Exhibit 4.2


 


UNLESS PERMITTED UNDER CANADIAN
SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY
BEFORE JANUARY 24,
2006.


 


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.


 


BROKER WARRANTS


TO PURCHASE COMMON SHARES OF


VISTA GOLD CORP.


 


	
  Broker Warrant Certificate Number:

  

  BW—1

  	
   

  	
  Number of Broker Warrants:

  

  216,881

  



 


THIS IS TO
CERTIFY THAT for valuable consideration Quest Securities
Corporation, 77 King Street West P.O. Box 157, Suite 3110 Royal Trust
Tower Toronto-Dominion Centre Toronto, ON M5K 1H1 (the “Finder”) is entitled to subscribe for in respect of each
whole broker warrant (a “Broker Warrant” and collectively the “Broker Warrants”)
represented by this certificate or by a replacement certificate (in either case
this “Broker Warrant Certificate”), at any time up to 4:30 p.m., Vancouver
time on the earlier of (i) September 23, 2007, and (ii) the 15th
business day following the date on which the Corporation provides notice to the
Finder that the Acceleration Event (as hereinafter defined) has occurred (such
earlier time, the “Expiry Time”), upon and subject to the terms and conditions
set forth herein and in schedule A attached hereto, which schedule forms
an integral part hereof and shall be deemed to be incorporated herein, one fully paid and non-assessable
common share (“Shares” and which term shall include any
other shares or securities to be issued in addition thereto or in substitution
or replacement therefor as provided herein) of Vista Gold Corp. (the “Corporation”),
a corporation existing under the laws of the Yukon Territory, as constituted on
the date hereof, at an exercise price (the “Exercise Price”) of U.S.$4.10 per
Broker Warrant, subject to adjustment in the events and in the manner set forth
herein.  No fractional Shares will be
issuable upon any exercise of any Broker Warrant and the Finder will not be entitled
to any cash payment or compensation in lieu of a fractional Share.


 


The
Corporation agrees that the Shares purchased pursuant to the exercise of the
Broker Warrants shall be and be deemed to be issued to the Finder as of the
close of business on the date on which this Broker Warrant Certificate shall
have been surrendered and payment made for such Shares as aforesaid.


 





















 


Nothing
contained herein shall confer any right upon the Finder to subscribe for or
purchase any Shares at any time after the Expiry Time and from and after the
Expiry Time the Broker Warrants and all rights under this Broker Warrant
Certificate shall be void and of no value.


 


The “Acceleration Event” will occur if, at any time after the date that
is six months after a registration statement (the “Registration Statement”)
under the United States Securities Act of
1933, as amended, relating to the Shares (including the Shares that
may be issued upon the exercise of the Broker Warrants) in connection with the
offering by the Corporation pursuant to the terms of the subscription
agreements (“Subscription Agreements”) dated September 23, 2005 between
the Corporation and purchasers of units of the Corporation is declared
effective by the United States Securities and Exchange Commission, 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.  If the Acceleration Event occurs, the
Corporation will have the option for a period of 15 business days after the occurrence
of the Acceleration Event to provide notice to the Finder that the Acceleration
Event has occurred.


 


All Shares
which are to be issued upon the exercise of the Broker Warrants shall be issued
to the Finder, upon payment therefor of the amount for which the Shares which
may at the time be purchased pursuant to the provisions hereof, and the Finder
shall be deemed to have become the holder of record of such Shares, on the date
of delivery of this Broker Warrant Certificate together with payment for the
Shares so subscribed for, unless the transfer books of the Corporation shall be
closed on such date, in which event the Shares so subscribed for shall be
deemed to be issued, and the Finder shall be deemed to have become the holder
of record of such Shares, on the date on which such transfer books are reopened
and such Shares shall be issued at the purchase price in effect on the date of
delivery of this Broker Warrant Certificate together with payment for the
Shares subscribed for by the Finder.


 


The Broker
Warrants are non-assignable and non-transferable.


 


If this Broker
Warrant Certificate or any replacement hereof becomes stolen, lost, mutilated
or destroyed, the Corporation shall, on such terms as it may in its discretion
impose, acting reasonably, issue and deliver a new certificate, in form
identical hereto but with appropriate changes, representing any unexercised
portion of the subscription rights represented hereby to replace the
certificate so stolen, lost, mutilated or destroyed.


