Vista Gold (VGZ) Proxy filing summary

Executive summary

• Q3 ended September 30, 2026 with $43.5 million cash, no debt and a $6.4 million net loss, versus a $0.7 million loss in Q3 2025.

• Mt Todd advancement continued through permitting work, Australian leadership team development and technical optimization initiatives.

• A September 20 agreement proposes Artemis’ acquisition of all eligible common shares; if the arrangement is not completed, operations would continue independently with Mt Todd advancement.

Voting matters and shareholder proposals

• Completion of the arrangement is subject to required shareholder, court, regulatory, governmental and stock exchange approvals.

• The preliminary proxy statement was filed October 19, 2026; a definitive proxy statement was expected in the coming weeks, with proxy materials to be mailed after filing.

Risk oversight and compliance

• Completion risks include failure to obtain approvals or satisfy conditions, possible termination or litigation, and fluctuations in Artemis’ share value under the fixed exchange ratio.

• While the arrangement is pending, operations continue in the ordinary course subject to agreement covenants and restrictions.