[8-K] VISTA GOLD CORP Reports Material Event
VISTA GOLD CORP (symbol: VGZ) is the issuer of record for a Form 8-K filing submitted to the SEC.
Rhea-AI Filing Summary
VISTA GOLD CORP (symbol: VGZ) is the issuer of record for a Form 8-K filing submitted to the SEC.
Positive
- None.
Negative
- None.
Filing Explained
Vista holders would receive 0.0966 Artemis shares per share, but shareholder, court, and regulatory approvals are still required.
Vista Gold has entered a proposed court-approved plan of arrangement under which Artemis Gold would acquire all issued and outstanding Vista common shares; the acquisition is not yet complete. If it reaches the effective time, each Vista share converts into the right to receive 0.0966 Artemis shares, exchanging direct Vista ownership for shares in the combined company.
The consideration is all stock: no cash is payable and no new debt is incurred. The disclosed pro forma ownership is approximately
Outstanding DSUs and vested RSUs would be converted into the same share-based consideration after applicable tax withholding; unvested stretch-component RSUs would be cancelled without consideration, while other unvested RSUs would roll into equivalent Artemis RSU awards.
Completion requires Vista shareholder approval of at least
8-K Event Classification
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 | Entry into a Material Definitive Agreement. |
Arrangement Agreement
On September 20, 2026, Vista Gold Corp. (“Vista” or the “Company”) entered into an Arrangement Agreement (the “Arrangement Agreement”) with Artemis Gold Inc., a corporation existing under the laws of the Province of British Columbia (the “Purchaser”), providing for the acquisition by the Purchaser of all of the issued and outstanding common shares of Vista (the “Common Shares”) by way of a court-approved plan of arrangement (the “Plan of Arrangement”) under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the “Arrangement”).
At the Effective Time (as such term is defined in the Arrangement Agreement), each outstanding Common Share will be converted into the right to receive 0.0966 of a common share of the Purchaser (“Purchaser Shares”). Any shareholder of the Company who would otherwise be entitled to receive a fraction of a Purchaser Share pursuant to the Arrangement shall have their holdings of Purchaser Shares rounded down to the nearest whole share.
In connection with the entry into the Arrangement Agreement, the board of directors of the Company (the “Company Board”) unanimously, after receiving the recommendation of the Special Committee of the Company Board, (i) determined that the Arrangement Agreement and the transactions contemplated thereby, including the Arrangement, are fair to, and in the best interests of, the Company and its shareholders; (ii) approved, adopted and declared advisable the Arrangement Agreement and the transactions contemplated thereby, including the Arrangement; (iii) approved the execution, delivery and performance of the Arrangement Agreement and the consummation of the transactions contemplated thereby, including the Arrangement; (iv) resolved to recommend that the shareholders of the Company vote in favor of the Arrangement Resolution (as defined the Arrangement Agreement); and (v) resolved that the Arrangement Agreement be submitted to the shareholders of the Company.
Treatment of Company Convertible Securities
Pursuant to the Arrangement Agreement, at the Effective Time, (i) each outstanding deferred share unit (“DSU”) (whether vested or unvested) will be deemed to be fully vested and exchanged for one Common Share, net of applicable withholding taxes, and converted into the right to receive 0.0966 of a Purchaser Share; (ii) each vested restricted share unit (“RSU”) that is outstanding will be deemed to be exchanged for one Common Share, net of applicable withholding taxes, and converted into the right to receive 0.0966 of a Purchaser Share; (iii) each unvested RSU identified as stretch component awards under their grant agreements will be cancelled for no consideration and (iv) each unvested RSU (other than an unvested stretch component RSU) that is outstanding will be deemed to be exchanged for one equivalent RSU award for Purchaser Shares.
Other Terms; “Non-Solicitation” Restrictions
The Arrangement Agreement contains customary representations, warranties and covenants made by each of the Company and the Purchaser, including, among others, the obligation of the Company to conduct its business in the ordinary course, consistent with past practice and to refrain from taking certain specified actions without the consent of the Purchaser. In addition, the Arrangement Agreement contains covenants that require the Company to call and hold a meeting of the shareholders (the “Company Meeting”) and use commercially reasonable best efforts to solicit the Company Shareholder Approval (as defined in the Arrangement Agreement), except to the extent that the Company Board has made a change in Board Recommendation (as defined in the Arrangement Agreement) as permitted by the Arrangement Agreement.