 


By acceptance
hereof, the Finder hereby represents and warrants to the Corporation that the
Finder is acquiring the Broker Warrants as principal for its own account and
not for the benefit of any other person.


 


The Broker
Warrants shall enure to the benefit of, and shall be binding upon, the Finder
and the Corporation and their respective successors.


 


IN WITNESS
WHEREOF the Corporation has caused this Broker Warrant Certificate to be issued
under the signature of a properly authorized officer of the Corporation.


 


DATED as of the 23rd day of September, 2005.


 


	
   

  	
  VISTA GOLD CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:
  

  
	
   

  	
   

  	
  Title:

  



 





















 


SCHEDULE A


 


Additional Terms and Conditions of this
Broker Warrant Certificate


 


1.                                       Exercise:
In the event that the Finder desires to exercise the right to purchase Shares
conferred hereby, the Finder shall (a) complete to the extent possible in
the manner indicated and execute a subscription form in the form attached as schedule B
to this Broker Warrant Certificate, (b) surrender this Broker Warrant
Certificate to the Corporation in accordance with section 9 hereof, and (c) pay
the amount payable on the exercise of such Broker Warrants being exercised by
certified cheque, bank draft or money order in lawful money of United States of
America payable to the Corporation or by transmitting same day funds in lawful
money of United States of America by wire to such account as the Corporation
shall direct the Finder.  Upon such
surrender and payment as aforesaid, the Finder shall be deemed for all purposes
to be the holder of record of the number of Shares to be so issued and the
Finder shall be entitled to delivery of a certificate or certificates
representing such Shares and the Corporation shall cause such certificate or
certificates to be delivered to the Finder at the address specified in the
subscription form within three business days after such surrender and payment
as aforesaid.  No fractional Shares will
be issuable upon any exercise of the Broker Warrants and the Finder will not be
entitled to any cash payment or compensation in lieu of a fractional Share.


 


2.                                       Partial Exercise:  The Finder may from time to
time exercise any lesser number of Broker Warrants than the number of Broker
Warrants expressed in this Broker Warrant Certificate.  In the event that the Finder exercises any
such lesser number of Broker Warrants prior to the Expiry Time, the Finder
shall be entitled to receive a replacement certificate representing the
unexercised balance of the Broker Warrants.


 


3.                                       Not a Shareholder:  The holding of the Broker
Warrants shall not constitute the Finder a shareholder of the Corporation nor
entitle the Finder to any right or interest in respect thereof except as
expressly provided in this Broker Warrant Certificate.


 


4.                                       Covenants, Representations and Warranties:  The Corporation hereby
covenants and agrees that it is authorized to create and issue the Broker
Warrants and covenants and warrants that it is authorized to issue and that it
will cause the Shares from time to time subscribed for and purchased in the
manner provided in this Broker Warrant Certificate and the certificate or
certificates representing such Shares to be issued and that, at all times prior
to the Expiry Time, it will reserve and there will remain unissued a sufficient
number of Shares to satisfy the right of purchase provided in this Broker
Warrant Certificate.  The Corporation
hereby further covenants and agrees that it will at its expense expeditiously
use its commercially reasonable efforts to obtain the listing of such Shares
(subject to issue or notice of issue) on each stock exchange or
over-the-counter market on which the Shares may be listed from time to
time  and that it will use commercially
reasonable efforts to have the Registration Statement declared effective by the
United States Securities and Exchange Commission within six months from the
date hereof, provided that the Corporation will in no way be liable or
responsible to the Finder if notwithstanding such efforts such declaration does
not occur within the foregoing time period or at all.  All Shares which are issued upon the exercise
of the right of purchase provided in this Broker Warrant Certificate, upon
payment therefor of the amount at which such Shares may be purchased pursuant
to the provisions of this Broker Warrant Certificate, shall be and be deemed to
be fully paid and non-assessable shares and free from all taxes, liens and
charges with respect to the issue thereof. 
The Corporation hereby represents and warrants that this Broker Warrant
Certificate is a valid and enforceable obligation of the Corporation,
enforceable in accordance with the provisions of this Broker Warrant
Certificate.


