Legislation;

  
	
   

  	
   

  	
   

  
	
  (u)

  	
   

  	
  “NI
  45-102” means National Instrument 45-102 Resale of Securities or any successor
  instrument promulgated by the Commissions;

  
	
   

  	
   

  	
   

  
	
  (v)

  	
   

  	
  “Notes”
  means a 10% senior secured note of the Issuer in the principal amount of
  US$1,000 (or any integral multiple thereof), issued
  pursuant to and shall have the terms and conditions more particularly
  described in the Senior Secured Note Indenture;

  
	
   

  	
   

  	
   

  
	
  (w)

  	
   

  	
  “Note
  Shares” means the common shares of the Issuer issuable upon
  conversion of the Note;

  
	
   

  	
   

  	
   

  
	
  (x)

  	
   

  	
  “Permits”
  means the material permits and material licences as applicable in respect of
  each Property as disclosed in the Disclosure Record;

  
	
   

  	
   

  	
   

  
	
  (y)

  	
   

  	
  “Private
  Placement” means the offering of the Notes on the terms and
  conditions of this Agreement;

  
	
   

  	
   

  	
   

  
	
  (z)

  	
   

  	
  “Properties”
  has the meaning set forth in section 16.1(h);

  
	
   

  	
   

  	
   

  
	
  (aa)

  	
   

  	
  “Purchasers”
  means the purchasers of Notes pursuant to the Private Placement;

  
	
   

  	
   

  	
   

  
	
  (bb)

  	
   

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

  
	
   

  	
   

  	
   

  
	
  (cc)

  	
   

  	
  “Regulation
  M” means Regulation M promulgated by the SEC under the U.S.
  Exchange Act;

  
	
   

  	
   

  	
   

  
	
  (dd)

  	
   

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

  
	
   

  	
   

  	
   

  
	
  (ee)

  	
   

  	
  “Regulatory
  Authorities” means the Commissions and the Exchanges;

  
	
   

  	
   

  	
   

  
	
  (ff)

  	
   

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

  



 


3

















 


	
  (gg)

  	
   

  	
  “Securities”
  means the Notes, the Note Shares, the Agent’s Common Share Purchase Warrants
  and the Agent’s Warrant Shares;

  
	
   

  	
   

  	
   

  
	
  (hh)

  	
   

  	
  “Selling
  Jurisdictions” means such jurisdictions as may be agreed to by the Issuer and the Agent;

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  “Senior
  Secured Note Indenture” means the Senior Secured Note Indenture
  entered into on the date hereof between the Issuer and HSBC Bank USA, N.A.,
  in its capacity as trustee for the holders of Notes;

  
	
   

  	
   

  	
   

  
	
  (jj)

  	
   

  	
  “TSX”
  means the Toronto Stock Exchange;

  
	
   

  	
   

  	
   

  
	
  (kk)

  	
   

  	
  “United
  States” means the United States of America, its territories and
  possessions, any state of the United States and the District of Columbia;

  
	
   

  	
   

  	
   

  
	
  (ll)

  	
   

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

  
	
   

  	
   

  	
   

  
	
  (mm)

  	
   

  	
  “U.S.
  Person” means “U.S. person” as defined in Rule 902 of
  Regulation S; and

  
	
   

  	
   

  	
   

  
	
  (nn)

  	
   

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

  



 


2.             APPOINTMENT OF AGENT


 


2.1           The Issuer appoints the Agent as its non-exclusive agent and the
Agent accepts the appointment and agrees to act as the non-exclusive agent of
the Issuer to offer for sale up to 30,000 Notes, at a price of US$1,000 per
Note by way of private placement under the Exemptions on a commercially
reasonable best efforts agency basis subject to an over-allotment option, to be
exercised at the sole discretion of the Agent to sell up to an additional 2,000
Notes.


 


3.             THE NOTES


 


3.1           Each Note will be issued
and registered in the names of the Purchasers or their nominees.


 


4.             AGENT’S FEE


 


4.1           In consideration of the services performed by the Agent under this
Agreement in respect of the Private Placement, the Issuer agrees to pay to the
Agent on Closing an Agent’s Fee consisting of:


 


(a)                                  a cash payment equal to 4.0% of
the gross proceeds received by the Issuer from the sale of the Notes on such
Closing; and


 


(b)                                 that number of Agent’s Common Share Purchase Warrants which is equal to 4.0% of the number of Note Shares on an
as-converted basis (and, for greater certainty, assuming a conversion price of
US$6.00 per share), calculated based on the number of Notes issued at such
Closing.


 


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4.2           One Agent’s Common Share Purchase Warrant will entitle the holder,
on exercise, to purchase one Agent’s Warrant Share, at a price of US$6.00 per
Agent’s Warrant Share until the close of business on the day which is three (3) years
following the Closing.


 


4.3           The Agent’s Common Share Purchase Warrants will be non-transferable.


 


4.4           The certificates representing the Agent’s Common Share Purchase
Warrants will, among other things, include provisions for the appropriate adjustment
in the class, number and price of the Agent’s Warrant Shares issuable upon
exercise of the Agent’s Common Share Purchase Warrants upon the occurrence of
certain events, including any subdivision, consolidation or reclassification of
the Common Shares, the payment of stock dividends and the amalgamation of the
Issuer.


 


4.5           The Agent acknowledges that none of the Agent’s Common Share
Purchase Warrants and Agent’s Warrant Shares have been or will be registered
under the U.S. Securities Act or the securities laws of any state of the United
States.  The Agent represents and
warrants and covenants as follows to the Issuer: the Agent is an “accredited
investor” as such term is defined in Regulation D and is acquiring the Agent’s
Common Share Purchase Warrants as principal for its own account and not for the
benefit of any other person.


 


5.             FUTURE TRANSACTIONS


 


5.1           During the six (6) months following the date hereof any Agent
Introduced Party purchases securities from the Issuer other than through an
underwritten public offering (or enters into an agreement or letter of intent
with the Issuer during such period of time to purchase securities from the
Issuer which is consummated at any time thereafter), the Issuer shall pay to
the Agent upon the completion of such purchase of securities a cash fee, and
issue to the Agent that number of Agent’s Common Share Purchase Warrants that
would otherwise have been payable to the Agent in accordance with Section 4.1
hereof had such transaction occurred as part of the Private Placement.


 


6.             DUE DILIGENCE


 


6.1           The Issuer will, during normal business hours and following
reasonable prior notice, make available to the Agent and its solicitor all
corporate, financial and operating information and documentation regarding the
Issuer and the Private Placement and will provide access to senior management,
facilities, employees, auditors, legal counsel, consultants and operators of
the Issuer in order to permit the Agent and its solicitor to conduct such due
diligence investigation of the business and affairs of the Issuer which are
reasonably necessary to allow the Agent to perform its services under this
Agreement.


