Vista Gold (VGZ) Proxy filing summary

Executive summary

• Announced a business combination with Artemis Gold Inc., offering a 29% premium to the 20-day VWAP and a 25% premium to the closing price on September 18, 2026.

• Vista shareholders will receive 0.0966 Artemis shares per Vista share, valuing the deal at $2.83 per Vista share and a total equity value of $427 million.

• Post-transaction, Vista shareholders will own approximately 5% of Artemis, gaining exposure to both the Blackwater Mine and Mt Todd Gold Project.

• Transaction unanimously approved by both boards, with completion targeted for January 2027, pending shareholder and regulatory approvals.

• Artemis brings a strong financial position, proven project development team, and a track record of timely, on-budget mine expansions.

Voting matters and shareholder proposals

• Vista shareholders will vote on the transaction at a special meeting in December 2026, requiring a two-thirds majority for approval.

• Directors and senior officers have entered into voting support agreements to vote in favor of the transaction.

• Definitive proxy statement to be mailed in November 2026.

Board of directors and corporate governance

• Boards of both companies unanimously approved the transaction after consulting financial and legal advisors.

• Arrangement agreement includes customary deal protections: break fee, non-solicitation, and right to match for Artemis.