 





















 


5.                                       Anti-Dilution Protection:


 


(1)                                  Definitions:  For the purposes of this section 5,
unless there is something in the subject matter or context inconsistent
therewith, the following words and terms shall have the respective meanings
specified therefor in this subsection 5(1):


 


(a)                                  “board” means the Board of Directors
of the Corporation;


 


(b)                                 “Convertible Security” means a
security of the Corporation (other than the Broker Warrants) or any other
issuer convertible into or exchangeable for or otherwise carrying the right to
acquire Shares;


 


(c)                                  “Current Market Price” of the Shares at any date means the weighted
average trading price of the Shares on the Toronto Stock Exchange or the
American Stock Exchange as may be selected for that purpose by the board or, if
the Shares are not then listed on the Toronto Stock Exchange or the American
Stock Exchange, on such other Canadian or United States stock exchange as may
be selected for that purpose by the board, or, if the Shares are not then
listed on any Canadian or United States stock exchange, in the over-the-counter
market, during the ten most recent consecutive trading days ending on a date
not earlier than the fifth trading day before such date; provided that the
weighted average trading price shall be determined by dividing that aggregate
sale price of all Shares sold on the said exchange or market, as the case may
be, during the said ten consecutive trading days by the total number of Shares
so sold; and provided further that, if the Shares are not listed and posted for
trading on any stock exchange in Canada or the United States or traded in the
over-the-counter market, the Current Market Price shall be determined by the
board in accordance with generally accepted accounting principles;


 


(d)                                 “director” means a director of the Corporation for the time being, and reference without
more to action by the directors means action by the directors of the
Corporation as a board or, whenever duly empowered, action by an executive
committee of the board, in each case by resolution duly passed;


 


(e)                                  “dividends” means dividends or
distributions (payable in cash or in securities, property or assets of
equivalent value) declared payable on the Shares;


 


(f)                                    “dividends paid in the ordinary
course” means such dividends or distributions declared payable on a Share in
any fiscal year of the Corporation to the extent that such dividends or
distributions in the aggregate do not exceed 5% of the applicable Exercise
Price and for such purposes the amount of any dividends or distributions paid
in other than cash or shares shall be the fair market value of such dividends
or distributions as determined by the directors;


 


(g)                                 “Exercise Date” with respect to any
Broker Warrant means the date on which the Broker Warrant Certificate
evidencing such Broker Warrant is exercised and surrendered in accordance with section 1
hereof;


 


(h)                                 “Exercise Number” means, at any
time, that number of
Shares that the Finder is entitled to receive from time to time for each Broker
Warrant held upon exercise of the rights attached to the Broker Warrant as that
number may be adjusted by this section 5 and that number, as at the date
hereof, is equal to one Share for each Broker Warrant.


 





















 


(i)                                     “Exercise Period” means the period commencing on the date of issue
of this Broker Warrant and ending at the Expiry Time;


 


(j)                                     “record date” and “effective date”
means 4:30 p.m. (Vancouver time) on the relevant date;


 


(k)                                  “subsidiary of the Corporation”
means a corporation, more than 50% of the outstanding voting shares of which
are owned, directly or indirectly, other than by way of security only, by the
Corporation or by one or more subsidiaries of the Corporation; and, as used in
this definition, “voting shares” means shares of a class or classes ordinarily
entitled to vote for the election of a majority of the directors of a
corporation irrespective of whether or not shares of any other class or classes
shall have or might have the right to vote for directors by reason of the
happening of any contingency;


 


(l)                                     “trading day” with
respect to a stock exchange means a day on which Shares may be traded through
the facilities of such stock exchange, and with respect to the over-the-counter
market means a day on which Shares may be traded through facilities of such
over-the-counter market;


 


(m)                               “Warrantholders” means the
registered holders of Warrants; and


 


(n)                                 “Warrants” means the 2,168,812
common share purchase warrants of the Corporation issued pursuant to the
Subscription Agreements and governed by the warrant indenture dated September 23,
2005 between the Corporation and Computershare Trust Company of Canada, each
whole Warrant entitling the holders thereof to acquire one Share at an exercise
price of U.S.$4.10 per Warrant, subject to adjustment.


