Exhibit 10.2


 


GLOBAL RESOURCE INVESTMENTS LTD.


7770 El Camino
Real


Carlsbad,
California 92009


 


QUEST SECURITIES CORPORATION


Suite 3110, 77 King Street West, Royal
Trust Tower


Toronto, Ontario, M5K 1H1


 


September 9, 2005


 


Vista Gold Corp.


Suite 5, 7961 Shaffer Parkway


Littleton, Colorado 80127


 


Attention:  Mr. Michael B. Richings, President


 


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


 


Further to our recent conversations, this
letter agreement (the “Letter Agreement”) will confirm our various discussions
and, when executed, will constitute a legally binding agreement for the payment
by Vista Gold Corp. (the “Company”) to each of Global Resource Investments Ltd.
(“Global”) and Quest Securities Corporation (“Quest” and together with Global,
each a “Finder” and together the “Finders”) a finder’s fee (each a “Finder’s
Fee” and together the “Finders’ Fees”) in connection with the proposed private
placement by the Company (the “Financing”) of units (the “Units”) comprised of
one Share and one Warrant, in respect of persons introduced by either Finder to
the Company, or associates or affiliates of such persons (the “Investors”).  Capitalized terms not defined herein have the
meanings given them in the Subscription Agreement of approximate even date
between the Company and the Purchasers named therein.


 


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


 


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


 


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


 


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


 


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


 





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Yours truly,


 


 


	
  GLOBAL RESOURCE INVESTMENTS
  LTD.

  	
  QUEST SECURITIES CORPORATION

  
	
  Per:

  	
  /s/ Jeffrey Howard

  	
   

  	
  Per:

  	
  /s/ Robert Pollock

  	
   

  
	
  Jeffrey Howard, Chief Executive Officer

  	
  Robert Pollock, Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
								



 


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The foregoing terms are hereby acknowledged
and agreed to,


this 9th day of September, 2005.


 


	
  VISTA GOLD CORP.

  
	
  Per:

  	
  /s/ Gregory G. Marlier

  	
   

  
	
  Gregory G. Marlier, Chief Financial
  Officer

  
	
   

  	
   

  
				



 


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


 


TERM
SHEET


For
private placement of units of Vista Gold Corp.


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


 


Finders


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


 


Proceeds


Maximum
allowable without shareholder approval (see attached spreadsheet).


 


Placees


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


 


Structure


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


 


Warrant Trigger


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


 


Closing Date


As soon as
practicable.


 


Registration


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


 


Finder’s fees


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


 


Dated as of August 25,
2005.


 


	
  Global
  Resource Investments Ltd.

  	
  Quest
  Securities Corp.

  	
  Vista
  Gold Corp.

  
	
   

  	
   

  	
   

  
	
  /s/
  Arthur Richards Rule

  	
   

  	
  /s/
  Robert Pollock

  	
   

  	
  /s/
  Gregory G. Marlier

  	
   

  
	
  Signature

  	
  Signature

  	
  Signature

  
	
   

  	
   

  	
   

  
	
  President,
  Rule Investments, Inc.,

  	
   

  	
   

  
	
  General
  Partner

  	
   

  	
  Senior
  Vice President 

  	
   

  	
  Chief
  Financial Officer

  	
   

  
	
  Title

  	
  Title

  	
  Title