 


7.             OFFERING RESTRICTIONS


 


7.1           Except as set out in Sections 7.2 and Section 8 hereof, the
Agent will only sell the Notes to persons who represent themselves as being:


 


(a)                                  persons purchasing as principal;
and


 


(b)                                 qualified to purchase the Notes
under the Exemptions.


 


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7.2           None of the Issuer, the
Agent, any of its or their respective affiliates, or any person acting on
behalf of the foregoing have made or will make any offer to sell, solicitation
of an offer to buy or sale of any Notes except (i) with respect to offers
and sales to Accredited Investors in reliance upon an exemption from
registration under Rule 506 of Regulation D and in compliance with Section 7
and 8 hereof, (ii) in compliance with applicable laws of each jurisdiction
in which such offers and sales are made, whether in the U.S. or any other
Selling Jurisdiction and (iii) in a manner that will not require the
registration or the filing of a prospectus or offering memorandum with respect
to the Notes under the laws of any jurisdiction.


 


7.3           None of the Agent or its
affiliates, or any person acting on behalf of the foregoing, have engaged or
will engage in any Directed Selling Efforts.


 


7.4           The Private Placement has not been and will not be advertised in any
way.


 


7.5           No selling or promotional expenses will be paid or incurred in
connection with the Private Placement, except for professional services or for
services performed by a registered dealer.


 


8.             U.S. LAW


 


8.1           Representations of the Issuer Regarding U.S. Securities Laws


 


The Issuer represents, warrants, covenants and agrees that:


 


(a)                                  it is not, as a result of the
sale of the Notes will not be, and, for so long as any Notes are outstanding,
agrees not to become, registered or required to register as an “investment
company” under the United States Investment Company Act of 1940, as amended;


 


(b)                                 during the period in which the
Notes are offered for sale none of it, its affiliates, or any person acting on
its or their behalf (excluding the Agent, its respective affiliates or any
person acting on its or their behalf, in respect of which no representation is
made) has made or will make any Directed Selling Efforts, or has taken or will
take any action in violation of Regulation M or has taken or will take any
action that would cause the exemption from registration under Rule 506 of
Regulation D to be unavailable for offers and sales of the Notes pursuant to
this Agreement;


 


(c)                                  none of the Issuer, any of its
affiliates or any person acting on its or their behalf (other than the Agent,
their respective affiliates or any person acting on its or their behalf, in
respect of which no representation is made) has offered or will offer to sell,
or has solicited or will solicit offers to buy, any of the Notes by means of
any form of General Solicitation or General Advertising
or in any other manner involving a public offering within the meaning of Section 4(2) of
the U.S. Securities Act;


 


(d)                                 the Issuer has not, for a period
of six months prior to the commencement of the offering of Notes, sold, offered
for sale or solicited any offer to buy any of its securities in a manner that
would be integrated with the offer and sale of the 


 


6

















 


Notes
pursuant to this Agreement, would cause the exemption from registration set
forth in Rule 506 of Regulation D to become unavailable with respect to
the offer and sale of the Notes pursuant to this Agreement; and


 


(e)                                  neither the Issuer nor any of its
predecessors or affiliates has been subject to any order, judgment, or decree
of any court of competent jurisdiction temporarily, preliminarily or permanently
enjoining such person for failure to comply with Rule 503 of Regulation D.


 


8.2           Representations
of the Agent Regarding U.S. Securities Laws


 


The Agent acknowledges that the Securities have not been registered
under the U.S. Securities Act or applicable state securities laws and may not
be offered, except to Accredited Investors; and only pursuant to Rule 506
of Regulation D. Accordingly, the Agent, on its own behalf and on behalf of its
affiliates, represents, warrants and covenants to the Issuer that, with respect
to each offer of Notes, it has offered and will offer the Notes to offerees
only in the following manner:


 


(a)                                  the Agent will offer the Notes in
the United States and to, or for the account or benefit of, U.S. Persons, only
through the Agent, which is a broker dealer registered pursuant to Section 15(b) of
the U.S. Exchange Act and in good standing with the Financial Industry
Regulatory Authority (“FINRA”),
and only in compliance with all applicable U.S. federal and state laws and
regulations governing the conduct of broker dealers, in states of the United
States where the Agent is registered, or otherwise exempt from registration;


 


(b)                                 no form of General Solicitation
or General Advertising has been or will be used by the Agent, its affiliates or
anyone acting on its or their behalf in connection with the offer of the Notes and no offers will be made in any manner involving a public offering
within the meaning of Section 4(2) of the U.S. Securities Act;


 


(c)                                  any offer or solicitation of an
offer to buy Notes by the Agent, its affiliates and persons acting on behalf of
any of them that has been made or will be made pursuant to the Private
Placement, was or will be made only to persons who are, or are reasonably
believed to be, Accredited Investors, and in transactions that are exempt from
registration under the U.S. Securities Act under Rule 506 of Regulation D
and similar exemptions from registration under applicable state securities laws
and require no filings or actions pre-offer or pre-sale except as otherwise
agreed by the Issuer;


 


(d)                                 it has not entered and will not
enter into any contractual arrangement with respect to the distribution of the
Notes, except with its affiliates or with the prior written consent of the
Issuer.  It shall require each selling
group member to agree in writing, to comply with, and shall use its best
efforts to ensure that each selling group member complies with the same
provisions of this Section 8.2 as apply to such Agent as if such
provisions applied to such selling group member;


 


7

















 


(e)                                  none of the Agent, its affiliates
or any person acting on their behalf will use any written material on
connection with the offer of sale of the Notes, other than the subscription
agreement in the form agreed upon by the Agent and the Issuer;


 


(f)                                    immediately prior to soliciting
any prospective Purchaser or person acting on behalf of such Purchaser, the
Agent, its affiliates, and any person acting on its or their behalf, had reasonable
grounds to believe and did believe that each such prospective Purchaser was an
Accredited Investor, and at the time of completion of each sale to, or for the
benefit or account of each Purchaser, the Agent, its respective affiliates, and
any person acting on its or their behalf will have reasonable grounds to
believe and will believe, that each such Purchaser is an Accredited Investor;


 


(g)                                 the Agent may offer the Notes
only to offerees with respect to which the Agent has a pre-existing
relationship such that the Agent is in a position to determine that the
offeree, or beneficial purchaser, if any, for whom the offeree is acting as
trustee or agent, has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of its investment
in the Notes;


