UNDERWRITING AGREEMENTUnderwriting Agreement • August 3rd, 2016 • Vista Gold Corp • Gold and silver ores • British Columbia
Cantor Fitzgerald Canada Corporation (“CFCC”) and Rodman & Renshaw a unit of H.C. Wainwright & Co., LLC (together with CFCC, the “Co-Lead Underwriters” and acting as joint bookrunners), together with Sprott Private Wealth LP, Roth Capital Partners, LLC and Jett Capital Advisors, LLC acting as co-managers (collectively with the Co-Lead Underwriters, the “Underwriters”), understand that, subject to the terms and conditions stated herein, Vista Gold Corp., a company continued under the Business Corporations Act (British Columbia) (the “Company”), proposes to issue and sell to the Underwriters an aggregate of 10,750,000 units (the “Firm Units”), each Firm Unit consisting of one common share in the capital of the Company (a “Unit Share”) and one-half of one common share purchase warrant in the capital of the Company (each full warrant, a “Warrant”), with each Warrant entitling the holder thereof to purchase one common share in the capital of the Company (each a “Warrant Share”) at any time
