Vista Gold to Be Acquired by Artemis Gold in All-Stock Deal at 0.0966 Share Per Share

Vista Gold entered into an Arrangement Agreement with Artemis Gold under which Artemis will acquire all outstanding Vista shares via a court-approved plan of arrangement. Each Vista share will convert into 0.0966 of an Artemis common share, with fractional shares rounded down. The transaction is subject to Vista shareholder, court, and regulatory approvals, including Australian approvals and Toronto and TSX Venture exchange approvals; Artemis's obligation is conditioned on dissent rights not exceeding 7.5% of Vista shares. A termination fee of approximately $18.15 million may be payable by Vista to Artemis in specified circumstances.

Agreement details:

• Agreement type: Arrangement Agreement for all-stock acquisition via plan of arrangement
• Counterparty: Artemis Gold
• Signed / Effective: Sep 20 2026 / N/A
• Reason: Pursue combination and unlock value via share-for-share acquisition

Original SEC Filing: VISTA GOLD CORP [ VGZ ] - 8-K - Sep. 21, 2026