VANCOUVER, British Columbia, Sept 21 — Artemis Gold Inc. (TSXV: ARTG) (“Artemis Gold” or the “Company”) and Vista Gold Corp. (NYSE American and TSX: VGZ) (“Vista Gold”) are pleased to announce they entered into a definitive agreement on September 20, 2026 (the “Arrangement Agreement”) whereby Artemis Gold will acquire all of the issued and outstanding shares of Vista Gold, owner of the Mt Todd gold project in Northern Territory, Australia, pursuant to a court-approved plan of arrangement (the “Transaction”). Artemis Gold currently holds 4.95% of the shares outstanding of Vista Gold.
Under the terms of the Transaction, Vista Gold shareholders will receive 0.0966 common shares of Artemis Gold for each Vista Gold common share (the “Exchange Ratio”). The Exchange Ratio implies consideration of US$2.83 per Vista Gold common share, a total transaction value of approximately US$427 million on a 100% basis, and represents a premium of 29% based on the 20-day volume-weighted average prices of Artemis Gold on the TSX Venture Exchange (the “TSXV”) and Vista Gold on the NYSE American as at September 18, 2026.
The consideration is payable in Artemis Gold common shares. No cash consideration is payable, and no new debt is being incurred. Upon completion of the Transaction, it is expected that existing Artemis Gold and Vista Gold shareholders will own approximately 95% and 5%1 of the pro forma company, respectively.
Strategic Rationale and Benefits to Artemis Gold Shareholders
- Preserves and further strengthens the Artemis Gold investment thesis: the Blackwater Phase 1A and EP2 expansions remain the priority and principal value driver for Artemis Gold. Mt Todd construction is expected to advance following the completion of EP2.
- Adds an advanced-stage, gold development asset of scale in a favourable mining jurisdiction: Vista Gold’s feasibility stage Mt Todd project in Northern Territory, Australia, hosts 9.1 million ounces of Measured and Indicated Mineral Resources and 1.4 million ounces of Inferred Mineral Resources with multiple key permits previously received2 for construction of a 50,000 tonne per day (tpd) processing facility.
- Establishes a growth pathway to one million ounces per year: This medium-term target will not impact the sequencing or funding of the Phase 1A and EP2 expansion projects. Following delivery of the current Blackwater expansions, the combination of an optimized Blackwater operation and a developed Mt Todd project offers Artemis Gold a pathway toward annual gold production of more than one million ounces. Artemis Gold intends to advance Mt Todd at 50,000 tpd processing rate, aligned with the previously granted permits.
- Leverages Artemis Gold management team’s proven ability to develop gold assets: Artemis Gold has a team with demonstrated capability in the design, construction, commissioning and operation of new gold mines, including processing of hard ores, together with deep Australian industry experience. Our team is well equipped to advance near-term work plans which will include engineering, permitting and project optimization.
- Mt Todd development timeline sequences well with the completion of Blackwater EP2: Completion of Blackwater EP2 expansion expected by mid-2028 will remain the priority focus for Artemis Gold. Potential development and construction spend at Mt Todd would not be required prior to the completion of Blackwater EP2.
- Maintains a strong financial foundation for future growth: Cash flow generation from Blackwater post EP2 is expected to comfortably fund a potential development decision for Mt Todd and potential Blackwater development and optimization beyond EP2, together with capital returns to shareholders.
Strategic Rationale and Benefits to Vista Gold Shareholders
- Immediate premium and compelling value: Provides Vista Gold shareholders with immediate and attractive premiums of 25% to the last closing price, and 29% to the 20-day VWAP of Vista Gold shares for the period up to and including September 18, 2026.
- Continued exposure to Mt Todd and future value creation: Vista Gold shareholders will retain meaningful exposure to the future development and value creation potential of Mt Todd through their equity interest in Artemis Gold.
- Exposure to near-term value accretion at Artemis Gold’s Blackwater mine: Vista Gold shareholders will participate in the realization of near-term production growth from completion of Blackwater Phase 1A and EP2 expansions. Following the completion of EP2, Artemis Gold’s Blackwater mine in British Columbia is expected to produce more than 500,000 ounces of gold per annum with industry leading all-in sustaining costs, cementing it as a world-class gold mine with further optimization, growth and exploration potential.
- Participation in the growth of a larger gold producer: Following completion of the Transaction and Blackwater EP2, Vista Gold shareholders will participate in the growth and financial strength of a diversified gold producer with a world-class producing asset in British Columbia and an advanced-stage development asset in Australia.
- A clear pathway and funding to advance Mt Todd: Artemis Gold’s strong financial position and expected future operating cash flows combined with its proven project development and construction team uniquely position it to develop and unlock the full potential of Mt Todd, which removes financing uncertainty.
- Enhanced trading liquidity and access to capital: Significantly improved trading liquidity and access to capital as a shareholder in a larger, more diversified intermediate gold producer, thereby eliminating single asset developer risk.
Artemis Gold CEO Dale Andres commented: “Delivery of Blackwater Phase 1A and EP2 expansions continue to be our priority focus. This transaction presents an attractive opportunity to add a high-quality development asset that, when combined with our ongoing and future growth opportunities for Blackwater, provides a pathway to achieving one million ounces of gold production per year.