 


(h)                                 prior to the sale of Notes to any
Purchaser, the Agent will inform all purchasers of the Notes that neither the
Notes nor the securities issuable upon conversion thereof have been or will be
registered under the U.S. Securities Act or applicable state securities laws
and are being offered and sold to them without registration under the U.S.
Securities Act in reliance on Rule 506 of Regulation D and in reliance
upon similar exemptions from registration available under applicable state
securities laws;


 


(i)                                     on Closing, the Agent will
provide a certificate, substantially in the form of Appendix I, relating to the
manner of the offer and sale of the Notes;


 


(j)                                     none of the Agent, its respective
affiliates, or any person acting on their behalf, has taken or will take,
directly or indirectly, any action in violation of Regulation M with respect to
the offering of the Notes;


 


(k)                                  prior to completion of any sale
of Notes, the Agent shall cause each Purchaser of Notes to execute a
subscription agreement in the form agreed upon by the Agent and the Issuer,
including a properly and duly completed U.S. Accredited Investor Status
Certificate;


 


(l)                                     the Agent shall provide the
Issuer with a list of all Purchasers in the United States, who are U.S. Persons
or who were offered Notes in the United States, so as to assist the Issuer in
satisfying their obligations under Section 10.5 and to permit the Issuer
to submit any and all filings required pursuant to the U.S. Securities Act and
applicable state laws; and


 


(m)                               the representations and
warranties and covenants of the Agent contained in this Section 8.2 shall
be true and correct as of the Closing, with the same force and effect as if
then made by the Agent.


 


8

















 


9.             SUBSCRIPTIONS


 


9.1           The Agent will obtain from
each Purchaser, and deliver to the Issuer, on or before Closing duly completed
and signed subscriptions in the form consented to by the Issuer and the Agent
and executed by the Purchaser.


 


10.          FILINGS WITH THE REGULATORY
AUTHORITIES


 


10.1         The Issuer will forthwith give to the Exchanges written notice of
the terms of this Agreement and the proposed Private Placement and all other
information required by the Exchange Policies (the “Notices”).


 


10.2         The Issuer will forthwith on receipt provide the Agent and its
solicitor with a copy of the preliminary and final letters of acceptance of the
Notices from the Exchanges; provided, however that the Agent acknowledges that
with respect to AMEX, only a Final Letter of approval will be issued and
provided accordingly.


 


10.3         The Issuer will file all required documents, pay all required filing
fees and use all reasonable commercial efforts to undertake any other actions
required by the Exchange Policies in order to obtain the approval of the
Exchanges to the Private Placement.


 


10.4         Upon Closing, the Issuer will give the Exchanges immediate notice in
writing of such fact.


 


10.5         Within fifteen (15) days of the Closing where any Purchasers in the
United States or who are U.S. Persons purchase Notes, the Issuer shall file a
notice in Form D with the SEC and any applicable state securities
commissions, if required.


 


11.          CLOSING


 


11.1         In this Section:


 


(a)                                  “Certificates” means the certificates representing the Notes
and Agent’s Common Share Purchase Warrants to be issued on Closing, in the
names and denominations reasonably requested by the Agent or the Purchasers, as
the case may be; and


 


(b)                                 “Proceeds” means the gross proceeds of the sale of Notes on
Closing, less:


 


(i)                                     any portion of the Agent’s Fee
which is payable in cash;


 


(ii)                                  subject to Section 17, the
reasonable expenses of the Agent in connection with the Private Placement which
have not been paid by the Issuer.


 


11.2         If the Agent has satisfied all its
material obligations under the Agreement, the Issuer
will, on Closing, issue and deliver the Certificates to the Agent against
payment of the Proceeds.


 


11.3         If the Issuer has satisfied all of its material obligations under
this Agreement, the Agent will, on Closing, pay the Proceeds to the Issuer
against delivery of the Certificates.


 


9


















 


11.4                          The
Issuer will endorse the Certificates with such legends as required by the
Applicable Legislation, United States federal or state securities laws and the
Exchange Policies.


 


12.                             CONDITIONS OF CLOSING


 


12.1                          The
obligations of the Agent on Closing will be conditional upon the following:


 


(a)                                on Closing, the Issuer will have delivered to the Agent and its
solicitor a favourable opinion or opinions of the Issuer’s solicitors dated as
of the date of Closing, in a form acceptable to the Agent and its solicitor as
to all legal matters reasonably requested by the Agent relating to the business
of the Issuer and the creation, issuance and sale of the Securities;


 


(b)                                each representation and warranty of the Issuer which is contained in
this Agreement continues to be true, and the Issuer has performed or complied
with all of its covenants, agreements and obligations under this Agreement;


 


(c)                                no Commission has advised the Issuer in writing that its securities are
not eligible for the four month hold period provided for in NI 45-102;


 


(d)                               on Closing, the Issuer will have delivered to the Agent an opinion of
United States counsel, in form reasonably acceptable to the Agent and its
counsel, to the effect that the offer and sale of Notes in the United States,
if completed in compliance with this Agreement, is not required to be
registered under the U.S. Securities Act;


 


(e)                                 on
Closing, the Issuer will deliver a certificate signed on behalf of the Issuer
by any two of the Chief Executive Officer, the Chief Financial Officer and
Secretary of the Issuer addressed to the Agent and to the Purchasers and dated
the day of Closing, in form and content satisfactory to the Agent and its
solicitor, acting reasonably, certifying for and on behalf of the Issuer, that:


 


(i)                                    the articles of
the Issuer attached to the certificate are full, true and correct copies,
unamended, and in effect on the date thereof;


 


(ii)                                 the resolutions
of the Issuer’s board of directors attached to the certificate relating to the
matters in connection with the Private Placement are full, true and correct
copies thereof and have not been modified or rescinded as of the date thereof;


 


(iii)                             no order
ceasing or suspending trading in any securities of the Issuer or prohibiting
the issue and sale of the Securities or any of the Issuer’s issued securities
has been issued or made by any stock exchange, securities commission or
regulatory authority and is continuing and in effect, and no proceedings for
such purpose are pending or, to the knowledge of such officers, threatened;


 


(iv)                             to the best
knowledge of such officers, there has been no Material Change (actual, proposed
or prospective, whether financial or otherwise) in the 


 


10

















 


business, business
prospects, affairs, operations, assets, liabilities (contingent or otherwise)
of or to the capital of the Issuer, or change in a Material Fact, that has not
been generally disclosed pursuant to Section 13.1 hereof;


 


(v)                               the
representations and warranties of the Issuer contained herein are true and
correct as of the Closing with the same force and effect as if made by the
Issuer at the Closing, after giving effect to the transactions contemplated
herein;


 


(vi)                            the Issuer has
complied with all the covenants and satisfied all the terms and conditions of
this Agreement on its part to be complied with or satisfied at or prior to the
Closing; and


 


(vii)                         such other
matters as may be reasonably requested by the Agent, the Agent’s counsel or the
Issuer’s counsel;


 


(f)                                   on
Closing, the Issuer will have entered into and delivered to the Agent and its
solicitor the Senior Secured Note Indenture; and


 


(g)                                 on
Closing, the Issuer will have delivered to the Agent and its solicitor such
other documents relating to the Private Placement or the affairs of the Issuer
as the Agent or its solicitor may reasonably request.