 


(2)                                  Adjustments:  The Exercise Number (or the number and kind of Shares or securities to
be received upon exercise in the case of clauses 5(2)(d) and 5(2)(e) below)
shall be subject to adjustment from time to time in the events and in the
manner provided in subsection 5(3) below and as follows:


 


(a)                                  If during the Exercise Period the
Corporation:


 


(i)                                     fixes the record date for the issue,
or issues to, all or substantially all of the holders of the Shares by way of a
stock dividend or otherwise Shares or Convertible Securities, other than (a) the
issue from time to time of Shares or Convertible Securities by way of stock
dividend to shareholders who elect to receive Shares or Convertible Securities
in lieu of cash dividends in the ordinary course or pursuant to a dividend
reinvestment plan or (b) as dividends paid in the ordinary course;


 


(ii)                                  subdivides or redivides its
outstanding Shares into a greater number of Shares; or


 


(iii)                               combines, consolidates or reduces
its outstanding Shares into a smaller number of Shares,


 


(any of
those events being herein called a “Share Reorganization”), the
Exercise Number shall be adjusted effective immediately after the record date
at which the holders of Shares are determined for the purposes of the Share
Reorganization or the effective date of the Share Reorganization if no record
date is fixed to a number that is the product of (1) the Exercise Number
in effect on the record date and (2) a fraction:


 





















 


(A)                              the numerator of which shall be the
number of Shares outstanding after giving effect to the Share Reorganization; and


 


(B)                                the denominator of which shall be
the number of Shares outstanding on the record date, or effective date if no
record date is fixed, before giving effect to the Share Reorganization.


 


For the purposes of determining the number of
Shares outstanding at any particular time for the purpose of this clause 5(2)(a) there
shall be included that number of Shares which would have resulted from the
conversion at that time of all outstanding Convertible Securities.


 


(b)                                 If during the Exercise Period the
Corporation fixes a record date for the issuance of rights, options or warrants
to all or substantially all the holders of the Shares pursuant to which those
holders are entitled to subscribe for, purchase or otherwise acquire Shares or
Convertible Securities within a period of not more than 45 days from such
record date at a price per share, or at a conversion price per share, of less
than 95% of the Current Market Price on such record date (any such issuance
being herein called a “Rights Offering” and Shares that may be acquired in
exercise of the Rights Offering, or upon conversion of the Convertible
Securities offered by the Rights Offering, being herein called the “Offered
Shares”), the Exercise Number shall be adjusted effective immediately after the
applicable record date to an Exercise Number that is the product of (1) the
Exercise Number in effect on the record date and (2) a fraction:


 


(i)                                     the numerator of which shall be the
sum of (a) the number of Shares outstanding on the record date plus (b) the
number of Offered Shares offered pursuant to the Rights Offering or the maximum
number of Offered Shares into which the Convertible Securities so offered
pursuant to the Rights Offering may be converted, as the case may be; and


 


(ii)                                  the denominator of which shall be
the sum of:


 


(A)                              the number of Shares outstanding on
the record date; and


 


(B)                                the number arrived at when (I)
either the product of (a) the number of Offered Shares so offered and (b) the
price at which such Offered Shares are offered, or the product of (c) the
conversion price of the Offered Shares so offered and (d) the maximum
number of Offered Shares for or into which the Convertible Securities so offered
pursuant to the Rights Offering may be converted, as the case may be, is
divided by (II) the Current Market Price of the Shares on the record date for
the Rights Offering.


 


If by the terms of the rights, options, or
warrants referred to in this clause 5(2)(b), there is more than one purchase,
conversion or exchange price per Offered Share, the aggregate price of the
total number of additional Offered Shares offered for subscription or purchase,
or the aggregate conversion or exchange price of the Convertible Securities so
offered, shall be calculated for purposes of the adjustment on the basis of the
lowest purchase, conversion or exchange price per Offered Share, as the case
may be.  Any Offered Shares owned by or
held for the account of the Corporation or a subsidiary of the Corporation
shall be deemed not to be outstanding for the purpose of any such computation;
if all the rights, options or warrants are not so issued or if all rights,
options or warrants are not


 





















 


exercised prior to the expiration thereof, the
Exercise Number shall be readjusted to the Exercise Number in effect
immediately prior to the record date, and the Exercise Number shall be further
adjusted based upon the number of Offered Shares (or Convertible Securities
that are convertible into Offered Shares) actually delivered upon the exercise
of the rights, options or warrants, as the case may be, but subject to any
other adjustment required hereunder by reason of any event arising after that
record date.