The Company is also subject to customary “non-solicitation” restrictions on its ability (directly or indirectly, through its representatives or otherwise) to (i) solicit alternative acquisition proposals from third parties; (ii) subject to certain exceptions, engage or participate in discussions or negotiations regarding alternative acquisition proposals; or (iii) subject to certain exceptions, furnish to any person non-public information in connection with an alternative acquisition proposal. Prior to the receipt of the Company Shareholder Approval, the Company Board may, upon receipt of a Superior Proposal (as defined in the Arrangement Agreement), change its recommendation that the Company’s shareholders approve the Arrangement Agreement and the Arrangement, subject to complying with certain notice requirements and other specified conditions, including giving the Purchaser the opportunity to propose changes to the Arrangement Agreement in response to such Superior Proposal.
The Purchaser has agreed to use commercially reasonable efforts to obtain conditional approval for the listing and posting for trading on the TSX Venture Exchange of the Purchaser Shares to be issued as consideration pursuant to the Arrangement.
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Closing Conditions
The completion of the Arrangement is subject to satisfaction or waiver of certain customary mutual closing conditions, including (i) approval by the Company’s shareholders at the Company Meeting, (ii) the absence of any order or law prohibiting consummation of the Arrangement, and (iii) receipt of all required regulatory, court, and stock exchange approvals (including the approval of the Foreign Investment Review Board of Australia and the consent of the responsible Minister of the Northern Territory of Australia, together with the approval of the Toronto Stock Exchange and the TSX Venture Exchange), and the Supreme Court of British Columbia. The Purchaser’s obligation to close is also subject to the condition that dissent rights shall not have been validly exercised by holders of more than 7.5% of the outstanding Common Shares. The obligation of each party to consummate the Arrangement is also conditioned upon the other party having performed in all material respects its obligations under the Arrangement Agreement and the other party’s representations and warranties in the Arrangement Agreement being true and correct (subject to certain materiality qualifiers).
Termination Rights
The Arrangement Agreement contains termination rights for each of the Company and the Purchaser, subject to the additional terms and conditions set forth in the Arrangement Agreement. The Arrangement Agreement may be terminated at any time prior to the Effective Time by (i) mutual written consent or (ii) either party if (A) the required Company Shareholder Approval is not obtained at the Company Meeting (unless the party’s breach caused the failure); (B) a law or order makes the Arrangement illegal or impossible (as long as such party has used its commercially reasonable efforts to appear or overturn such law or order); or (C) the Effective Time does not occur by April 15, 2027 (the “Outside Date”), subject to extension for up to 60 days in connection with obtain certain key regulatory approvals, unless the party’s breach caused the delay.
The Company may terminate if (i) the Purchaser breaches its representations, warranties, or covenants and such breach is not cured within 15 business days after notice (provided that willful breaches are deemed incurable); (ii) prior to the Company Shareholder Approval, the Company Board approves a Superior Proposal; or (iii) a Purchaser Material Adverse Effect (as defined in the Arrangement Agreement) has occurred.
The Purchaser may terminate if (i) the Company breaches its representations, warranties, or covenants and such breach is not cured within 15 business days after notice (provided that willful breaches are deemed incurable); (ii) the Company Board withdraws, changes, or fails to reaffirm upon request its Board Recommendation, or accepts or recommends an alternative acquisition proposal; (iii) the Company breaches the non-solicitation covenant in any material respect; or (iv) a Material Adverse Effect (as defined in the Arrangement Agreement) has occurred.