 


12.2                         Closing
and the obligations of the Issuer and the Agent to complete the issue and sale
of the Securities are subject to:


 


(a)                                  receipt of approval of the board of directors of the Issuer in
connection with the Private Placement;


 


(b)                                 on
Closing, the Issuer will have made and/or obtained the necessary filings,
approvals, consents and acceptances to or from the Regulatory Authorities
required to be made or obtained by the Issuer in connection with the Private
Placement prior to the Closing, on terms which are acceptable to the Issuer and
the Agent acting reasonably;


 


(c)                                  the
TSX will have conditionally approved the listing of the Note Shares and the
Agent’s Warrant Shares, subject
only to compliance with the usual conditions of the TSX;


 


(d)                                 the
AMEX will have approved the listing of the Note Shares and the Agent’s Warrant
Shares, subject only to compliance
with the usual conditions of the AMEX; and


 


(e)                                  the removal or partial revocation of any cease trading order or trading
suspension made by any competent authority to the extent necessary to complete
the Private Placement.


 


11





















 


13.                             MATERIAL CHANGES


 


13.1                         The
Issuer agrees that if, between the date of this Agreement and the Closing a
Material Change, or a change in a Material Fact occurs, the Issuer will:


 


(a)                                  as soon as practicable notify the Agent in writing, setting forth the
particulars of such change;


 


(b)                                 as soon as practicable, issue and file with the Regulatory Authorities a
press release that is authorized by a senior officer disclosing the nature and
substance of the change;


 


(c)                                  as soon as practicable file with the Commissions the report required by
the applicable securities legislation and in any event no later than 10 days
after the date on which the change occurs; and


 


(d)                                 provide copies of that press release, when issued, and that report, when
filed, to the Agent and its solicitor.


 


14.                             RESALE RESTRICTIONS


 


14.1                         In
Canada, the Securities will be subject to a four-month and a day hold period in
Canada from Closing in accordance with Applicable Legislation, and certificates
evidencing such Securities will bear a restrictive legend to that effect.


 


14.2                         The
Securities will also be subject to resale limitations in the United States
imposed by the U.S. Securities Act and the applicable state securities laws.


 


15.                             TERMINATION


 


15.1                         The
Agent may terminate its obligations under this Agreement by notice in writing
to the Issuer at any time before the Closing if:


 


(a)                                  there
shall have occurred a Material Change in relation to the Issuer that would have
a Material Adverse Effect or a development relating to the Issuer that would
have a Material Adverse Effect;


 


(b)                                 there is an event, accident, governmental law or regulation or other
occurrence of any nature which, in the opinion of the Agent, acting reasonably
and in good faith, seriously affects or will seriously affect the financial
markets, or the business of the Issuer or the ability of the Agent to perform
its obligations under this Agreement, or a Purchaser’s decision to purchase the
Notes;


 


(c)                                  the Securities cannot, in the opinion of the Agent, acting reasonably
and in good faith, be marketed due to the state of the financial markets, or
the market for the Notes in particular;


 


(d)                                 there shall have
occurred any change in the Applicable Legislation, or any inquiry,
investigation or other proceeding is made or any order is issued under or
pursuant to any statute of Canada or the Selling Jurisdictions or the Exchanges
in 


 


12

















 


relation to the Issuer or any of its
securities (except for any inquiry, investigation or other proceeding or order
based upon activities of the Agent and not upon activities of the Issuer or its
subsidiaries), which, in the opinion of the Agent, prevents or restricts
trading in or the distribution of the Securities or adversely affects or might
reasonably be expected to adversely affect the investment quality or
marketability of the Notes;


 


(e)                                  any order to cease, halt or suspend trading (including an order
prohibiting communications with persons in order to obtain expressions of
interest) in the securities of the Issuer prohibiting or restricting the
Private Placement is made by a competent regulatory authority and that order is
still in effect; or


 


(f)                                    the Issuer is in breach of any material term of this Agreement.


 


15.2                           The
Agent’s obligations hereunder will terminate if the Exchanges do not issue
their final letter of acceptance, subject only to usual post-Closing filings
with the Exchanges, as applicable, of the Private Placement within 90 days of
the date of this Agreement, unless otherwise agreed in writing by the Agent.


 


16.                              WARRANTIES, REPRESENTATIONS AND COVENANTS


 


16.1                          The
Issuer warrants and represents to and covenants with the Agent that:


 


(a)                                  the Issuer and its subsidiaries are valid and subsisting corporations
duly incorporated and in good standing under the laws of the jurisdiction in
which they are incorporated, continued or amalgamated;


 


(b)                                 the Issuer and its subsidiaries are duly registered and licensed to
carry on business in the jurisdictions in which they carry on business or own
property where so required by the laws of that jurisdiction and are not
otherwise precluded from carrying on business or owning property in such
jurisdictions by any other commitment, agreement or document except where
failure to do so would not have a Material Adverse Effect;


 


(c)                                  the Issuer has full corporate power and authority to carry on its
business as now carried on by it and to undertake the Private Placement, and
this Agreement and the Senior Secured Note Indenture are, or will be by the
Closing, duly authorized by all necessary corporate action on the part of the
Issuer and constitute
legal, valid and binding agreements of the Issuer enforceable against the
Issuer in accordance with their respective terms, subject to laws relating to
creditors’ rights generally, the availability of equitable remedies and except
as to rights to indemnify and contribution may be limited by applicable laws;


 


(d)                                 all of the material transactions of the Issuer are promptly and properly
recorded or filed in its books or records and its minute books or records
contain all records of the meetings and proceedings of its directors,
shareholders, and other committees, if such material transactions were required
by Applicable Legislation or the Issuer’s constating documents to have been
approved by directors or shareholders of the Issuer;


 