 


(c)                                  If during the Exercise Period the
Corporation issues or distributes to all or substantially all the holders of
Shares, (i) shares of any class other than Shares, or (ii) rights,
options or warrants to acquire Shares or Convertible Securities other than
rights, options or warrants exercisable within 45 days from the date of issue
thereof at a price, or at a conversion price, of at least 95% of the Current
Market Price at the record date for such distribution, or (iii) evidences
of indebtedness, or (iv) any other cash, securities or other property or
assets and that issuance or distribution does not constitute a Share
Reorganization or a Rights Offering (any of those events being herein called a “Special
Distribution”), the Exercise Number shall be adjusted effective immediately after
the record date at which the holders of Shares are determined for purposes of
the Special Distribution to an Exercise Number that is the product of (1) the
Exercise Number in effect on the record date and (2) a fraction:


 


(i)                                     the numerator of which shall be the
product of (I) the sum of the number of Shares outstanding on the record date
plus the number of Shares which the Warrantholders and the Finder would be
entitled to receive upon exercise of all their outstanding Warrants and Broker
Warrants, respectively, if they were exercised on the record date and (II) the
Current Market Price thereof on that date; and


 


(ii)                                  the denominator of which shall be:


 


(A)                              the product of (I) the sum of the
number of Shares outstanding on the record date plus the number of Shares which
the Warrantholders and the Finder would be entitled to receive upon exercise of
all their outstanding Warrants and Broker Warrants, respectively, if they were
exercised on the record date and (II) the Current Market Price thereof on the earlier
of such record date and the date on which the Corporation announces its
intention to make such distribution;


 


less


 


(B)                                the aggregate fair market value, as
determined by the board, whose determination shall be conclusive, of the
shares, rights, options, warrants, evidences of indebtedness or other assets
issued or distributed in the Special Distribution.


 


Any Shares owned by or held for the account of
the Corporation shall be deemed not to be outstanding for the purpose of any
such computation; to the extent that the distribution of shares, rights,
options, warrants, evidences of indebtedness or assets is not so made or to the
extent that any rights, options or warrants so distributed are not exercised,
the Exercise Number shall be readjusted to the Exercise Number that would then
be in effect based upon shares, rights, options, warrants, evidences of
indebtedness or assets actually distributed or based upon the number of Shares
or Convertible Securities actually delivered


 





















 


upon the exercise of the rights, options or
warrants, as the case may be, but subject to any other adjustment required
hereunder by reason of any event arising after the record date.


 


(d)                                 If during the Exercise Period there
is a reorganization of the Corporation not otherwise provided for in subsection 5(2) hereof
or a consolidation or merger or amalgamation of the Corporation with or into
another body corporate including a transaction whereby all or substantially all
of the Corporation’s undertaking and assets become the property of any other
corporation through sale, lease, exchange or otherwise (any such event being
herein called a “Capital Reorganization”) the Finder, with respect to each
Broker Warrant which has not been exercised for Shares prior to the effective
date of the Capital Reorganization, shall be entitled to receive and shall
accept, upon the exercise of its right at any time after the effective date of
the Capital Reorganization, in lieu of the number of Shares (and any other
securities or properties to which the Finder is entitled upon exercise of the
Broker Warrants) to which the Finder was theretofore entitled upon exercise of
each such Broker Warrant, the aggregate number of shares or other securities or
property of the Corporation, or the continuing, successor or purchasing
corporation, as the case may be, under the Capital Reorganization that the
Finder would have been entitled to receive as a result of the Capital
Reorganization if, on the effective date thereof, the Finder had been the
holder of the number of Shares (and any other securities to which the Finder is
entitled upon exercise of the Broker Warrants) to which immediately before the
transaction the Finder was entitled upon exercise of the Broker Warrants; no
Capital Reorganization shall be carried into effect unless all necessary steps
have been taken so that the Finder shall thereafter be entitled to receive the
number of shares or other securities or property of the Corporation, or of the
continuing, successor or purchasing corporation, as the case may be, under the
Capital Reorganization, subject to adjustment thereafter in accordance with
provisions the same, as nearly as may be possible, as those contained in this
subsection 5(2) and in subsection 5(3) hereof.  In addition, if necessary, as a result of any
such Capital Reorganization, appropriate adjustments shall be made in the
application of the provisions of this Broker Warrant Certificate with respect
to the rights and interests thereafter of the Finder to the end that the
provisions shall thereafter correspondingly be made applicable as nearly as may
reasonably be possible in relation to any shares or other securities or
property thereafter deliverable upon the exercise of the Broker Warrants.


