0000912282-11-000205 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • April 12th, 2011 • Vista Gold Corp • Gold and silver ores

GMP Securities L.P. (“GMP”) and Wellington West Capital Markets Inc. (each, an “Underwriter” and, collectively, the “Underwriters”) hereby severally, in respect of the percentages set forth in Section 7.1 of this Agreement, and not jointly, offer to purchase from Vista Gold Corp. (the “Corporation”) upon and subject to the terms hereof, an aggregate of 9,000,000 common shares of the Corporation (the “Base Shares”) at a price of Cdn$3.30 per Share (the “Offering Price”).

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