13

















 


(e)                                 as of the date hereof, the authorized capital of the Issuer consists of
an unlimited number of Common Shares of which [l]
Common Shares are issued and outstanding as fully paid and non-assessable and
no person has any right, agreement or option, present or future, contingent or
absolute, or any right capable of becoming such a right, agreement or option,
for the issue or allotment of any unissued shares in the capital of the Issuer
or its subsidiaries or any other security convertible into or exchangeable for
any such shares, or to require the Issuer or its subsidiaries to purchase,
redeem or otherwise acquire any of the issued and outstanding shares in its
capital other than as disclosed in the Disclosure Record;


 


(f)                                   the Issuer will reserve or set aside sufficient shares in its treasury
to issue the Note Shares and the Agent’s Warrant Shares and upon receipt of the
consideration therefor all such shares will be duly and validly issued as fully
paid and non-assessable;


 


(g)                                 except as qualified by the Disclosure Record, the Issuer or its
subsidiaries is the legal and beneficial owner of and has good and marketable
title to the properties, business and assets or the interests in the
properties, business or assets referred to in the Disclosure Record, all
agreements by which the Issuer holds an interest in a property, business or
assets are in good standing according to their terms and the properties are in
good standing under the applicable laws of the jurisdictions in which they are
situated and all filings and work commitments required to maintain the
properties in good standing have been properly recorded and filed in a timely
manner with the appropriate regulatory body and there are no mortgages, liens,
charges, encumbrances or any other interests in or on such properties other
than as disclosed in the Disclosure Record except where failure to do so would
not have a Material Adverse Effect;


 


(h)                                 the Disclosure Record and all financial, marketing, sales and
operational information provided to the Agent do not contain any
misrepresentations (as such term is defined in the Applicable Legislation) and the
Disclosure Record contains an accurate list of recorded title to mining claims
under the relevant laws described in the Disclosure Record (the “Properties”).  The Properties are the only mineral
properties in which the Issuer has an interest and are held under valid,
subsisting and enforceable title documents sufficient to permit the Issuer to
explore the minerals relating thereto, all such mining claims have been validly
located and recorded in accordance with all applicable laws and are valid and
subsisting, the Issuer has or is in the process of obtaining (and have no
reason to believe they will not obtain in the ordinary course but cannot
represent that they will obtain them) all necessary surface rights, access
rights and other necessary rights and interests relating to the Properties
granting the Issuer the right and ability to explore for minerals, ore and
metals for development purposes as are appropriate in view of the rights and
interest therein of the Issuer with only such exceptions as do not materially
interfere with the use made by the Issuer of the rights or interests so held;


 


14

















 


(i)                                   the financial statements filed with the Commissions or supplied by the
Issuer to the Agent in connection with the Private Placement have been prepared
in accordance with Canadian generally accepted accounting principles, present
fairly, in all material respects, the financial position and all material
liabilities (accrued, absolute, contingent or otherwise) of the Issuer, and its
subsidiaries, as of the date thereof, and there have been no changes not
disclosed in the Disclosure Record which would have a Material Adverse Effect
in the financial position of the Issuer since the date thereof and the business
of the Issuer has been carried on in the usual and ordinary course consistent
with past practice since the date thereof;


 


(j)                                   the auditors of the Issuer who audited the financial statements of the
Issuer for the most recent financial year-end and who provided their audit
report thereon are independent public accountants as required under Applicable
Legislation and there has never been a reportable disagreement (within the
meaning of National Instrument 51-102 Continuous
Disclosure Obligations) with the present auditors of the Issuer;


 


(k)                                the Issuer has complied and will comply fully with the requirements of,
the Applicable Legislation in relation to the issue and trading of its
securities and in all matters relating to the Private Placement, and the issuer
is not currently in default of any filings with the Commissions;


 


(l)                                   except where failure to do so would not have a Material Adverse Effect,
to the knowledge of the Issuer, the Issuer is in compliance with all applicable
laws, regulations and statutes (including all environmental laws and
regulations) in the jurisdictions in which it carries on business and which may
materially affect the Issuer, has not received a notice of non-compliance, nor
knows of, nor has reasonable grounds to know of, any facts that could give rise
to a notice of non-compliance with any such laws, regulations and statutes, and
is not aware of any pending change or contemplated change to any applicable law
or regulation or governmental position that would have a Material Adverse
Effect on the business of the Issuer or the business or legal environment under
which the Issuer operates;


 


(m)                             to the best of its knowledge, the Issuer has not caused or permitted the
release, in any manner whatsoever, of any pollutants, contaminants, chemicals
or industrial toxic or hazardous waste or substances (collectively, the “Hazardous Substances”) on or from any of
its Properties or assets which would have a Material Adverse Effect nor does
the Issuer have any reason to believe that it is potentially responsible for a
clean-up site or corrective action under any applicable laws, statutes,
ordinances, by-laws, regulations, or any orders, directions or decisions
rendered by any government, ministry, department or administrative regulatory
agency relating to the protection of the environment, occupational health and
safety or otherwise relating to dealing with Hazardous Substances;


 


(n)                               there is not presently, and will not be until Closing, any Material
Change or change in any Material Fact relating to the Issuer which has not been
or will not 


 


15

















 


be fully disclosed to the public in
accordance with the Issuer’s obligations under applicable laws;


 


(o)                                 the issue and sale of the Securities by the Issuer and the Agent, as
applicable, and the Issuer’s execution and delivery of the Senior Secured Note
Indenture does not and will not conflict with, and does not and will not result
in a breach of, or constitute a default under (A) any statute, rule or
regulation applicable to the Issuer including, without limitation, the
Applicable Legislation; (B) the constating documents, by-laws or
resolutions of the Issuer which are in effect at the date hereof; (C) any
agreement, debt instrument, mortgage, note, indenture, instrument, lease or
other document to which the Issuer is a party or by which it is bound; or (D) any
judgment, decree or order binding the Issuer or the Properties or assets of the
Issuer;


 


(p)                                 except as disclosed on Schedule A,
neither the Issuer nor any of its subsidiaries is a party to any actions, suits
or proceedings which could have a material adverse effect on the Issuer’s
business or financial condition, and to the best of the Issuer’s knowledge no
such actions, suits or proceedings are contemplated or have been threatened;


 


(q)                                 there are no judgments against the Issuer or any of its subsidiaries
which are unsatisfied, nor are there any consent decrees or injunctions to
which the Issuer or any of its subsidiaries, if any, is subject;


 