Termination Fee
The Company must pay a termination fee of US$18,148,536 if any of the following occurs: (i) the Purchaser terminates because the Company Board changes or withholds its recommendation or the Company accepts or recommends an alternative acquisition proposal; (ii) the Company terminates because the Company Board approves a Superior Proposal; (iii) the Purchaser terminates due to the Company’s material breach of the non-solicitation covenant; (iv) either party terminates because (a) the Outside Date passes, (b) the Company shareholder vote fails, or (c) the Purchaser terminates for a Company breach and, before termination pursuant to (a), (b) or (c), a competing proposal was publicly announced, and within 12 months the Company signs and later closes a competing transaction involving 50% or more of the Company (equity or assets).
Voting and Support Agreements
Contemporaneously with the execution of the Arrangement Agreement, each of the directors and officers of the Company entered into a Voting and Support Agreement (the “Support Agreements”), pursuant to which, among other things, such shareholders agreed to vote in favor of the Arrangement, not to transfer their shares (or any securities convertible into shares) other than in support of the Arrangement, and not to solicit or negotiate any alternative acquisition proposal. The Support Agreements do not preclude a director, in his or her capacity as such, from exercising his or her fiduciary duties, including by voting as a member of the Company Board in favor of a change in Board Recommendation in the circumstances permitted in the Arrangement Agreement.
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Additional Information
The foregoing descriptions of the Arrangement Agreement and the Support Agreements are qualified in their entirety by reference to the full text of the Arrangement Agreement and the Support Agreements, copies of which are filed hereto as Exhibits 2.1 and 10.1, respectively, and are incorporated into this Current Report on Form 8-K by reference. Copies of the agreements have been included to provide investors with information regarding their terms and are not intended to provide any factual information about the Company, the Purchaser, or their respective affiliates. The representations, warranties and covenants contained in the agreements have been made solely for the purposes of the agreements and as of specific dates; were made solely for the benefit of the parties to the agreements; are not intended as statements of fact to be relied upon by investors, but rather as a way of allocating the risk between the parties in the event the statements therein prove to be inaccurate; have been modified or qualified in some cases by certain confidential disclosures that were made between the parties in connection with the negotiation of the agreements, which disclosures are not reflected in the agreements themselves; may no longer be true as of a given date; and may apply standards of materiality in a way that is different from what may be viewed as material by investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Company, the Purchaser, or their respective affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the agreements, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The agreements should not be read alone but should instead be read in conjunction with the other information regarding the agreements, the Arrangement, the Support Agreements, the Company, the Purchaser, their respective affiliates and their respective businesses that will be contained in, or incorporated by reference into, the preliminary proxy statement that the Company will file, as well as in the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings that the Company will file or furnish with the Securities and Exchange Commission (the “SEC”).
Important Information for Investors and Shareholders
This Current Report on Form 8-K may be deemed to be solicitation material in respect of the proposed Arrangement. The Arrangement will be implemented by way of a Plan of Arrangement under the Business Corporations Act (British Columbia). In connection with the proposed Arrangement, Vista intends to file relevant materials with the SEC, including a proxy statement in preliminary and definitive form. Promptly after filing the definitive proxy statement, Vista will mail the definitive proxy statement and a proxy card to its shareholders.
INVESTORS AND SECURITY HOLDERS OF VISTA ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING VISTA’S PROXY STATEMENT (WHEN THEY ARE AVAILABLE), BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ARRANGEMENT AND THE PARTIES TO THE ARRANGEMENT AGREEMENT.
Investors and security holders of Vista are or will be able to obtain these documents (when they are available) free of charge from the SEC’s website at www.sec.gov or free of charge from Vista on its website at https://vistagold.com.
Participants in the Solicitation
This Current Report on Form 8-K does not constitute a solicitation of proxy, an offer to purchase or a solicitation of an offer to sell any securities. The Purchaser, Vista and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the security holders of Vista in connection with the proposed Arrangement. Information regarding the interests of these directors and executive officers in the proposed Arrangement will be included in the definitive proxy statement referred to above. Security holders may obtain information regarding the names, affiliations and interests of Vista’s directors and executive officers in Vista’s proxy statement in connection with its 2026 Annual Meeting of Shareholders (the “Vista Proxy Statement”), which was filed with the SEC on March 17, 2026, under “Particulars of Matters to be Acted Upon – Election of Directors,” “Ownership of the Corporation’s Common Shares,” “Executive Officers,” and “Executive Compensation.” To the extent that holdings of Vista’s securities have changed since the amounts printed in the Vista Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the interests of such individuals in the proposed Arrangement will be included in the definitive proxy statement relating to the proposed Arrangement when it is filed with the SEC. These documents (when available) may be obtained free of charge from the SEC’s website at www.sec.gov, the Purchaser’s website at www.artemisgold.com and Vista’s website at https://vistagold.com. The contents of the websites referenced above are not deemed to be incorporated by reference into the Vista Proxy Statement. The information contained in, or that can be accessed through, Vista’s website is not a part of, or incorporated by reference herein.
