Vista Gold (VGZ) M&A announcement summary

Deal rationale and strategic fit

• The combination delivers an immediate premium to shareholders and de-risked exposure to growth from Blackwater and Mt Todd projects.

• Shareholders gain continued exposure to Mt Todd and near-term value from Blackwater expansions, with Mt Todd development sequenced after Blackwater EP2 completion.

• The enlarged entity will operate in two favorable jurisdictions: British Columbia and Northern Territory, supporting diversification.

• Artemis' experience and financial strength support full-scale development of Mt Todd post-Blackwater expansion.

• Acquisition adds an advanced-stage gold development asset in Australia, supporting growth ambitions and diversification.

Financial terms and conditions

• Vista shareholders receive 0.0966 Artemis shares per Vista share, valued at US$2.83 per share, with a total transaction equity value of US$427 million.

• The offer represents a 29% premium to the 20-day VWAP and a 25% premium to the closing price on September 18, 2026.

• Vista shareholders will own approximately 5% of Artemis post-closing.

• Consideration is entirely in Artemis shares; no cash or new debt involved.

• Arrangement Agreement includes break fee, non-solicitation, and right to match provisions.

Integration plans and timeline

• Transaction announced September 2026; proxy statement to be mailed in November; shareholder meeting in December; closing expected January 2027.

• Transaction to be completed via a court-approved plan of arrangement.

• Mt Todd construction spend to commence only after Blackwater EP2 is in full production, expected by mid-2028.

• Initial focus on engineering, permitting, and project optimization for Mt Todd.

• Artemis plans to update Mt Todd development plans post-transaction, sequencing with Blackwater expansion.