Vista Gold (VGZ) Proxy filing summary

Executive summary

• September 20, 2026 agreement: Artemis Gold would acquire all outstanding shares for 0.0966 Artemis share per share; fixed exchange ratio, implying $2.83 per share and ~$427 million transaction value on a 100% basis as of September 18.

• Implied consideration represented premiums of 25% to the September 18 closing price and 29% to the 20-day VWAP; former holders are expected to own 5% of the combined entity, with existing Artemis Gold holders owning 95%.

• CIBC and ATB Cormark each concluded on September 19, 2026 that the consideration was fair to shareholders from a financial point of view.

• Completion is targeted by the end of Q1 2027, subject to shareholder, court, regulatory and exchange approvals and other closing conditions.

Voting matters and shareholder proposals

• Shareholders vote on the arrangement resolution: at least two-thirds of votes cast, plus a simple majority excluding 2,457,008 shares controlled by Frederick H. Earnest for MI 61-101 minority approval.

• The advisory compensation resolution requires a simple majority; it is nonbinding and not a closing condition, and arrangement-related compensation may be paid regardless of the vote.

• The Board unanimously recommends FOR both resolutions; directors and senior officers agreed to vote their shares in favor, representing 2.77% of outstanding shares as of September 20, 2026.

• If the arrangement is not completed, the next annual-meeting proposal deadlines are November 17, 2026 under U.S. rules and January 28, 2027 under the BCBCA; director-nomination proxy notice is due February 27, 2027, subject to timing conditions.

Board of directors and corporate governance

• The Special Committee, comprising all directors except Mr. Earnest, unanimously recommended the deal; the full Board unanimously found it fair and in shareholders’ best interests.

• All directors and senior officers signed voting support agreements; collectively they held 4,043,884 shares, 2,153,000 deferred share units and 2,004,331 restricted share units as of September 20, 2026.

• At Artemis Gold’s request, current directors and officers may be asked to resign at closing and be replaced by Artemis Gold designees. Pre-closing indemnification rights continue for six years after the effective date.

• The Board considered the negotiated terms, fiduciary-out provisions, deal protections, stakeholder impacts and transaction risks in making its recommendation.