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| Item 7.01 | Regulation FD. |
On September 20, 2026, Vista issued a press release announcing that it had entered into the Arrangement Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K (including Exhibit 99.1) is being “furnished,” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section nor shall they be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 2.1† | Arrangement Agreement dated September 20, 2026 between Artemis Gold Inc. and Vista Gold Corp. | |
| 10.1 | Form of Voting and Support Agreement dated September 20, 2026 | |
| 99.1* | Press Release dated September 21, 2026 | |
| 99.2* | Presentation dated September 21, 2026 | |
| 104 | Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| † | Certain schedules or similar attachments to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish supplementally to the SEC upon request a copy of any omitted schedule or attachment to this exhibit. |
| * | This exhibit is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VISTA GOLD CORP. | ||
| Date: September 21, 2026 | By: | /s/ Frederick H. Earnest |
| Name: | Frederick H. Earnest | |
| Title: | President and Chief Executive Officer | |
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Exhibit 99.1
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| TSXV: ARTG | September 21, 2026 | NYSE American: VGZ |
| NEWS RELEASE | TSX: VGZ |
Artemis Gold Agrees to Acquire Vista Gold, Adding an Advanced Stage Gold Development Asset in Australia
| · | Blackwater Phase 1A and EP2 expansion projects are on track and remain the priority |
Vancouver, British Columbia – Artemis Gold Inc. (TSXV: ARTG) (“Artemis Gold” or the “Company”) and Vista Gold Corp. (NYSE American and TSX: VGZ) (“Vista Gold”) are pleased to announce they entered into a definitive agreement on September 20, 2026 (the “Arrangement Agreement”) whereby Artemis Gold will acquire all of the issued and outstanding shares of Vista Gold, owner of the Mt Todd gold project in Northern Territory, Australia, pursuant to a court-approved plan of arrangement (the “Transaction”). Artemis Gold currently holds 4.95% of the shares outstanding of Vista Gold.
Under the terms of the Transaction, Vista Gold shareholders will receive 0.0966 common shares of Artemis Gold for each Vista Gold common share (the “Exchange Ratio”). The Exchange Ratio implies consideration of US$2.83 per Vista Gold common share, a total transaction value of approximately US$427 million on a 100% basis, and represents a premium of 29% based on the 20-day volume-weighted average prices of Artemis Gold on the TSX Venture Exchange (the “TSXV”) and Vista Gold on the NYSE American as at September 18, 2026.
The consideration is payable in Artemis Gold common shares. No cash consideration is payable, and no new debt is being incurred. Upon completion of the Transaction, it is expected that existing Artemis Gold and Vista Gold shareholders will own approximately 95% and 5%1 of the pro forma company, respectively.
Strategic Rationale and Benefits to Artemis Gold Shareholders
| · | Preserves and further strengthens the Artemis Gold investment thesis: the Blackwater Phase 1A and EP2 expansions remain the priority and principal value driver for Artemis Gold. Mt Todd construction is expected to advance following the completion of EP2. | |
| · | Adds an advanced-stage, gold development asset of scale in a favourable mining jurisdiction: Vista Gold’s feasibility stage Mt Todd project in Northern Territory, Australia, hosts 9.1 million ounces of Measured and Indicated Mineral Resources and 1.4 million ounces of Inferred Mineral Resources with multiple key permits previously received2 for construction of a 50,000 tonne per day (tpd) processing facility. | |
| · | Establishes a growth pathway to one million ounces per year: This medium-term target will not impact the sequencing or funding of the Phase 1A and EP2 expansion projects. Following delivery of the current Blackwater expansions, the combination of an optimized Blackwater operation and a developed Mt Todd project offers Artemis Gold a pathway toward annual gold production of more than one million ounces. Artemis Gold intends to advance Mt Todd at 50,000 tpd processing rate, aligned with the previously granted permits. |
1 Pro-forma ownership excludes Artemis Gold’s 4.95% interest in Vista Gold which Artemis Gold intends to cancel upon completion.
