TO VISTA GOLD
ANTIGUA AND EACH OF THE SUBSIDIARIES SET OUT IN SCHEDULES "A" AND "B" IS TRUE,
COMPLETE AND ACCURATE IN ALL MATERIAL RESPECTS.
1.2
INFORMATION ACCURATE - ALL INFORMATION GIVEN BY OR ON BEHALF OF
VISTA TO THE PURCHASER RELATING TO THE SHARES, INCLUDING THAT CONTAINED IN THE
DISCLOSURE DOCUMENTS, IS TRUE, COMPLETE AND ACCURATE IN ALL MATERIAL RESPECTS,
AND NONE OF THAT INFORMATION IS MISLEADING IN ANY MATERIAL RESPECT, WHETHER AS A
RESULT OF THE INCLUSION OF MISLEADING INFORMATION OR THE OMISSION OF MATERIAL
INFORMATION OR BOTH.
WHERE INFORMATION IS PROVIDED TO THE PURCHASER IN THE FORM
OF A FORECAST, EXPRESSION OF OPINION, INTENTION OR EXPECTATION, THE FORECAST,
EXPRESSION OF OPINION, INTENTION OR EXPECTATION IS SO FAR AS VISTA IS AWARE
FAIR, HONEST AND MADE ON REASONABLE GROUNDS.
1.3
ADVERSE CIRCUMSTANCES - OTHER THAN CIRCUMSTANCES AFFECTING THE
WHOLE OF THE MINING INDUSTRY OR PARTICULARLY THE MINING INDUSTRY OR CARRYING ON
BUSINESS IN BOLIVIA, VISTA IS NOT AWARE OF ANY CIRCUMSTANCES WHICH MIGHT
REASONABLY BE EXPECTED MATERIALLY AND ADVERSELY TO AFFECT EITHER OF:
(a)
the financial position, business,
operations, assets, profitability or prospects of Vista Gold Antigua or any of
the Subsidiaries; or
(b)
the value of the Shares.
1.4
ADDITIONAL INFORMATION - TO THE BEST OF ITS KNOWLEDGE, HAVING MADE
REASONABLE ENQUIRIES, ALL INFORMATION WHICH VISTA KNOWS ABOUT VISTA GOLD
ANTIGUA, WHICH WOULD BE REASONABLY LIKELY TO HAVE AN ADVERSE EFFECT ON VISTA
GOLD ANTIGUA'S PRESENT AND FUTURE RIGHT TO DEVELOP THE MINE ON THE PROPERTY HAS
BEEN FULLY DISCLOSED TO THE PURCHASER IN WRITING.
2.
GENERAL CORPORATE
2.1
Incorporation and corporate power - Each of
Vista and Vista Gold Antigua and each of the Subsidiaries is duly incorporated
and exists under the law of their respective places of incorporation, and each
has power to own its assets and to carry on its business as it is now conducted.
2.2
CONSTITUTION -
(A)
THE CONSTITUTION OF VISTA GOLD ANTIGUA AND
EACH OF THE SUBSIDIARIES TO BE DELIVERED TO THE PURCHASER AT CLOSING IS THE
PRESENT CONSTITUTION OF THE RELEVANT COMPANY, AND IS ACCURATE AND COMPLETE IN
ALL MATERIAL RESPECTS.
E-1
(B)
COPIES OF ALL RESOLUTIONS PASSED BY THE
BOARD OF DIRECTORS OR THE SHAREHOLDERS OF VISTA GOLD ANTIGUA AND EACH OF THE
SUBSIDIARIES HAVE BEEN PROVIDED TO THE PURCHASER.
(c)
The business and affairs of Vista Gold
Antigua and each of the Subsidiaries have been conducted in all material
respects in accordance with their respective Constitutions.
2.3
STATUTORY BOOKS AND RETURNS -
(a)
The register of shareholders, statutory
books and other registers of Vista Gold Antigua and each of the Subsidiaries are
up to date in all material respects and have been properly kept in accordance
with all legal requirements.
No notice or allegation that any of them is
incorrect or should be rectified has been received, and all transfers recorded
in the register have been properly stamped.
(b)
All returns, resolutions and other documents
which Vista Gold Antigua and each of the Subsidiaries is required