Vista Gold Corp. has entered into a definitive arrangement agreement with Artemis Gold Inc. to be acquired in a court-approved plan of arrangement. Under the terms of the agreement, which was signed on September 20, 2026, Artemis Gold will acquire all of the issued and outstanding common shares of Vista Gold. Shareholders of Vista Gold will receive 0.0966 common shares of Artemis Gold for each share they own.
The transaction implies a consideration of US$2.83 per Vista Gold share, representing a total transaction value of approximately US$427 million on a 100% basis. This price represents a premium of 29% based on the 20-day volume-weighted average prices of Artemis Gold on the TSX Venture Exchange and Vista Gold on the NYSE American as of September 18, 2026. No cash consideration is payable, and no new debt is being incurred.
Vista Gold owns the Mt Todd gold project in Northern Territory, Australia. The project hosts 9.1 million ounces of Measured and Indicated Mineral Resources and 1.4 million ounces of Inferred Mineral Resources. Key regulatory approvals for constructing a 50,000 tonne per day processing facility have already been received. Upon completion, Artemis Gold intends to advance the project at that processing rate.
The transaction is subject to customary closing conditions, including approval by 66 2/3% of the votes cast by Vista Gold shareholders at a special meeting. It also requires approval from Australia’s Foreign Investment Review Board and the Northern Territory Minister, as well as approvals from the Toronto Stock Exchange and the TSX Venture Exchange. The Arrangement Agreement includes a termination fee of US$18,148,536 payable by Vista Gold under certain circumstances, such as if the company pursues a competing proposal.