2 Gold intends to cancel upon completion.
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| · | Leverages Artemis Gold management team’s proven ability to develop gold assets: Artemis Gold has a team with demonstrated capability in the design, construction, commissioning and operation of new gold mines, including processing of hard ores, together with deep Australian industry experience. Our team is well equipped to advance near-term work plans which will include engineering, permitting and project optimization. |
| · | Mt Todd development timeline sequences well with the completion of Blackwater EP2: Completion of Blackwater EP2 expansion expected by mid-2028 will remain the priority focus for Artemis Gold. Potential development and construction spend at Mt Todd would not be required prior to the completion of Blackwater EP2. |
| · | Maintains a strong financial foundation for future growth: Cash flow generation from Blackwater post EP2 is expected to comfortably fund a potential development decision for Mt Todd and potential Blackwater development and optimization beyond EP2, together with capital returns to shareholders |
Strategic Rationale and Benefits to Vista Gold Shareholders
| · | Immediate premium and compelling value: Provides Vista Gold shareholders with immediate and attractive premiums of 25% to the last closing price, and 29% to the 20-day VWAP of Vista Gold shares for the period up to and including September 18, 2026 | |
| · | Continued exposure to Mt Todd and future value creation: Vista Gold shareholders will retain meaningful exposure to the future development and value creation potential of Mt Todd through their equity interest in Artemis Gold |
| · | Exposure to near-term value accretion at Artemis Gold’s Blackwater mine: Vista Gold shareholders will participate in the realization of near-term production growth from completion of Blackwater Phase 1A and EP2 expansions. Following the completion of EP2, Artemis Gold’s Blackwater mine in British Columbia is expected to produce more than 500,000 ounces of gold per annum with industry leading all-in sustaining costs, cementing it as a world-class gold mine with further optimization, growth and exploration potential |
| · | Participation in the growth of a larger gold producer: Following completion of the Transaction and Blackwater EP2, Vista Gold shareholders will participate in the growth and financial strength of a diversified gold producer with a world-class producing asset in British Columbia and an advanced-stage development asset in Australia |
| · | A clear pathway and funding to advance Mt Todd: Artemis Gold’s strong financial position and expected future operating cash flows combined with its proven project development and construction team uniquely position it to develop and unlock the full potential of Mt Todd, which removes financing uncertainty |
| · | Enhanced trading liquidity and access to capital: Significantly improved trading liquidity and access to capital as a shareholder in a larger, more diversified intermediate gold producer, thereby eliminating single asset developer risk |
Artemis Gold CEO Dale Andres commented: "Delivery of Blackwater Phase 1A and EP2 expansions continue to be our priority focus. This transaction presents an attractive opportunity to add a high-quality development asset that, when combined with our ongoing and future growth opportunities for Blackwater, provides a pathway to achieving one million ounces of gold production per year.
Mt Todd is a unique, advanced stage project in a mining-friendly jurisdiction that fits nicely as an extension to our growth strategy and proven engineering and mine building capabilities. As with Blackwater, this is a multi-million ounce gold deposit that can be built at scale leveraging our financial strength and project development and management teams. We look forward to working with the Vista Gold shareholders and Mt Todd stakeholders to make this vision a reality.”
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Vista Gold CEO Fred Earnest stated: “We believe the combination with Artemis Gold is the best way to maximize value delivery for our shareholders, both immediately and in the longer term. This transaction allows our shareholders to realize an immediate premium to market, participate in the expansion opportunities in progress at Blackwater and enhance longer term value through the development of Mt Todd at a larger scale than Vista could undertake on its own. This is an exciting and transformational opportunity to unlock the significant underlying value of Mt Todd as part of a growing, experienced, high-quality intermediate gold producer.”
