Exhibit 10.4


 


SUBSCRIPTION
AGREEMENT


 


A completed
and originally executed copy of this Subscription Agreement, the Confirmation
of Status as U.S. “Accredited Investor” attached as Schedule ”A” and if
the Purchaser is a resident of any Canadian jurisdiction, the Confirmation of
Status as Canadian “Accredited Investor” attached as Schedule ”B”, must be
delivered by no later than 4:30 p.m. (Vancouver time) on September 21,
2005 to:


 


Global Resource Investments Ltd.

7770 El
Camino Real


Carlsbad, CA 92009


Attention: 
Gretchen Carter

Fax: 
(760) 943-3940


Phone: 
(760) 943-3939




	
  Issuer: Vista
  Gold Corp.

  	
  Issue:

  	
  Units,
  each unit consisting of one Share (as defined below) and one Warrant (as
  defined below)

  
	
   

  	
   

  	
   

  
	
  Price per Unit: U.S.$3.60

  	
  Total Subscription Price: U.S.$                  

  
	
   

  	
   

  
	
  Number of Units:

  	
   

  



 


	
  Name and
  Address of Purchaser:

  
	
   

  
	
  Name:

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
  (Street Address)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (City and State/Province or Country)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Zip Code/Postal Code)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Alternate Registration Instructions for Certificates:  If other than in the name of the Purchaser:

  
	
   

  
	
  Name:

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
  (Street Address)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (City and State/Province or Country)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Zip Code/Postal Code)

  	
   

  



 


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


 


	
  Name:

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
  (Street Address)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (City and State/Province or Country)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Zip Code/Postal Code)

  	
   

  



 


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


 


	
  Type of Security

  	
   

  	
  Number

  
	
  Common shares

  	
   

  	
   

  
	
  Convertible security
  (including warrants)

  	
   

  	
   

  



 





















 


TO:                                                                          VISTA GOLD CORP.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


In addition, the Purchaser acknowledges:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


10





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


11





















 


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


 


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


 


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


 


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


 


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


 


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


 


(ii)                                  if resident in an International
Jurisdiction


 


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


 


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


 


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


 


12





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


13





















 


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


 


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


 


(m)                               Source of Subscription Funds –


 


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


 


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


 


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


 


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


 


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


 


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


 


14





















 


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


 


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


 


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


 


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


 


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


 


15





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


16





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


17





















 


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


 


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


 


	
   

  	
   

  	
   

  	
   

  
	
  Signature of
  Purchaser (if an individual)

  	
  Name of
  Purchaser (if not an individual)

  
	
   

  	
   

  
	
   

  	
   

  	
  Per:

  	
   

  	
   

  
	
  Name of
  Purchaser (if an individual)

  	
   

  	
  Authorized
  Signatory 

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


 


ACCEPTANCE


 


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


 


	
   

  	
  VISTA GOLD CORP.

  
	
   

  	
   

  
	
   

  	
  Per:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
  Title:

  



 


18





















 


Schedule ”A”


 


- Confirmation of Status as U.S. “Accredited
Investor”

(within the meaning of Rule 501(a) of Regulation D under the United
States Securities Act of 1933)


 


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


 


[MARK BELOW THE CATEGORY OR
CATEGORIES WHICH DESCRIBES YOU]


 


	
  (a)

  	
   

  	
  Natural Person — Net Worth Test. The Purchaser is a natural person whose
  total personal net worth, either individually or jointly with such person’s
  spouse, at the time of his purchase, exceeds U.S.$1,000,000.

  	
   

  	
  o

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  Natural Person — Income Test. The Purchaser is a natural
  person who had individual income in excess of U.S.$200,000, or joint income
  with the person’s spouse in excess of U.S.$300,000, in each of the two most
  recent years and reasonably expects to reach the same income level in the
  current year.

  	
   

  	
  o

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  Business and Non-profit Entities.
  The Purchaser is an organization described in section 501(c)(3) of
  the United States Internal Revenue Code, a corporation, a Massachusetts or
  similar business trust or a partnership, none of which has been formed for
  the specific purpose of acquiring the Units, and each having total assets in
  excess of U.S.$5,000,000.

  	
   

  	
  o

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
  Bank. The Purchaser is a bank as
  defined in section 3(a)(2) of the United States Securities Act of 1933 or a savings and
  loan association or other institution specified in section 3(a)(5)A of
  the United States Securities Act of 1933
  whether acting in its individual or fiduciary capacity.

  	
   

  	
  o

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (e)

  	
   

  	
  Broker or Dealer. The Purchaser is
  a broker or dealer registered pursuant to section 15 of the United
  States Securities Exchange Act of 1934.

