Vista Gold (VGZ) Proxy filing summary

Executive summary

• Artemis Gold will acquire all outstanding shares of Vista Gold via a court-approved plan of arrangement, with Vista shareholders receiving 0.0966 Artemis shares per Vista share, implying a 29% premium to the 20-day VWAP and a total transaction value of approximately US$427 million.

• The transaction is unanimously approved by both boards, with Vista’s board acting on the recommendation of a special committee and supported by fairness opinions from CIBC Capital Markets and ATB Cormark.

• Vista shareholders will own about 5% of the combined entity, maintaining exposure to the Mt Todd project and Artemis’s Blackwater mine, with no cash consideration or new debt incurred.

• The transaction is expected to close in January 2027, subject to shareholder, court, and regulatory approvals, including FIRB, Northern Territory Ministerial Consent, SEC, TSX, and TSXV.

Voting matters and shareholder proposals

• Vista shareholders will vote on the arrangement at a special meeting, requiring approval by at least 66 2/3% of votes cast and, if required, a simple majority excluding certain related parties.

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

• The arrangement includes customary deal protections: non-solicitation, right to match superior proposals, and a US$18 million termination fee under certain circumstances.

Board of directors and corporate governance

• Both companies’ boards unanimously approved the transaction after receiving independent financial and legal advice.

• Vista’s board established a special committee of independent directors to evaluate and recommend the transaction.

• Post-transaction, Artemis will replace Vista’s directors and officers as of the effective time, with resignations and mutual releases obtained.