Form of Lock-Up Agreement

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Exhibit 4.1

Form of Lock-Up Agreement

Lock-Up Agreement

September 15, 2009

DAHLMAN ROSE & COMPANY, LLC
WELLINGTON WEST CAPITAL MARKETS INC.
    as Representative for the Underwriters
    listed in Schedule E to the Underwriting Agreement
c/o Dahlman Rose & Company, LLC
142 West 57 ^th  Street, 18 ^th  Floor
New York, New York 10019

Ladies and Gentlemen:

        This agreement (" Lock-Up Agreement ") is being delivered to you in connection with the underwriting agreement (the " Underwriting Agreement ") entered into by Vista Gold Corp., a Canadian corporation (the " Company "), and you with respect to the offering (the " Offering ") of common shares, without par value per share, of the Company (the " Common Shares "). Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Underwriting Agreement.

        The execution and delivery by you of this Lock-Up Agreement is a condition to the closing of the Offering. In consideration of the closing of the Offering and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that, for a period (the " Lock-Up Period ") beginning on the date hereof and ending on, and including, the date that is 90 days after the date of the final prospectus supplement relating to the Offering, the undersigned will not, without the prior written consent of Dahlman Rose & Company, LLC and Wellington West Capital Markets Inc. (i) offer, sell, contract to sell, pledge, transfer, assign or otherwise dispose of (including, without limitation, by making any short sale, engage in any hedging, monetization or derivative transaction) or file (or participate in the filing of) a registration statement, prospectus or other Canadian securities offering document, with the U.S. Securities and Exchange Commission or any Canadian Regulator (the " Commissions ") in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the " Exchange Act "), and the rules and regulations of the Commissions promulgated thereunder with respect to, any Common Shares or any other securities of the Company that are substantially similar to Common Shares, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Shares or any other securities of the Company that are substantially similar to Common Shares, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The foregoing sentence shall not apply to (a) transfers of shares of Common Shares or any security convertible into or exercisable or exchangeable for Common Shares disposed of as bona fide gifts, (b) transactions by the undersigned relating to shares of Common Shares or other securities acquired in open market transactions after the completion of the Offering, (c) entry into written trading plans for the sale or other disposition by the undersigned of Common Shares for purposes of complying with Rule 10b5-1 of the Exchange Act (" 10b5-1 Plans "), provided that no sales or other distributions pursuant to a 10b5-1 Plan may occur until the expiration of the Lock-Up Period, (d) transfers by the undersigned of shares of Common Shares or any sec