Vista Gold Corp.

VGZ: PREM14A · proxy statement

Vista Gold filed its preliminary merger proxy for the proposed acquisition of all outstanding Vista shares by Artemis Gold under a BC plan of arrangement signed September 20, 2026. Each Vista share will be exchanged for 0.0966 Artemis shares, implying approximately $2.83 per share and a total transaction value of roughly $427 million — a 25% premium to the September 18 close and 29% to the 20-day VWAP. The board unanimously recommends voting FOR the arrangement, supported by fairness opinions from CIBC and ATB Cormark and voting agreements covering 2.77% of shares held by directors and officers. Approval requires two-thirds of votes cast plus a simple majority of the minority under MI 61-101, along with court approval and Australian FIRB and Northern Territory consents. If completed, expected by the end of Q1 2027, Vista shareholders will own about 5% of the combined company, gain exposure to Artemis's Blackwater Mine and a larger-scale development plan for Mt Todd (up to 50,000 tpd versus Vista's standalone 15,000 tpd), and participate in Artemis's projected C$0.08 quarterly dividend. VGZ will be delisted from the NYSE American and TSX, with an $18.1 million termination fee applying in certain circumstances and an outside date of April 15, 2027.

SEC PREM14A•8d ago

VGZ: 8-K · acquisition merger

Vista Gold has agreed to be acquired by Artemis Gold in a court-approved plan of arrangement, with each Vista common share converted into 0.0966 of an Artemis Gold share. The agreement, signed September 20, 2026, ends Vista's run as an independent company and transfers its sole asset, the Mt. Todd Gold Project in Australia's Northern Territory. Vista's board unanimously recommended the deal after fairness opinions from CIBC World Markets and ATB Capital Markets, and all directors and officers signed voting and support agreements. Closing requires shareholder approval, Supreme Court of British Columbia approval, Australian FIRB and Northern Territory ministerial consents, and TSX/TSXV approvals, with an outside date of April 15, 2027 (extendable up to 60 days for key regulatory approvals). Vista had 145,971,346 common shares outstanding at signing, plus roughly 3.06 million RSUs and 2.15 million DSUs that convert on equivalent terms. The deal carries a US$18,148,536 termination fee payable by Vista in specified circumstances and can fail if dissent rights are exercised by holders of more than 7.5% of outstanding shares.

SEC 8-K•1mo ago

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

Artemis Gold has agreed to acquire Vista Gold in a court-approved plan of arrangement, with Vista shareholders receiving 0.0966 Artemis shares per Vista share — implied consideration of US$2.83 per share and a total transaction value of approximately US$427 million on a 100% basis. The all-share deal carries a 25% premium to Vista's last close and 29% to its 20-day VWAP, leaving Vista holders with roughly 5% of the combined company; closing is expected in January 2027 pending Vista shareholder, court, FIRB and exchange approvals. Vista brings the feasibility-stage Mt Todd project in Australia's Northern Territory — 9.1 million ounces of Measured and Indicated resources plus 1.4 million ounces Inferred, with permits for a 50,000 tonne-per-day facility — extending Artemis's pathway toward more than one million ounces of annual gold production after its Blackwater EP2 expansion. Vista's board unanimously approved the transaction on fairness opinions from CIBC Capital Markets and ATB Cormark, with a US$18 million termination fee payable by Vista in certain circumstances, including pursuit of a superior proposal.

•1mo ago

Vista Gold Appoints Gavin Ferguson as Managing Director, Vista Gold Australia

Vista Gold appointed Gavin Ferguson as Managing Director of Vista Gold Australia, effective September 7, 2026, to lead the advancement of the Mt Todd project. Mr. Ferguson brings over 35 years of experience, most recently serving as General Manager of the Carlin Mining Complex where he oversaw 1.4 million ounces of annual production and a $2.1 billion operating budget. The company remains on track to commence detailed engineering and design for Mt Todd in 2027, initiating a 27-month construction period aimed at first gold production.

•2mo ago

Vista Gold Highlights Mt Todd Progress and Announces Participation in Australia’s Diggers & Dealers Mining Forum

Vista Gold reported progress on its Mt Todd project, including the receipt of initial permit authorizations and the ongoing advance of technical programs following the 2025 Feasibility Study. The company expects additional permitting approvals in the second half of 2026, with final approvals targeted for 2027, to support the start of detailed engineering and a subsequent 27-month construction period. Management will attend the Diggers & Dealers Mining Forum in Kalgoorlie from August 3-5, 2026, to engage with the financial community.

•2mo ago

Vista Gold Announces Inclusion in the Russell 2000® Index and Russell 2000® Growth Index

Vista Gold Corp. has been added to the Russell 2000 Index and the Russell 2000 Growth Index as part of the June 2026 semi-annual reconstitution. Final index membership is expected to become effective after the market close on June 26, 2026, with trading in the reconstituted indexes commencing on June 29, 2026. CEO Frederick H. Earnest stated that the inclusion reflects the company’s increased valuation and growing liquidity, potentially broadening exposure to institutional and retail investors.

•4mo ago