Artemis Gold to buy Vista Gold for about $427 million in stock

Vista Gold Corp. said it entered a definitive Arrangement Agreement on September 20, 2026 for Artemis Gold Inc. to acquire all outstanding Vista common shares in an all-stock plan of arrangement. Under the terms, Vista shareholders would receive 0.0966 Artemis shares per Vista share.

According to Exhibit 99.1, the exchange ratio implies about US$2.83 per Vista share and a total transaction value of about US$427 million on a 100% basis, representing a premium of about 29% to the 20-day volume-weighted average prices of both stocks as of September 18, 2026 (and about 25% to Vista’s last closing price). The consideration is payable entirely in Artemis common shares; the release states no cash is payable and no new debt is being incurred for the deal.

Deal mechanics and ownership

Artemis already holds about 4.95% of Vista and intends to cancel that stake on completion. On a pro forma basis, existing Artemis and Vista shareholders are expected to own about 95% and 5% of the combined company, respectively (excluding Artemis’s Vista stake that is to be cancelled). Fractional Artemis shares would be rounded down. Vista’s board unanimously approved the Arrangement Agreement after a Special Committee recommendation and resolved to recommend that Vista shareholders vote for the Arrangement Resolution.

Asset and strategic frame

Vista’s principal asset is the Mt Todd gold project in Australia’s Northern Territory. Exhibit 99.1 describes Mt Todd as a feasibility-stage development asset and cites company resource figures of 9.1 million ounces Measured and Indicated and 1.4 million ounces Inferred; those mineral-resource statements are taken from the release and are not independently verified in this brief. Artemis says Blackwater Phase 1A and EP2 remain its priority, with Mt Todd construction expected to advance after EP2.

Economics and conditions disclosed

Vista must pay a termination fee of US$18,148,536 in specified circumstances set out in the Arrangement Agreement (including certain board recommendation changes). The Outside Date is April 15, 2027, subject to extension for up to 60 days in connection with obtaining certain key regulatory approvals. Exhibit 99.1 also states that as of June 30, 2026 Vista had about US$50 million of cash and cash equivalents and no debt.