Item 1.01 Entry into a Material Definitive
Agreement
Warrant Indenture
On August 8, 2016, Vista Gold Corp. (the
“Registrant”) in connection with its closing of an offering of units of the Registrant entered into a warrant indenture
(the “Warrant Indenture”) between the Registrant and Computershare Trust Company of Canada, as the warrant agent.
The Registrant issued an aggregate of 6,514,625
Warrants in connection with the closing of the Offering under the Warrant Indenture. Under the terms of the Warrant Indenture,
each whole common share purchase warrant (each a “Warrant” and collectively, the “Warrants”) entitle the
holder (the “Warrantholder”) to purchase one common share of the Company upon the exercise of the Warrant (each a
“Warrant Share” and collectively, the “Warrant Shares”) at a price of $1.92 per Warrant Share. The Warrants
will be exercisable at any time prior to 4:30 p.m. (Toronto time) on August 8, 2019 (the “Expiry Time”), after the
Expiry Time, the Warrants will expire and become null and void. The exercise price for the Warrants is payable in United States
dollars.
The Warrantholders are entitled to a
“cashless exercise” option if, at any time of exercise, there is no effective registration statement registering,
or no current prospectus available for, the offer and sale of Warrant Shares under the United States Securities Act of 1933,
as amended. This option entitles the Warrantholders to elect to receive fewer Warrant Shares without paying the cash exercise
price. The number of Warrant Shares to be issued would be determined by a formula based on the total number of Warrant Shares
with respect to which the Warrant is being exercised, the daily volume weighted average price for the Company’s common
shares for the 20 consecutive Trading Days (as defined in the Warrant Indenture) immediately preceding the date of exercise
and the applicable exercise price of the Warrants. The Warrantholders also have certain buy-in rights that require the
Registrant to make certain buy in payments in the event the Registrant fails to cause the Warrant Agent to deliver Warrant
Shares within three business days of exercise and the Warrantholder is required by its broker to purchase (in an open market
transaction or otherwise) or the Warrantholder’s brokerage firm otherwise purchases, Common Shares to deliver in
satisfaction of a sale by the Warrantholder of the Warrant Shares that the Warrantholder anticipated receiving upon such
exercise.
The exercise price and the number of
Warrant Shares issuable upon the exercise of each Warrant are subject to adjustment upon the happening of certain events,
such as a distribution on the common shares, or a subdivision, consolidation or reclassification of the common shares. In
connection with a Rights Offering, subject to the approval of the Toronto Stock Exchange and the consent of a majority of the
Registered Warrantholders, the Warrantholder will be entitled to acquire, upon the terms applicable to such Rights Offering,
(as defined in the Warrant Indenture) the aggregate number of Common Shares that the Warrantholder could have acquired if the
Warrantholder had held the number of Common Shares acquirable upon complete exercise of the Warrantholder’s Warrants
then held, subject to certain beneficial ownership limitations under which such rights shall be held in abeyance. In
connection with a Special Distribution, (as defined in the Warrant Indenture) the right of the Warrantholder to participate
in such Special Distribution to the same extent that the Warrantholder would have participated therein if the Warrantholder
had held the number of Common Shares acquirable upon complete exercise of the Warrantholder’s Warrants then held shall
be held in abeyance until the Warrantholder exercises the Warrant. In addition, upon any fundamental transaction, such as a
merger, consolidation, sale of all or substantially all of the Registrant’s assets, share exchange or business
combination, the Warrants will thereafter evidence the right of the holder to receive the securities, property or cash
deliverable in exchange for or on the conversion of or in respect of the common shares to which the holder of a common share
would have been entitled immediately on such event.
Neither the Registrant nor the Warrant
Agent shall effect any exercise of a Warrant, and a Warrantholder shall not have the right to exercise any portion of a Warrant,
to the extent that, after giving effect to such issuance after exercise, the Warrantholder (together with the Warrantholder’s
Affiliates) would beneficially own in excess of 4.99% of the number of Common Shares outstanding of the Registrant. The Warrantholder,
upon written notice to the Registrant (effective on the sixty-first (61st) day after such notice), may increase or decrease such
limitation, provided that the limitation does not exceed 9.99%.
The foregoing summary of the material provisions
of the Warrant Indenture is qualified in its entirety by reference to the Warrant Indenture, a copy of which is filed as Exhibit
4.1 to this Current Report on Form 8-K and which is hereby incorporated by reference into this Item 1.01. Capitalized terms not
defined herein have the meanings set forth in the Warrant Indenture.