Monitor the Vista shareholder vote expected in December 2026 and regulatory approvals (FIRB, NT Ministerial Consent, TSX, TSXV). The 7.5% dissent threshold condition gives dissenting shareholders leverage. Watch for any competing bids during the go-shop period, as the US$18.1M termination fee is modest relative to the US$427M deal value.
Price Chart
Executive Summary
Vista Gold Corp. entered into a definitive arrangement agreement with Artemis Gold Inc. on September 20, 2026, whereby Artemis Gold will acquire all outstanding Vista Gold shares via a court-approved plan of arrangement. Vista shareholders will receive 0.0966 Artemis Gold shares per Vista share, implying a total transaction value of approximately US$427 million and a 29% premium to the 20-day VWAP. The transaction requires Vista shareholder approval, court approval, and regulatory approvals including FIRB and Northern Territory Ministerial Consent, with closing expected in Q1 2027.
Key Financial Metrics
Key Facts
- Exchange ratio: 0.0966 Artemis Gold shares per Vista Gold share
- Implied consideration of US$2.83 per Vista Gold share
- Total transaction value of approximately US$427 million on a 100% basis
- 29% premium based on 20-day VWAPs as of September 18, 2026
- 25% premium to Vista Gold's closing price on September 18, 2026
- Existing Artemis Gold and Vista Gold shareholders will own approximately 95% and 5% of the pro forma company, respectively
- Artemis Gold currently holds 4.95% of Vista Gold shares outstanding
- Termination fee of US$18,148,536 payable by Vista Gold under certain circumstances
- Vista Gold had US$50 million of cash and cash equivalents and no debt as of June 30, 2026
- Vista Gold's Mt Todd project hosts 9.1 million ounces of Measured and Indicated Mineral Resources and 1.4 million ounces of Inferred Mineral Resources
- Transaction expected to close in Q1 2027
Financial Impact
Total transaction value of approximately US$427 million. Vista shareholders receive 0.0966 Artemis Gold shares per share, currently valued at US$2.83 per Vista share.
Risk Factors
- Shareholder approval risk — requires 66 2/3% of votes cast
- Regulatory risk — FIRB approval and Northern Territory Ministerial Consent required
- Dissent rights — if holders of more than 7.5% of outstanding shares exercise dissent, Purchaser can walk away
- Execution risk — Mt Todd development is contingent on Blackwater EP2 completion and future cash flows
Investment Themes
Documents Analyzed
This report is based on 8 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEFA14A Filing (Primary) | 0001104659-26-109368 |
| Document: tm2625813d1_ex99-1.htm | 0001104659-26-109368 |
| Document: tm2625813d1_ex10-1.htm | 0001104659-26-109368 |
| Document: tm2625813d1_ex99-2.htm | 0001104659-26-109368 |
| Document: tm2625813d1_8k.htm | 0001104659-26-109368 |
| Document: 0001104659-26-109368-index-headers.html | 0001104659-26-109368 |
| Document: 0001104659-26-109368-index.html | 0001104659-26-109368 |
| Document: 0001104659-26-109368.txt | 0001104659-26-109368 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 19, 2026 7d ago | PREM14A | $2.72 $2.77 | ▲ +1.84% | ▲ +1.31% | $2.62 (−3.86%) |
Sep 21, 2026 5w ago | DEFA14A | $2.82 $2.74 | ▼ −2.84% | ▼ −2.12% | $2.62 (−7.27%) |
Sep 21, 2026 5w ago | DEFA14A | $2.82 $2.74 | ▼ −2.84% | ▼ −2.12% | $2.62 (−7.27%) |
Sep 21, 2026 5w ago | 8-K | $2.82 $2.74 | ▼ −2.84% | ▼ −2.12% | $2.62 (−7.27%) |
Jul 29, 2026 12w ago | 8-K | $1.78 $1.72 | ▼ −3.37% | ▼ −4.08% | $2.62 (+46.91%) |
Apr 30, 2026 25w ago | 8-K | $2.05 $2.10 | ▲ +2.44% | ▲ +2.78% | $2.62 (+27.56%) |
Apr 28, 2026 25w ago | 8-K | $2.04 $2.16 | ▲ +5.88% | ▲ +4.86% | $2.62 (+28.19%) |
Mar 17, 2026 31w ago | DEFA14A | $2.08 $1.97 | ▼ −5.29% | ▼ −3.89% | $2.62 (+25.72%) |
Mar 11, 2026 32w ago | 8-K | $2.06 $2.07 | ▲ +0.49% | ▲ +1.08% | $2.62 (+26.94%) |
Feb 25, 2026 34w ago | 8-K | $2.90 $2.80 | ▼ −3.45% | ▼ −3.00% | $2.62 (−9.83%) |
US Market Status
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