Artemis Gold Agrees to Acquire Vista Gold, Adding an Advanced Stage Gold Development Asset in Australia

Artemis Gold Inc. (TSXV: ARTG) agreed on September 20, 2026, to acquire 100% of Vista Gold (NYSE American/TSX: VGZ) through a court-approved plan of arrangement under the BC Business Corporations Act. The transaction is an all-stock deal with a consideration of 0.0966 ARTG shares per VGZ share, involving no cash and no new debt. The implied value is US$2.83 per VGZ share, resulting in a total transaction value of approximately US$427 million on a 100% basis. This represents a premium of 29% to the 20-day volume-weighted average price and 25% to the last closing price.

Artemis currently holds a 4.95% stake in Vista, which will be cancelled as part of the arrangement. Pro forma ownership is expected to consist of approximately 95% existing ARTG holders and 5% VGZ holders. The target asset is Mt Todd in the Northern Territory of Australia. The resource estimate, effective July 25, 2025, uses a 0.4 g/t cut-off, a pit shell at US$1,950/oz, and an assumed recovery of 89.7%. It includes 9.1 million ounces of Measured and Indicated resources across 316.4 million tonnes at 0.83 g/t Au in the Batman zone, 0.23 million ounces of Indicated resources in the legacy Heap Leach Pad (13.4 million tonnes at 0.54 g/t), and 0.43 million ounces of Measured and Indicated resources at Quigleys (1.26 g/t). Additionally, there are 1.43 million ounces of Inferred resources, comprising 1,369,000 ounces at Batman and 63,000 ounces at Quigleys.

Mt Todd is permitted for a 50,000 tonnes per day processing facility. Prior mining and milling operations at the site closed in 2001. The site features paved road access, nearby rail and gas pipeline infrastructure, and sits on Jawoyn Association land under an existing agreement. It is surrounded by more than 1,300 square kilometers of contiguous exploration licences containing known gold, copper, tin, and tungsten occurrences over a trend exceeding 25 kilometers. Vista holds US$50 million in cash and no debt as of June 30, 2026, with a stated market capitalization of US$341 million. The referenced technical work is a 15,000 tonnes per day feasibility study effective July 29, 2025; Artemis intends to advance Mt Todd at a 50,000 tonnes per day scale, which differs significantly from the study's basis.

The development sequencing prioritizes Blackwater. Phase 1A and EP2 "remain the priority," with Mt Todd construction spend "not expected until after Blackwater EP2 is in full production." Blackwater post-EP2 cash flow is expected to fund a future Mt Todd development decision and capital returns.

Regulatory approvals required include a 66⅔% VGZ shareholder vote, a possible MI 61-101 majority-of-the-minority vote, court approval, Foreign Investment Review Board (FIRB) clearance, Northern Territory Ministerial Consent, SEC approval, and TSX/TSXV approval. A proxy was mailed in November 2026, with a shareholder meeting scheduled for December 2026 and closing expected in January 2027. A termination fee of US$18 million, payable by Vista in customary circumstances, represents approximately 4% of the deal value.

The release does not contain a Mt Todd capital expenditure estimate at 50,000 tonnes per day, any net present value, internal rate of return, or preliminary economic assessment for a 50,000 tonnes per day design, any Mt Todd reserve tonnage, any pro forma financials, or any funding plan beyond "cash flow from Blackwater post-EP2." Artemis stated it will publish its Mt Todd work plan only at closing, expected in the first quarter of 2027.

Artemis Gold Inc. (ARTG) is transforming from a single-asset British Columbia producer into a two-asset, two-jurisdiction gold company, establishing a stated medium-term pathway to production exceeding 1 million ounces per year. This marks a significant shift from its prior publicly guided profile of more than 500,000 ounces annually following the EP2 project.