 


(e)                                  If the Corporation reclassifies or
otherwise changes the outstanding Shares, the exercise right shall be adjusted
effective immediately upon the reclassification becoming effective so that upon
the exercise by the Finder of its rights thereafter, the Finder shall be
entitled to receive such shares as it would have received had the Broker
Warrants been exercised immediately prior to the effective date, subject to
adjustment thereafter in accordance with provisions the same, as nearly as may
reasonably be possible, as those contained in this subsection 5(2) and
in subsection 5(3) hereof.


 


(3)                                  Subscription Rights Adjustment Rules: The following rules and procedures are
applicable to adjustments made pursuant to subsection 5(2) hereof:


 


(a)                                  The adjustments and readjustments
provided for in this section 5 are cumulative and, subject to subsection 5(3)(b) below,
apply (without duplication) to successive issues, subdivisions, combinations,
consolidations, distributions and any other events that require adjustment of
the Exercise Number or the number or kind of shares or securities purchasable
hereunder.


 





















 


(b)                                 No adjustment in the Exercise Number
is required unless the adjustment will result in a change of at least 2% in the
Exercise Number then in effect provided, however, that any adjustments that,
except for the provisions of this clause 5(3)(b) would otherwise have
been required to be made, are carried forward and taken into account in any
subsequent adjustment.


 


(c)                                  If at any time after the Exercise
Period the Corporation shall take any action affecting the Shares, other than
an action described in subsection 5(2) hereof, which in the opinion
of the directors would have a material adverse effect upon the rights of the
Finder hereunder, the Exercise Number shall be adjusted in such manner and at
such time by action by the directors, in their sole discretion, but subject to
the prior written consent of the Toronto Stock Exchange and the American Stock
Exchange, as may be equitable in the circumstances.  Failure of the taking of action by the
directors so as to provide for an adjustment prior to the effective date of any
action by the Corporation affecting the Shares shall be deemed to be conclusive
evidence that the directors have determined that it is equitable to make no
adjustment in the circumstances.


 


(d)                                 No adjustment in the Exercise Number
shall be made in respect of any event described in paragraph 5(2)(a)(i) hereof
or clauses 5(2)(b) or 5(2)(c) hereof if the Finder is entitled to
participate in the event on the same terms, mutatis
mutandis, as if it had exercised its Broker Warrants immediately
prior to the effective date or record date of the event.  Any such participation is subject to
regulatory approval.


 


(e)                                  No adjustment in the Exercise Number
shall be made pursuant to subsection 5(2) hereof in respect of the
issue of Shares, rights, options or warrants pursuant to:


 


(i)                                     this Broker Warrant Certificate;


 


(ii)                                  the exercise of director, officer
and employee options or options granted for services in accordance with the rules of
the Toronto Stock Exchange or the American Stock Exchange;


 


(iii)                               the exercise of special rights to acquire Shares of the Corporation
issued to employees of a subsidiary of the Corporation as part of the
acquisition by the Corporation of options to acquire securities of such subsidiary
held by such employees;


 


(iv)                              the exercise of Warrants; or


 


(v)                                 the issuance of Shares by the
Corporation pursuant to any agreements in effect as at the date of this Broker
Warrant Certificate,


 


and any such issue shall be deemed not to be a Share
Reorganization, a Rights Offering or a Special Distribution.


 


(f)                                    If a dispute at any time arises with
respect to adjustments of the Exercise Number, the dispute shall be
conclusively determined (as between the Corporation and the Finder) by the
auditors of the Corporation or if they are unable or unwilling to act, by such
firm of independent chartered accountants as may be selected by the directors
and any such determination shall be binding upon the Corporation and the
Finder.


 





















 


(g)                                 If the Corporation sets a record
date to determine the holders of Shares for the purpose of entitling them to
receive any dividend or distribution or any subscription or purchase rights and
thereafter legally abandons its plans to pay or deliver the dividend,
distribution or subscription or purchase rights, then no adjustment in the
Exercise Number shall be required by reason of the setting of the record date.