  	
   

  	
  o

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (f)

  	
   

  	
  Public Employee Plan. The
  Purchaser is a plan established and maintained by a state, its political
  subdivisions, or any agency or instrumentality of a state or its political
  subdivisions, for the benefit of its employees, if such plan has total assets
  in excess of U.S.$5,000,000.

  	
   

  	
  o

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (g)

  	
   

  	
  Employee Benefit Plan. The
  Purchaser is an employee benefit plan within the meaning of Title I of the
  United States Employee Retirement Income
  Security Act of 1974, if the investment decision is made by a plan
  fiduciary, as defined in section 3(21) of such act, which is either a
  bank, savings and loan association, insurance company or registered
  investment adviser or if the employee benefit plan has total assets in excess
  of U.S.$5,000,000 or, if a self-directed plan, with investment decisions made
  solely by persons that are accredited investors.

  	
   

  	
  o

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (h)

  	
   

  	
  Trust. The Purchaser is a trust,
  with total assets in excess of U.S.$5,000,000, not formed for the specific
  purpose of acquiring the securities offered, whose purchase is directed by a
  sophisticated person as described in Rule 506(b)(2)(ii) of
  Regulation D under the United States Securities
  Act of 1933.

  	
   

  	
  o

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (i)

  	
   

  	
  Insurance Company. The Purchaser
  is an insurance company as defined in section 2(13) of the United States
  Securities Act of 1933.

  	
   

  	
  o

  



 


A-1





















 


	
  (j)

  	
   

  	
  Investment Company. The Purchaser
  is an investment company registered under the United States Investment Company Act of 1940 or a
  business development company as defined in section 2(a)(48) of that Act.

  	
   

  	
  o

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (k)

  	
   

  	
  SBIC. The Purchaser is a Small
  Business Investment Company licensed by the U.S. Small Business
  Administration under section 301(c) or (d) of the Small Business Investment Act of 1958.

  	
   

  	
  o

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (l)

  	
   

  	
  Private Business Development Company. The Purchaser is a private business development company as
  defined in section 202(a)(22) of the United States Investment Advisers Act of 1940.

  	
   

  	
  o

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (m)

  	
   

  	
  Director or Officer. The Purchaser
  is a director or an executive officer of the Corporation.

  	
   

  	
  o

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (n)

  	
   

  	
  Entity Owned by Accredited Investors. The Purchaser is an entity in which all of the equity owners are
  accredited investors and described in one or more of the categories set forth
  in paragraphs (a) through (m) above.

  	
   

  	
  o

  



 


	
  DATED

  	
   

  	
  ,
  2005

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature
  of Purchaser

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name
  of Purchaser

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address
  of Purchaser

  	
   

  
					



 


A-2





















 


Schedule ”B”


 


- Confirmation of Status as Canadian “Accredited
Investor”

(within the meaning of National Instrument 45-106 Prospectus and Registration Exemptions)


 


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


 


[MARK BELOW THE CATEGORY OR
CATEGORIES WHICH DESCRIBES YOU]


 


	
  (a)

  	
   

  	
  a
  Canadian financial institution, or a Schedule III bank;

  	
   

  	
  o

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  the
  Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);

  	
   

  	
  o

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  a
  subsidiary of any person referred to in paragraphs (a) or (b), if the
  person owns all of the voting securities of the subsidiary, except the voting
  securities required by law to be owned by directors of that subsidiary;

  	
   

  	
  o

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
  a
  person registered under the securities legislation of a jurisdiction of
  Canada as an adviser or dealer, other than a person registered solely as a
  limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador);

  	
   

  	
  o

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (e)

  	
   

  	
  an
  individual registered or formerly registered under the securities legislation
  of a jurisdiction of Canada as a representative of a person referred to in
  paragraph (d);

  	
   

  	
  o

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (f)

  	
   

  	
  the
  Government of Canada or a jurisdiction of Canada, or any crown corporation,
  agency or wholly owned entity of the Government of Canada or a jurisdiction of
  Canada;

  	
   

  	
  o

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (g)

  	
   

  	
  a
  municipality, public board or commission in Canada and a metropolitan
  community, school board, the Comité de gestion de la taxe scolaire de l’île
  de Montréal or an intermunicipal management board in Québec;

  	
   

  	
  o

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (h)

  	
   

  	
  any
  national, federal, state, provincial, territorial or municipal government of
  or in any foreign jurisdiction, or any agency of that government;

  	
   

  	
  o

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (i)

  	
   

  	
  a
  pension fund that is regulated by either the Office of the Superintendent of
  Financial Institutions (Canada) or a pension commission or similar regulatory
  authority of a jurisdiction of Canada;

