This entry is sourced from Vista Gold's Exhibit 99.1 press release filed as part of an 8-K on September 21, 2026. The transaction is a signed definitive agreement that had not yet closed; full details were expected in Vista Gold's definitive proxy statement, to be mailed to shareholders in November 2026, with a shareholder meeting expected in December 2026 and closing expected in January 2027, contingent on shareholder and court approval.
BMO Capital Markets is acting as financial advisor to Artemis Gold. CIBC Capital Markets is acting as financial advisor to Vista Gold and has provided a fairness opinion to the Vista Gold board of directors; ATB Cormark separately provided an independent fairness opinion to the Vista Gold board.
Blake, Cassels & Graydon LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are acting as Artemis Gold's legal advisors. Stikeman Elliott LLP and Davis Graham & Stubbs LLP are acting as Vista Gold's legal advisors.
Under the terms disclosed, Vista Gold shareholders will receive 0.0966 common shares of Artemis Gold for each Vista Gold common share held, implying consideration of US$2.83 per Vista Gold share and a total transaction value of approximately US$427 million on a 100% basis, a 29% premium to the 20-day volume-weighted average price and a 25% premium to the last closing price as of September 18, 2026. The consideration is payable entirely in Artemis Gold common shares, with no cash consideration and no new debt incurred. Upon completion, existing Artemis Gold and Vista Gold shareholders are expected to own approximately 95% and 5% of the combined company, respectively. The agreement includes a termination fee of US$18 million payable by Vista Gold under certain customary circumstances, including termination in connection with Vista Gold pursuing a superior proposal, and requires approval by 66 2/3% of Vista Gold shareholder votes cast.
The release does not disclose the specific fee arrangements for BMO Capital Markets, CIBC Capital Markets, ATB Cormark, or any of the four named law firms. The transaction also remains subject to Australia's Foreign Investment Review Board approval, Northern Territory Ministerial Consent, and SEC, TSX, and TSX Venture Exchange approvals, none of which had been obtained as of this release.