 


(4)                                  Postponement of Subscription: In any case where the application of
subsection 5(2) hereof results in an increase of the Exercise Number
taking effect immediately after the record date for or occurrence of a specific
event, if any Broker Warrants are exercised after that record date or
occurrence and prior to completion of the event or of the period for which a
calculation is required to be made, the Corporation may postpone the issuance
to the Finder of the Shares to which the Finder is entitled by reason of the
increase of the Exercise Number but the Shares shall be so issued and delivered
to the Finder upon completion of that event or period, with the number of those
Shares calculated on the basis of the Exercise Number on the Exercise Date
adjusted for completion of that event or period, and the Corporation shall
forthwith after the Exercise Date deliver to the Finder an appropriate
instrument evidencing the Finder’s right to receive the Shares.


 


(5)                                  Notice:


 


(a)                                  Upon the occurrence of any event
referred to in subsections 5(2) or 5(3) hereof that requires an
adjustment in the Exercise Number, the Corporation shall promptly thereafter
give notice to the Finder of, and provide the Finder with a certificate of the
Corporation specifying, the particulars of the event and, if determinable, the
adjustment and a computation of the adjustment.


 


(b)                                 If notice has been given under clause
5(5)(a) hereof and the adjustment is not then determinable, the
Corporation shall promptly after the adjustment is determinable give notice to
the Finder of, and provide the Finder with a certificate of the Corporation
evidencing the computation of, the adjustment.


 


6.                                       Further Assurances:  The Corporation hereby covenants and agrees that it will do,
execute, acknowledge and deliver, or cause to be done, executed, acknowledged
and delivered, all and every such other act, deed and assurance as the Finder
shall reasonably require for the better accomplishing and effectuating of the
intentions and provisions of this Broker Warrant Certificate.


 


7.                                       Time of Essence:  Time shall be of the
essence of this Broker Warrant Certificate.


 


8.                                       Governing Laws:  This Broker Warrant
Certificate shall be construed in accordance with the laws of the Province of
British Columbia and the laws of Canada applicable therein.


 


9.                                       Notices:  All notices or other communications to be
given under this Broker Warrant Certificate shall be delivered by hand or by
telecopier and, if delivered by hand, shall be deemed to have been given on the
delivery date and, if sent by telecopier, on the date of transmission if sent
before 4:00 p.m. on a business day or, if such day is not a business day,
on the first business day following the date of transmission.


 





















 


Notices to the Corporation shall be addressed to:


 


Vista
Gold Corp. 

Suite 5, 7961 Shaffer Parkway

Littleton, Colorado

U.S.A. 80127


 


Attention:  Chief Financial Officer


Telecopier:  (720) 981-1186


 


Notices to the Finder shall be addressed to:


 


Quest Securities Corporation


77 King Street West


P.O. Box 157, Suite 3110


Royal Trust Tower


Toronto-Dominion Centre


Toronto, Ontario  M5K 1H1


 


Attention:                                         Robert Pollock


 


Telecopier:                                     416-367-4624


 


The Corporation or the Finder may change its address for service by
notice in writing to the other of them specifying its new address for service
under this Broker Warrant Certificate.


 


10.                                 Legends on Shares:


 


(1)                                  Canadian Legends:  Any certificate representing Shares issued
upon the exercise of the Broker Warrants prior to the date which is four months
and one day after the date hereof will bear the following legends:


 


“UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF
THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JANUARY 24, 2006.”


 


and


 


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


 


provided that at any time subsequent to the date which is four months
and one day after the date hereof any certificate representing such Shares may
be exchanged for a certificate bearing no such legends.  The Corporation hereby covenants and agrees
that it will use its commercially reasonable efforts to deliver or to cause to
be delivered a certificate or certificates representing such Shares bearing no
such legends within three business days after receipt of the legended
certificate or certificates.


 





















 


(2)                                  US Legend: Any certificate representing Shares issued
upon the exercise of the Broker Warrants prior to the date the Corporation provides the registrar and transfer agent for the Shares, which as
of the date hereof is Computershare Trust Company of Canada, (the “Transfer
Agent”), with written notice that that the Registration Statement has been
filed with and declared effective by the United States Securities and Exchange
Commission (the “Registration Notice”) will bear the following legend:


 


THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”) 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.”