(r)                                    the Issuer is a “reporting issuer” in each of the provinces of Canada
and the Yukon Territory, and is a reporting company under the U.S. Exchange
Act, and is not in default of any of the requirements of the Applicable
Legislation or any of the administrative policies or notices of the Regulatory
Authorities;


 


(s)                                  no order ceasing, halting or suspending trading in securities of the
Issuer nor prohibiting the sale of such securities has been issued to and is
outstanding against the Issuer or its directors, officers or promoters and, to
the best of the Issuer’s knowledge, no investigations or proceedings for such
purposes are pending or threatened;


 


(t)                                    the Issuer and its subsidiaries, have filed all federal, provincial,
local and foreign tax returns which are required to be filed, or have requested
extensions thereof, and have paid all taxes required to be paid by them and any
other assessment, fine or penalty levied against them, or any amounts due and
payable to any governmental authority, to the extent that any of the foregoing
is due and payable except where failure to do so would not have a Material
Adverse Effect;


 


(u)                                 the Issuer and its subsidiaries, have established on their books and
records reserves which are adequate for the payment of all taxes not yet due
and payable and there are no liens for taxes on the assets of the Issuer or its
subsidiaries, if any, except for taxes not yet due, and there are no audits of
any of the tax returns of the Issuer or its subsidiaries, which are known by
the Issuer’s management to be pending, and there are no claims which have been
or that to the Issuer’s knowledge may be asserted relating to any such tax
returns which, if determined 


 


16

















 


adversely, would result in the assertion by
any governmental agency of any deficiency which would have a Material Adverse
Effect on the Properties, business or assets of the Issuer or its subsidiaries;


 


(v)                                other than as disclosed in the financial statements of the Issuer, the
Issuer does not have any loans or other indebtedness outstanding which has been
made to any of its shareholders, officers, directors or employees, past or
present, or any person not dealing at “arm’s length” (as such term is used in
the Income Tax Act (Canada));


 


(w)                              the Issuer shall not take any action which would be reasonably expected
to result in the delisting or suspension of its common shares on or from either
of the Exchanges or on or from any stock exchange, market or trading or
quotation facility on which its Common Shares are listed or quoted and the
Issuer shall comply, in all material respects, with the rules and
regulations thereof;


 


(x)                                  other than the Agent, no person or firm acting at the request of the
Issuer is entitled to any brokerage, agency or finder’s fee in connection with
the Private Placement;


 


(y)                                the Issuer has and will have filed and will file all documents that are
required to be filed under the continuous disclosure and other applicable
reporting provisions of the Applicable Legislation (including, without
limitation, National Instrument 43-101), including annual and interim financial
information and annual reports, press releases disclosing Material Changes and
material change reports;


 


(z)                                  the Issuer is not in default of any material term, covenant or condition
under or in respect of any judgement, order, material agreement or instrument
to which it is a party or to which it or any of the properties or assets
thereof are or may be subject, and no event has occurred and is continuing, and
no circumstance exists which has not been waived, which constitutes an “Event
of Default” or a default in respect of any commitment, material agreement,
document or other instrument to which the Issuer is a party or by which it is
otherwise bound entitling any other party thereto to accelerate the maturity of
any amount owing thereunder or which could result in a Material Adverse Effect;


 


(aa)                           the warranties and representations in this Section are true and
correct and will remain so as of Closing;


 


(bb)                         the
Common Shares of the Issuer are listed for trading on the Exchanges and the
Issuer is in compliance with the rules and regulations of such bodies;


 


(cc)                           the
representations and warranties made by the Issuer in this Agreement and in each
other certificate, agreement or other document delivered by the Issuer or any
of its representatives pursuant hereto and the other information furnished to
the Agent by the Issuer or any of its officers and directors did not contain at
the time made or, if set forth herein, does not contain any untrue statement by
the Issuer of a material fact or omit to state any material fact necessary to
make the statements therein or herein, in light of the circumstances under
which they are made, not 


 


17

















 


misleading. 
Except as set forth in the Disclosure Record, there is no fact that the
Company has not disclosed to the Agent 
in writing and of which any of its officers, directors or executive
employees is aware and that has had or would reasonably be expected to have a
Material Adverse Effect; and


 


(dd)                         the
Issuer has not provided or disclosed to the Agent or any Purchaser any material
non-public information about the Issuer.


 


16.2                         The
Agent warrants, represents and covenants to the Issuer that:


 


(a)                                  it holds all registrations or
qualifications (including under the Applicable Legislation) as required to
carry out its obligations hereunder and has observed and will observe all
applicable laws and regulations or similar enactments applicable in respect of
the Private Placement in each of the jurisdictions in which it may offer or
sell the Notes;


 


(b)                                 the Agent will, and
will establish reasonable procedures to, hold in confidence all information
received by it from the Issuer which has not been generally disclosed to the
public, will not use such information other than for purposes of the Private
Placement and will not knowingly disclose such information, except as required
in its opinion, acting reasonably, to discharge its obligations (a) under
this Agreement; or (b) under applicable law or regulatory policy;


 


(c)                                  the Agent is a
valid and subsisting partnership, properly formed under its jurisdiction of
creation and has the power and capacity to carry out its obligations under this
Agreement and this Agreement has been duly authorized, executed and delivered
by the Agent and is a valid and binding Agreement of the Agent enforceable
against it in accordance with its terms;


 


(d)                                 it will offer the Notes in compliance with the terms and conditions of
this Agreement and the Applicable Legislation, including United States federal
and state securities laws;


 


(e)                                  it will not make available to prospective Purchasers of Notes any
document or material that would constitute an offering memorandum, preliminary
prospectus or prospectus, as applicable, as defined under the Applicable
Legislation, including the United States federal and state securities laws nor
will it conduct its activities so as to require registration or the filing of a
prospectus or offering memorandum under the laws of any jurisdiction and will
cause similar covenants to be contained in any agreement with any selling firms
in connection with the Private Placement;


 


(f)                                    it will not trade in Notes or otherwise do any act in
furtherance of a trade of Notes outside of the Selling Jurisdictions, except as
contemplated in the Subscription Agreements, this Agreement or otherwise with
the prior consent of the Issuer, not to be unreasonably withheld;


 


(g)                                 it will not engage in any General Solicitation or General Advertising
and accordingly will not advertise the proposed sale of the Notes in printed
media of


 


18
















 


general and regular paid circulation, or
broadcast over radio or television or otherwise conduct any seminar or meeting
concerning the offer or sale of the Notes where attendees have been invited by
General Solicitation or General Advertising;


 


(h)                                it will not solicit subscriptions
for Notes except in accordance with the terms and conditions of this Agreement;


 


(i)                                    it will obtain from each
Purchaser an executed subscription agreement including a properly and duly
completed U.S. Accredited Investor Status Certificate and such forms as may be
required by the Securities Commissions or other similar regulatory authority or
the Issuer as supplied by the Issuer to the Agent; and


 


(j)                                    it will provide to the Issuer all
necessary information in respect of the Agents and the Purchasers to allow the
Issuer to file, with the Securities Commissions or other similar regulatory
authority, if required, reports of the trades of the Notes in accordance with
Applicable Legislation.


