Exhibit 10.3


 


INDEMNITY


 


In
accordance with a Finders’ Fee agreement (the “Agreement”) dated for reference September 9,
2005 between (i) VISTA GOLD CORP. (the “Company”) and (ii) GLOBAL
RESOURCE INVESTMENTS LTD. and QUEST SECURITIES CORPORATION (each, a “Finder”
and together, the “Finders”), the Company agrees as follows:


 


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


 


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


 


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


 


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


 





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


 


	
  VISTA GOLD CORP.

  
	
   

  
	
   

  
	
  /s/
  Gregory G. Marlier

  	
   

  
	
  Authorized
  Signatory

  
	
  Gregory
  G. Marlier, Chief Financial Officer

  
	
   

  
	
  GLOBAL RESOURCE INVESTMENTS LTD.

  
	
   

  
	
  /s/
  Jeffrey Howard

  	
   

  
	
  Authorized
  Signatory

  
	
  Jeffrey
  Howard, Chief Executive Officer

  
	
   

  
	
  QUEST SECURITIES CORPORATION

  
	
   

  
	
  /s/
  Robert Pollock

  	
   

  
	
  Authorized
  Signatory

  
	
  Robert
  Pollock, Senior Vice President

  



 


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