0001104659-04-035467 Sample Contracts

WARRANT INDENTURE
Warrant Indenture • November 12th, 2004 • Vista Gold Corp • Gold and silver ores • British Columbia

VISTA GOLD CORP., a corporation continued under the laws of the Yukon Territory, having an office at Suite 5, 7961 Shaffer Parkway, Littleton, Colorado, U.S.A. 80127

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GLOBAL RESOURCE INVESTMENTS LTD. 7770 El Camino Real Carlsbad, California 92009 U.S.A.
Letter Agreement • November 12th, 2004 • Vista Gold Corp • Gold and silver ores • California

The following letter agreement (this “Letter Agreement”) amends and restates in its entirety the letter agreement, dated August 25, 2004 between Vista Gold Corp. (the “Company”) and Global Resource Investments Ltd. (the “Finder”) respecting the proposed Financing as defined below.

SUBSCRIPTION AGREEMENT
Subscription Agreement • November 12th, 2004 • Vista Gold Corp • Gold and silver ores • British Columbia

o 11. 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 $1,000,000.

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