 


17.                              EXPENSES OF AGENT


 


17.1                          The Issuer will pay all of the expenses of the Private Placement and
all the expenses reasonably incurred by the Agent in connection with the
Private Placement including, without limitation, the reasonable fees and
expenses of the solicitor for the Agent.


 


17.2                         The Issuer will pay the expenses referred to in the previous
Subsection if the transactions contemplated by this Agreement are completed or
if the transactions contemplated by this Agreement are not completed due to a
failure of the Issuer to comply with the terms of this Agreement.


 


17.3                         The Agent may, from time to time, render accounts for its expenses
in connection with the Private Placement to the Issuer for payment on or before
the dates set out in the accounts.


 


17.4                         The Issuer authorizes the Agent to deduct its reasonable expenses in
connection with the Private Placement from the proceeds of the Private
Placement and any advance payments made by the Issuer, including expenses for
which an account has not yet been rendered.


 


18.                             INDEMNITY


 


18.1                         The Issuer (the “Indemnitor”)
hereby agrees to indemnify and hold the Agent, and its affiliates, and each of
their directors, officers, employees and agents (hereinafter referred to as the
“Personnel”) harmless from and
against any and all losses (other than loss of profits), fees, claims, actions
(including shareholder actions, derivative actions or otherwise), damages,
obligations, or liabilities, whether joint or several, and will reimburse the
Agent and/or Personnel for all reasonable expenses including the reasonable fees
and expenses of their counsel), that may be incurred in advising with respect
to and/or defending any actual or threatened claims, actions, suits,
investigations or proceedings to which the Agent and/or the Personnel may
become subject or otherwise involved in any capacity under any statute or
common law, or otherwise insofar as such expenses, losses, claims, damages,
liabilities or actions arise out of or are based, directly or indirectly, upon
the performance of professional services rendered to the 


 


19

















 


Indemnitor by
the Agent and the Personnel hereunder, or otherwise in connection with the
matters referred to in this Agreement (including the aggregate amount paid in
reasonable settlement of any such actions, suits, investigations, proceedings
or claims that may be made against the Agent and/or the Personnel, provided
that the Indemnitor has agreed to such settlement), provided, however, that
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:


 


(a)                                  the Agent and/or the Personnel
have been negligent or have committed wilful misconduct or any fraudulent or
illegal act or acted in bad faith in the course of such performance; and


 


(b)                                 the expenses, losses, claims,
damages or liabilities, as to which indemnification is claimed, were directly
caused by the negligence, wilful misconduct, illegality or fraud or bad faith
referred to in Section 18.1(a).


 


18.2                           Without
limiting the generality of the foregoing, this indemnity shall apply to all
expenses (including legal expenses), losses, claims and liabilities that the
Agent may incur as a result of any action or litigation that may be threatened
or brought against the Agent.


 


18.3                           If for any
reason (other than the occurrence of any of the events itemized in Sections
18.1(a) and 18.1(b) above), the foregoing indemnification is
unavailable to the Agent or any Personnel 
held unenforceable, although otherwise applicable in accordance with its
terms then the Indemnitor shall contribute to the amount paid or payable by the
Agent or any Personnel  for which such
indemnification is held unenforceable in such proportion as is appropriate to
reflect not only the relative benefits received by the Indemnitor on the one
hand and the Agent or any Personnel on the other hand but also the relative
fault of the Indemnitor and the Agent or any Personnel, as well as any relevant
equitable considerations; provided that to the extent permitted by applicable
law, in no event shall the Agent and/or Personnel be required to contribute an
aggregate amount in excess of the aggregate fees actually paid to the Agent
under this Agreement.


 


18.4                           The
Indemnitor agrees that in case any legal proceeding shall be brought against
the Indemnitor and/or the Agent by any governmental commission or regulatory
authority or any stock exchange or other entity having regulatory authority,
either domestic or foreign, or shall investigate the Indemnitor and/or the
Agent, and/or any Personnel of the Agent shall be required to testify in
connection therewith or shall be required to respond to procedures designed to
discover information regarding, in connection with, or by reason of the
performance of professional services rendered to the Indemnitor by the Agent,
the Agent shall have the right to employ its own counsel in connection
therewith provided the Agent acts reasonably in selecting such counsel, and the
reasonable fees and expenses of such counsel as well as the reasonable costs
(including an amount to reimburse the Agent for time spent by the Agent’s
Personnel in connection therewith) and out-of-pocket expenses incurred by their
Personnel in connection therewith.


 


18.5                           Promptly
after receipt of notice of the commencement of any legal proceeding against the
Agent or any of the Personnel or after receipt of notice of the commencement or
any investigation, which is based, directly or indirectly, upon any matter in
respect of which indemnification may be sought from the Indemnitor, the Agent
or Personnel, as applicable,  will notify
the Indemnitor in writing of the commencement thereof and, throughout the
course 


 


20

















 


thereof, will
provide copies of all relevant documentation to the Indemnitor, will keep the
Indemnitor advised of the progress thereof and will discuss with the Indemnitor
all significant actions proposed. 
However, the failure by the Agent to notify the Indemnitor will not
relieve the Indemnitor of its obligations to indemnify the Agent and/or any
Personnel except as and to the extent that failure of such timely notice
materially prejudices the Indemnitor. 
The Indemnitor shall, on behalf of itself and the Agent and/or any
Personnel, as applicable, be entitled to (but not required) to assume the
defence of any suit brought to enforce such legal proceeding; provided,
however, that the defence shall be conducted through legal counsel acceptable
to the Agent and/or any Personnel, as applicable, acting reasonably, that no
settlement of any such legal proceeding may be made by the Indemnitor without
the prior written consent of the Agent and/or any Personnel, as applicable, and
none of the Agent and/or any Personnel, as applicable, shall be liable for any settlement
of any such legal proceeding unless it has consented in writing to such
settlement, such consent not to be unreasonably withheld.  In the event, however, that such Agent and/or
Personnel reasonably determines in its judgment that representation by common
counsel would be inappropriate due to actual or potential differing interests
or if the Indemnitor fails to assume the defense of the action, suit,
proceeding or investigation in a timely manner, then such Agent and/or
Personnel may employ separate counsel to represent or defend it in any action,
suit, proceeding or investigation and the Indemnitor will pay the reasonable
fees and disbursements of such counsel; provided, however, that the Indemnitor
will not be required to pay the fees and disbursements of more than one
separate counsel for the Agent and Personnel collectively in any jurisdiction
in any single action or proceeding.  In
any action or proceeding the defense of which the Indemnitor assumes, the Agent
and/or Personnel will have the right to participate in such litigation and to
retain its own counsel at the sole expense of such Agent and/or Personnel.