 


provided
that at any time subsequent to the date on which the Corporation provides the
Transfer Agent with the Registration Notice, any certificate representing such
Shares may be exchanged for a certificate bearing no such legend. The
Corporation hereby covenants and agrees that it will use its commercially
reasonable efforts to deliver or to cause to be delivered a certificate or
certificates representing such Shares bearing no such legend within three
business days after receipt of the legended certificate or certificates. In
addition, the above legend may be removed on any particular certificate
representing such Shares if:


 


(a)                                  in the event that the Shares represented by the certificate are
being sold (1) to the Corporation, or (2) in accordance with Rule 144
under the United States Securities Act
of 1933, as amended or (3) pursuant to a registration statement filed with
and declared effective by the United States Securities and Exchange Commission,
the Transfer Agent receives an opinion of counsel, of recognized standing
reasonably satisfactory to the Corporation, that such legend is no longer
required under applicable requirements of the United States Securities Act of 1933, as amended or
state securities laws; or


 


(b)                                 otherwise, the Transfer Agent receives an opinion of counsel, of
recognized standing reasonably satisfactory to the Corporation that such legend
is no longer required under applicable securities laws of the United States (as
defined in Regulation S of the United States Securities
Act of 1933).


 


Upon
the criteria set out in clauses 10(2)(a) or (b) above being satisfied
as determined by the Transfer Agent, acting reasonably, the Corporation hereby
covenants and agrees that it will use its commercially reasonable efforts to
deliver or to cause to be delivered a certificate or certificates representing
such Shares bearing no such legend within three business days after receipt of
the legended certificate or certificates.


 


11.                                 Language:  The parties
hereto acknowledge and confirm that they have requested that this Broker
Warrant Certificate as well as all notices and other documents contemplated
hereby be drawn up in the English language. 
Les parties aux
présentes reconnaissent et confirment qu’elles ont exigé que la présente
convention ainsi que tous les avis et documents qui s’y rattachent soient
rédigés en langue anglaise.


 





















 


SCHEDULE B


 


TO:                            VISTA GOLD CORP.


 


SUBSCRIPTION FORM


 


The
undersigned hereby exercises                    
broker warrants (“Broker Warrants”) of Vista Gold Corp. (the “Corporation”) and
the right
provided for in such exercised Broker Warrants to receive the common shares (“Common Shares”) of the Corporation issuable pursuant to such Broker Warrants (or such other securities to which such subscription entitles the
undersigned in lieu thereof or in addition thereto pursuant to the provisions
of the attached broker warrant certificate (the “Broker Warrant Certificate”)
dated as of the 23rd day of September, 2005 issued by the
Corporation to the Finder (as defined in the Broker Warrant Certificate)) at
the exercise price of U.S.$4.10 per Broker Warrant (or at such other exercise
price as may then be in effect under the provisions of the Broker Warrant
Certificate) and on and subject to the other terms and conditions specified in
the Broker Warrant Certificate and encloses herewith a certified cheque, bank
draft or money order in lawful money of the United States of America payable to
the Corporation or has transmitted same day funds in lawful money of the United
States of America by wire to such account as the Corporation directed the
undersigned in payment of the exercise price.


 


By executing
this subscription form the undersigned represents, warrants and certifies as
follows:  the undersigned (i) is an “accredited
investor” (as such term is defined in Rule 501(a) of Regulation D
under the United States Securities Act of 1933, as amended (an “Accredited
Investor”)), exercising the Broker Warrants for its own account or the account
of an Accredited Investor over which it exercises sole investment discretion,
and (ii) has had access to such current public information concerning the
Corporation as it considered necessary in connection with its investment
decision.


 


The
undersigned hereby directs that the Shares subscribed for be registered and
delivered as follows:


 


	
  Name in Full

  	
   

  	
  Address

  (include Postal Code)

  	
   

  	
  Number of Broker

  Warrants

  	
   

  	
  Number of

  Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


DATED this           
day of                  ,
200    .


 


	
   

  	
  QUEST SECURITIES CORPORATION

  
	
   

  	
   

  
	
   

  	
  By: