Artemis Gold to Acquire Vista Gold for US$427 Million, Adding Mt Todd and Its 5.2 Million Ounce Reserve

Vista Gold Corp. (NYSE American: VGZ, TSX: VGZ), a gold development company whose material asset is the Mt Todd project in Australia’s Northern Territory, announced on September 21, 2026 that Artemis Gold (TSXV: ARTG) has agreed to acquire the company in an all-stock transaction valued at approximately US$427 million on a 100% basis. Vista shareholders will receive 0.0966 Artemis common shares for each Vista common share, implying US$2.83 per Vista share. Consequently, a deposit that spent years waiting for a development partner moves inside a producer that is already generating cash.

All Stock, at a 25% Premium to the Last Close

The companies describe the consideration as a 25% premium to Vista’s last closing price and a 29% premium on the 20-day volume-weighted average prices of both stocks as at September 18, 2026. On completion, existing Artemis shareholders would hold roughly 95% of the combined company and Vista shareholders roughly 5%. That split excludes the 4.95% of Vista that Artemis already owns, which Artemis intends to cancel at closing.

The transaction is structured as a court-approved plan of arrangement under the Business Corporations Act of British Columbia. Both boards approved it unanimously, Vista’s independent special committee recommended it unanimously, and Vista’s board received fairness opinions from CIBC Capital Markets and ATB Cormark. Vista’s directors and senior officers signed voting support agreements, although the release does not say what share of the register those cover. Customary protections apply, including a non-solicitation covenant, a right for Artemis to match any superior proposal, and a US$18 million termination fee payable by Vista, which works out to roughly 4% of the headline value. No reverse termination fee payable by Artemis was disclosed.

Mt Todd Is the Asset, and Two Studies Describe It

Mt Todd sits about 290 kilometres southeast of Darwin. Vista has published two feasibility studies on the deposit, and the gap between them matters more than usual here, because the buyer has pointed at the larger one.

The July 2025 study covers a 15,000 tonne per day operation. It reports proven and probable reserves of 171.98 million tonnes grading 0.94 grams of gold per tonne, for 5.19 million contained ounces, sitting within measured and indicated resources of 9.1 million ounces and a further 1.4 million ounces in the inferred category. The study models a 30-year mine life, average annual production of 153,000 ounces across the first 15 years, initial capital of US$425 million, and all-in sustaining costs of US$1,449 per ounce over that same period. At a US$2,500 gold price it returns an after-tax net present value at a 5% discount rate of US$1.1 billion and an internal rate of return of 27.8%.

The earlier 2024 study describes a much bigger mine on the same ground: 50,000 tonnes per day, proven and probable reserves of 280.38 million tonnes grading 0.77 grams per tonne for 6.98 million ounces, initial capital of US$1.03 billion, and life-of-mine all-in sustaining costs of US$1,034 per ounce. Its economics were run at lower metal prices than the 2025 work. At US$1,800 gold the study shows an after-tax net present value at a 5% discount rate of US$1.13 billion and a 20.4% internal rate of return, rising to US$1.88 billion and 29.6% at US$2,100.

Artemis has signaled which configuration it is thinking about. The release states that Artemis intends to optimize the development plan for Mt Todd up to the current regulatory approved throughput rate of 50,000 tonnes processed per day. That phrasing points toward the 2024 case rather than the 2025 one, without committing to it, and Artemis has published no design of its own. So the two studies bracket the outcome instead of predicting it. The larger configuration carries 1.79 million more reserve ounces at a lower grade and roughly US$600 million more initial capital, and it produces them at about US$415 per ounce less in sustaining cost. Anyone anchoring on the US$1.1 billion headline from 2025 is valuing a mine the acquirer has already said it may not build.

What Has to Clear Before January

Closing depends on a list of approvals. Vista shareholders must approve the arrangement by 66 and two-thirds percent of votes cast, with a simple majority of disinterested votes also required if Multilateral Instrument 61-101 applies. Beyond that, the deal needs British Columbia court approval, clearance from Australia’s Foreign Investment Review Board, Northern Territory Ministerial Consent, and approvals from the Securities and Exchange Commission, the Toronto Stock Exchange and the TSX Venture Exchange. Vista expects to mail its proxy statement in November 2026, hold the shareholder meeting in December, and complete the transaction in January 2027.

Permitting deserves attention because it is partially, not fully, resolved. The environmental impact statement was approved in September 2014 and the federal EPBC authorization in January 2018, while the Mining Management Plan was approved in June 2021 and converted to a Deemed Environmental Mining Licence in July 2024. However, Vista’s most recent annual report states that the company is still aligning those approvals with the plans and designs in the feasibility study and anticipates approval of the modifications in 2027, which is after the expected closing date.

On the balance sheet, Vista reported US$49.5 million in cash at June 30, 2026, against US$13.6 million at the end of 2025, with no debt and a second quarter net loss of US$3.0 million, or $0.02 per share. The company is pre-production and has no revenue. The cash position reflects a US$44.85 million equity offering that closed in March 2026. Artemis, by contrast, operates the Blackwater mine in British Columbia and produced 74,063 ounces in the second quarter at all-in sustaining costs of US$955 per ounce sold, maintaining guidance of 265,000 to 290,000 ounces for 2026. Artemis says completion of the Blackwater EP2 expansion, expected by mid-2028, remains its priority focus, and that development and construction spending at Mt Todd would not be required before EP2 is complete.

Strategic Investment Summary

• All-Stock Acquisition: Vista Gold (NYSE American: VGZ) agreed to be acquired by Artemis Gold at 0.0966 Artemis shares per Vista share, implying US$2.83 per share and approximately US$427 million on a 100% basis.
• Premium and Ownership: The consideration carries a 25% premium to the last close and 29% to the 20-day volume-weighted average prices as at September 18, 2026, and leaves Vista holders with roughly 5% of the combined company.
• Reserve Acquired: The 2025 feasibility study reports proven and probable reserves of 5.19 million ounces at 0.94 grams per tonne, within measured and indicated resources of 9.1 million ounces.
• Two Development Cases: The 2025 study models 15,000 tonnes per day at US$425 million of initial capital, while the 2024 study models 50,000 tonnes per day at US$1.03 billion, and Artemis says it intends to optimize the plan up to the 50,000 tonne per day approved rate.
• Conditions and Timing: Completion requires 66 and two-thirds percent shareholder approval, British Columbia court approval, Australian FIRB clearance and Northern Territory Ministerial Consent, and is expected in January 2027.
• Balance Sheet and Break Fee: Vista held US$49.5 million in cash at June 30, 2026 with no debt and no revenue, and a US$18 million termination fee is payable by Vista if it pursues a superior proposal.

Find out more about the latest corporate developments and financial reports at the Vista Gold investor portal.