The acquisition price appears low in resource terms. Artemis is paying US$427 million for 9.1 million ounces of Measured and Indicated (M&I) resources, equating to approximately US$47 per ounce of M&I resource, ~US$41 per ounce including the 1.4 million ounces of Inferred resources, and ~US$36 per ounce of total resource net of Vista’s US$50 million in cash. The implied enterprise value is approximately US$377 million. By comparison, Artemis’s own enterprise value of approximately C$9.82 billion (US$7.2 billion at an inferred ~1.37 C$/US$ cross-checked from the release's own deal math) sits against 8.0 million ounces of Blackwater reserves and 12.4 million ounces of M&I gold resource. This values Artemis at roughly US$580 per ounce of M&I resource and ~US$900 per reserve ounce, meaning Artemis is acquiring resource at a fraction of its own implied per-ounce valuation.

However, this discount carries risks. Mt Todd is a 0.83 g/t bulk-tonnage, development-stage project requiring a multi-year, multi-billion-dollar construction program. The study basis is a 15,000 tonnes per day (ktpd) feasibility study, while the intended 50 ktpd build represents more than three times that throughput and has no published capital estimate, net present value (NPV), or internal rate of return (IRR). The project is located in a jurisdiction requiring Foreign Investment Review Board (FIRB) and Northern Territory Ministerial consent, and features a legacy heap leach pad and a site that last operated in 2001.

Dilution is modest, at approximately 5% pro forma to Vista holders per the release. This implies roughly 12–14 million new ARTG shares against 233.1 million outstanding, representing ~5–6% dilution, though the precise count depends on Vista's fully diluted share count, which is not disclosed. No cash leaves the balance sheet, and Artemis’s C$878.9 million of liquidity (as of June 30, 2026, prior-period context) remains untouched.

The consideration represents only ~6% of Artemis's market capitalization. In all-share deals, acquirers frequently trade down on announcement. Price data ends September 18, 2026, the last session before the announcement, so the market's reaction cannot be verified. The transaction structurally changes the asset base, reserve and resource inventory, and production ceiling, and is difficult to reverse cheaply. It is the first non-organic move by a company that had explicitly promised an organic focus. If the market views the deal purely as dilution plus a distant capital expenditure overhang, the near-term share reaction could be negative despite the long-term value case.

Artemis Gold Inc. (ARTG) is a producing gold and silver company whose flagship asset is the Blackwater Mine in central British Columbia, located approximately 160 km southwest of Prince George on the traditional territories of the Lhoosk'uz Dené Nation and Ulkatcho First Nation. The company declared commercial production on May 1, 2025, following its first gold and silver pour in January 2025. Artemis Gold trades on the TSXV under the ticker ARTG and on the OTCQX under ARTGF.

The company is advancing Phase 1A, which increases nameplate throughput from 6 Mtpa to 8 Mtpa, a 33% increase. Capital costs for this phase are finalized at $120M, with work 57% complete as of Q2 2026. Commissioning is targeted for Q4 2026, accompanied by an 8-day tie-in shutdown planned for the end of Q3 2026. Ore grades are expected to remain well above reserve grade in 2027–2028.

A second, larger processing train, designated EP2, will take total capacity to 21 Mtpa, a 250% increase, by the end of 2028. The project carries a capital cost of C$1.44B and is targeted to produce over 500,000 oz/yr, with guidance of 500–525 koz/yr for the first ten years. EP2 is powered by secured BC Hydro hydropower and is permitted to 21.9 Mtpa. Major works construction began ahead of schedule in August 2026, and the project was designated a BC "priority major project" in April 2026.

Following the deal, the portfolio adds Mt Todd, a 100% owned asset in the Northern Territory of Australia. Located 290 km southeast of Darwin and 56 km northwest of Katherine, the mine has paved road access, nearby rail and gas infrastructure, and an operating agreement in place with the Jawoyn Association. The site features a legacy heap leach pad from operations that closed in 2001, permitted capacity of 50 ktpd, and 9.1 moz M&I plus 1.4 moz Inferred resources. The company holds over 1,300 km² of contiguous exploration licences.

Pipeline optionality includes a $10M, 25,000 m resource expansion drilling program at Blackwater. This program utilizes two rigs plus a third mobilized rig, targeting extensions north, northwest, and at depth below the current reserve. Additionally, a $5M regional exploration program covers approximately 1,500 km², involving 15,000–25,000 m of drilling across up to 150 holes and 30+ targets ranked with AI-assisted reinterpretation. Studies are also underway on expansions to 25 Mtpa and material-movement electrification and conveying.