 


18.6                           The
indemnity and contribution obligations of the Indemnitor shall be in addition
to any liability which the Indemnitor may otherwise have, shall extend upon the
same terms and conditions to the Personnel of the Agent and shall be binding
upon and inure to the benefit of any successors, assigns, heirs and personal
representatives of the Indemnitor, the Agent and any of the Personnel of the
Agent. The foregoing provisions shall survive the completion of professional
services rendered under this Agreement or any termination of this Agreement.


 


19.                               ASSIGNMENT AND SELLING GROUP
PARTICIPATION


 


19.1                           The Agent
will not assign this Agreement or any of its rights or obligations under this
Agreement or, with respect to the Securities, enter into any agreement in the
nature of an option or a sub-option unless and until, for each intended
transaction, the Agent has obtained the prior written consent of the Issuer,
and any required notice has been given to and accepted by the Regulatory
Authorities.


 


19.2                           The Agent
may offer selling group participation in the normal course of the brokerage
business to selling groups of other licensed dealers, brokers and investments
dealers, who may or who may not be offered part of the Agent’s Fee.


 


20.                               NOTICE


 


20.1                           Any notice
under this Agreement will be given in writing and must be delivered or sent by
facsimile transmission to the party to which notice is to be given at the
address indicated above, or at another address designated by the party in
writing.


 


21

















 


20.2         If
notice is sent by facsimile transmission or is delivered, it will be deemed to
have been given at the time of transmission or delivery.


 


21.          TIME


 


21.1         Time is
of the essence of this Agreement.


 


22.          SURVIVAL OF REPRESENTATIONS AND
WARRANTIES


 


22.1         The representations, warranties, covenants and indemnities of the
Issuer and the Agent contained in this Agreement will survive Closing for a
period of two years.


 


23.          LANGUAGE


 


23.1         This
Agreement is to be read with all changes in gender or number as required by the
context.


 


24.          ENUREMENT


 


24.1         This
Agreement enures to the benefit of and is binding on the parties to this
Agreement and their successors and permitted assigns.


 


25.          CURRENCY


 


25.1         All
references in this Agreement to dollars, unless otherwise specifically
indicated, are expressed in United States currency.


 


26.          HEADINGS


 


26.1         The
headings in this Agreement are for convenience of reference only and do not
affect the interpretation of this Agreement.


 


27.          ENTIRE AGREEMENT


 


27.1         This
Agreement constitutes the entire agreement and supersedes any other previous
agreements between the parties and there are no other terms, conditions,
representations or warranties whether express, implied, oral or written by the
Issuer or the Agent.


 


28.          COUNTERPARTS


 


28.1         This
Agreement may be executed in two or more counterparts and may be delivered by
facsimile or other electronic transmission, each of which will be deemed to be
an original and all of which will constitute one agreement, effective as of the
reference date given above.


 


29.          LAW


 


29.1         This
Agreement is governed by the law of the province of British Columbia, and the
parties hereto irrevocably attorn and submit to the jurisdiction of the courts
of the province of British Columbia with respect to any dispute related to this
Agreement.


 


22

















 


This document was executed and
delivered as of the date given above:


 


 


	
   

  	
   

  	
  VISTA GOLD CORP.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Per:

  	
   

  



 


 


 


	
   

  	
   

  	
  CASIMIR
  CAPITAL L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Per:

  	
   

  
	
   

  	
   

  	
   

  	
  Richard Sands 

  Chief Executive Officer

  



 


23

















 


APPENDIX I


 


AGENT’S
CERTIFICATE


 


In connection with the private
placement of Notes of Vista Gold Corp. (the “Issuer”)
pursuant to the agency agreement dated for reference February       ,
2008 (the “Agency Agreement”)
between the Issuer and Casimir Capital L.P. (the “Agent”), the undersigned Agent does hereby certify as follows:


 


(a)                                 the Notes have been offered and
sold in the United States only through the Agent, which was on the dates of
such offers and sales, and is on the date hereof, a duly registered broker or
dealer pursuant to Section 15(b) of the U.S. Exchange Act and under
the securities laws of each state in which such offers and sales were made
(unless exempted from the respective state’s broker dealer registration
requirements) and was and is a member in good standing with FINRA and is in
good standing with the SEC;


 


(b)                                all offers and sales of Notes in
the United States or to, or for the benefit or account of, U.S. Persons have
been effected through the Agent in accordance with all applicable federal and
states laws and regulations governing the registration and conduct of
securities brokers and dealers;


 


(c)                                 each offeree that was in the
United States, or was acting for the benefit or account of, a U.S. Person or a
person in the United States, was provided with a copy of the subscription
agreement in the form agreed between the Issuer and the Agent relating to the
offering of the Notes (“Subscription
Agreement”) and we have not used any other written materials in
connection with the offer or sale of the Notes;


 


(d)                                immediately prior to transmitting
the Subscription Agreement to such offerees, we had reasonable grounds to
believe and did believe that each such offeree was an Accredited Investor and,
on the date hereof, we have reasonable grounds to believe and do believe that
each Purchaser that we have arranged to purchase Notes from the Issuer is an
Accredited Investor;


 


(e)                                 no form of General Solicitation
or General Advertising was used by us, in connection with the offer or sale of
the Notes and no offers were made in any manner involving a public offering
within the meaning of Section 4(2) of the U.S. Securities Act;


 


(f)                                   the offering of the Notes has
been conducted in accordance with the terms of the Agency Agreement; and


 


(g)                                prior to completion of any sale
of Notes, we caused each such Purchaser to execute a Subscription Agreement,
including a properly and duly completed U.S. Accredited Investor Status
Certificate.


 


Terms used in this certificate
have the meanings given to them in the Agency Agreement, unless otherwise
defined herein.


 

















 


Dated this [l] day of February 2008.


 


 


	
   

  	
  CASIMIR
  CAPITAL L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  



 


2

















 


[Schedule A]


 

















 


[Schedule B]