Mt Todd is a unique, advanced stage project in a mining-friendly jurisdiction that fits nicely as an extension to our growth strategy and proven engineering and mine building capabilities. As with Blackwater, this is a multi-million ounce gold deposit that can be built at scale leveraging our financial strength and project development and management teams. We look forward to working with the Vista Gold shareholders and Mt Todd stakeholders to make this vision a reality.”
Vista Gold CEO Fred Earnest stated: “We believe the combination with Artemis Gold is the best way to maximize value delivery for our shareholders, both immediately and in the longer term. This transaction allows our shareholders to realize an immediate premium to market, participate in the expansion opportunities in progress at Blackwater and enhance longer term value through the development of Mt Todd at a larger scale than Vista could undertake on its own. This is an exciting and transformational opportunity to unlock the significant underlying value of Mt Todd as part of a growing, experienced, high-quality intermediate gold producer.”
Overview of Vista Gold
Vista Gold is an NYSE American and TSX listed gold developer with a current market capitalization of US$341 million. Vista Gold has a 100% interest in the Mt Todd Project in Northern Territory, Australia.
As of June 30, 2026, Vista Gold had US$50 million of cash and cash equivalents, and no debt.
Mt Todd Gold Project
Mt Todd is approximately 290 km southeast of Darwin in the Northern Territory, Australia and 56 km by road northwest of Katherine. The deposit is located on lands owned by the Jawoyn Association Aboriginal Corporation (Jawoyn Association). An agreement is in place with the Jawoyn Association that governs the use of the land and allows for the development of the project.
Prior mining and milling operations at Mt Todd closed in 2001. There is a paved road into the site and major rail and gas pipeline infrastructure is nearby. The development project has been granted key regulatory approvals for constructing and operating a processing facility at 50,000 tonnes per day.
Mt Todd is surrounded by more than 1,300 km2 of contiguous exploration licenses held by Vista Gold. This district-scale tenement package contains multiple known occurrences of gold, copper, tin and tungsten over a >25 km northeast trend and has experienced limited modern exploration.
Following completion of the Transaction, Artemis Gold intends to optimize the development plan for Mt Todd up to the current regulatory approved throughput rate of 50,000 tonnes processed per day, reflective of its development expertise and expected funding ability based on future available cash flows expected from EP2 at Blackwater. Initial efforts will be on engineering and permitting with construction spend not expected until after Blackwater EP2 is in full production. Artemis Gold will provide an update to the market on its proposed work plan for Mt Todd at the closing of the Transaction, expected in Q1 2027.
Transaction Summary
The proposed Transaction will be effected pursuant to a court approved plan of arrangement under the Business Corporations Act (British Columbia). The Transaction will require approval by (i) 66 2/3% of the votes cast by the shareholders of Vista Gold, and (ii) if required, a simple majority of the votes cast by shareholders of Vista Gold, excluding for such purpose the votes required to be excluded pursuant to Section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, at a special meeting to consider the Transaction. The directors and senior officers of Vista Gold have entered into customary voting support agreements, pursuant to which they have committed to vote their common shares held in favour of the Transaction.
In addition to shareholder and court approvals, the Transaction is subject to applicable regulatory approvals, including Australia’s foreign investment review board (FIRB) approval and Northern Territory Ministerial Consent, US Securities and Exchange Commission (SEC), Toronto Stock Exchange (TSX) and TSX Venture Exchange approvals, and the satisfaction of certain other closing conditions customary for a transaction of this nature. The Arrangement Agreement provides for customary deal protections, including a non-solicitation covenant on the part of Vista Gold and a right for Artemis Gold to match any Superior Proposal (as defined in the Arrangement Agreement). The Arrangement Agreement includes a termination fee of US$18 million, payable by Vista Gold, under certain customary circumstances (including if the Arrangement Agreement is terminated in connection with Vista Gold pursuing a Superior Proposal).
Board of Directors’ Recommendation
After consultation with its outside financial and legal advisors, the Board of Directors of Artemis Gold has unanimously approved the Transaction.
The Board of Directors of Vista Gold appointed a special committee of independent directors (the “Special Committee”) to consider and make a recommendation with respect to the Transaction. Based on the unanimous recommendation of the Special Committee, and after consultation with its outside financial and legal advisors, the Board of Directors of Vista Gold has unanimously approved the Transaction. The Board of Directors of Vista Gold recommends that Vista Gold shareholders vote in favour of the Transaction.
CIBC Capital Markets has provided a fairness opinion to the Vista Gold Board of Directors, and ATB Cormark has provided an independent fairness opinion to the Vista Gold Board of Directors, to the effect that, as of the date hereof, and based upon and subject to the assumptions, limitations and qualifications stated in each such opinion, the consideration to be received by Vista Gold shareholders is fair, from a financial point of view, to the shareholders of Vista Gold.
Estimated Timeline
Full details of the Transaction will be included in Vista Gold’s definitive proxy statement, which is expected to be mailed to Vista Gold shareholders in November 2026, with the Vista Gold shareholder meeting expected to be held in December 2026. If approved by Vista Gold shareholders and the court, and the other conditions are satisfied, the Transaction is expected to be completed in January 2027.