  	
   

  	
  o

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (j)

  	
   

  	
  an
  individual who, either alone or with a spouse, beneficially owns, directly or
  indirectly, financial assets having an aggregate realizable value that before
  taxes, but net of any related liabilities, exceeds Cdn$1,000,000;

  	
   

  	
  o

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (k)

  	
   

  	
  an
  individual whose net income before taxes exceeded Cdn$200,000 in each of the
  2 most recent calendar years or whose net income before taxes combined with
  that of a spouse exceeded Cdn$300,000 in each of the 2 most recent calendar 

  	
   

  	
  o

  



 


B-1





















 


	
   

  	
   

  	
  years
  and who, in either case, reasonably expects to exceed that net income level
  in the current calendar year;

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (l)

  	
   

  	
  an
  individual who, either alone or with a spouse, has net assets of at least
  Cdn$5,000,000;

  	
   

  	
  o

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (m)

  	
   

  	
  a
  person, other than an individual or investment fund, that has net assets of
  at least Cdn$5,000,000 as shown on its most recently prepared financial
  statements;

  	
   

  	
  o

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (n)

  	
   

  	
  an
  investment fund that distributes or has distributed its securities only to:

  	
   

  	
  o

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  a
  person that is or was an accredited investor at the time of the distribution;

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  a
  person that acquires or acquired securities under certain minimum purchase
  and additional invesment exemptions specified in the Instrument; or

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)

  	
  a
  person described in paragraph (i) or (ii) that acquires or acquired
  securities under the investment fund reinvestment exemption specified in the
  Instrument;

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (o)

  	
   

  	
  an
  investment fund that distributes or has distributed securities under a
  prospectus in a jurisdiction of Canada for which the regulator or, in Québec,
  the securities regulatory authority, has issued a receipt;

  	
   

  	
  o

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (p)

  	
   

  	
  a
  trust company or trust corporation registered or authorized to carry on
  business under the Trust and Loan
  Companies Act (Canada) or under comparable legislation in a
  jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully
  managed account managed by the trust company or trust corporation, as the
  case may be;

  	
   

  	
  o

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (q)

  	
   

  	
  a
  person acting on behalf of a fully managed account managed by that person, if
  that person:

  	
   

  	
  o

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  is
  registered or authorized to carry on business as an adviser or the equivalent
  under the securities legislation of a jurisdiction of Canada or a foreign
  jurisdiction; and

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  in
  Ontario, is purchasing a security that is not a security of an investment
  fund;

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (r)

  	
   

  	
  a
  registered charity under the Income Tax
  Act (Canada) that, in regard to the trade, has obtained advice
  from an eligibility adviser or an adviser registered under the securities
  legislation of the jurisdiction of the registered charity to give advice on
  the securities being traded;

  	
   

  	
  o

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (s)

  	
   

  	
  an
  entity organized in a foreign jurisdiction that is analogous to any of the
  entities referred to in paragraphs (a) to (d) or paragraph (i) in
  form and function;

  	
   

  	
  o

  



 


B-2





















 


	
  (t)

  	
   

  	
  a
  person in respect of which all of the owners of interests, direct, indirect
  or beneficial, except the voting securities required by law to be owned by
  directors, are persons that are accredited investors;

  	
   

  	
  o

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (u)

  	
   

  	
  an
  investment fund that is advised by a person registered as an adviser or a
  person that is exempt from registration as an adviser; or

  	
   

  	
  o

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (v)

  	
   

  	
  a
  person that is recognized or designated by the securities regulatory
  authority or, except in Ontario and Québec, the regulator as:

  	
   

  	
  o

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  an
  accredited investor; or

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  an
  exempt purchaser in Alberta or British Columbia after September 14,
  2005.

  	
   

  	
   

  



 


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


 


	
  DATED

  	
   

  	
  ,
  2005

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature
  of Purchaser

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name
  of Purchaser

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address
  of Purchaser

  	
   

  
					



 


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


 


“Canadian financial institution” means


 


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


 


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


 


“financial assets” means


 


(a)                                  cash;


 


(b)                                 securities; or


 


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


 


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


 


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


 


B-3





















 


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


 


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


 


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


 


“non-redeemable investment fund” means an
issuer


 


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


 


(b)                                 that does not
invest;


 


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


 


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


 


(c)                                  that is not a
mutual fund;


 


“person” includes


 


(a)                                  an individual;


 


(b)                                 a corporation;


 


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


 


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


 


“related liabilities” means


 


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


 


(b)                                 liabilities that are secured by financial assets;


 


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


 


“spouse” means, an individual who


 


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


 


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


 


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


 


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


 


B-4