Overview of Vista Gold
Vista Gold is an NYSE American and TSX listed gold developer with a current market capitalization of US$341 million. Vista Gold has a 100% interest in the Mt Todd Project in Northern Territory, Australia.
As of June 30, 2026, Vista Gold had US$50 million of cash and cash equivalents, and no debt.
Mt Todd Gold Project
Mt Todd is approximately 290 km southeast of Darwin in the Northern Territory, Australia and 56 km by road northwest of Katherine. The deposit is located on lands owned by the Jawoyn Association Aboriginal Corporation (Jawoyn Association). An agreement is in place with the Jawoyn Association that governs the use of the land and allows for the development of the project.
Prior mining and milling operations at Mt Todd closed in 2001. There is a paved road into the site and major rail and gas pipeline infrastructure is nearby. The development project has been granted key regulatory approvals for constructing and operating a processing facility at 50,000 tonnes per day.
Mt Todd is surrounded by more than 1,300 km² of contiguous exploration licenses held by Vista Gold. This district-scale tenement package contains multiple known occurrences of gold, copper, tin and tungsten over a >25 km northeast trend and has experienced limited modern exploration.
Following completion of the Transaction, Artemis Gold intends to optimize the development plan for Mt Todd up to the current regulatory approved throughput rate of 50,000 tonnes processed per day, reflective of its development expertise and expected funding ability based on future available cash flows expected from EP2 at Blackwater. Initial efforts will be on engineering and permitting with construction spend not expected until after Blackwater EP2 is in full production. Artemis Gold will provide an update to the market on its proposed work plan for Mt Todd at the closing of the Transaction, expected in Q1 2027.
Transaction Summary
The proposed Transaction will be effected pursuant to a court approved plan of arrangement under the Business Corporations Act (British Columbia). The Transaction will require approval by (i) 66 2/3% of the votes cast by the shareholders of Vista Gold, and (ii) if required, a simple majority of the votes cast by shareholders of Vista Gold, excluding for such purpose the votes required to be excluded pursuant to Section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, at a special meeting to consider the Transaction. The directors and senior officers of Vista Gold have entered into customary voting support agreements, pursuant to which they have committed to vote their common shares held in favour of the Transaction.
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In addition to shareholder and court approvals, the Transaction is subject to applicable regulatory approvals, including Australia’s foreign investment review board (FIRB) approval and Northern Territory Ministerial Consent, US Securities and Exchange Commission (SEC), Toronto Stock Exchange (TSX) and TSX Venture Exchange approvals, and the satisfaction of certain other closing conditions customary for a transaction of this nature. The Arrangement Agreement provides for customary deal protections, including a non-solicitation covenant on the part of Vista Gold and a right for Artemis Gold to match any Superior Proposal (as defined in the Arrangement Agreement). The Arrangement Agreement includes a termination fee of US$18 million, payable by Vista Gold, under certain customary circumstances (including if the Arrangement Agreement is terminated in connection with Vista Gold pursuing a Superior Proposal).
Board of Directors’ Recommendation
After consultation with its outside financial and legal advisors, the Board of Directors of Artemis Gold has unanimously approved the Transaction.
The Board of Directors of Vista Gold appointed a special committee of independent directors (the “Special Committee”) to consider and make a recommendation with respect to the Transaction. Based on the unanimous recommendation of the Special Committee, and after consultation with its outside financial and legal advisors, the Board of Directors of Vista Gold has unanimously approved the Transaction. The Board of Directors of Vista Gold recommends that Vista Gold shareholders vote in favour of the Transaction.
CIBC Capital Markets has provided a fairness opinion to the Vista Gold Board of Directors, and ATB Cormark has provided an independent fairness opinion to the Vista Gold Board of Directors, to the effect that, as of the date hereof, and based upon and subject to the assumptions, limitations and qualifications stated in each such opinion, the consideration to be received by Vista Gold shareholders is fair, from a financial point of view, to the shareholders of Vista Gold.
Estimated Timeline
Full details of the Transaction will be included in Vista Gold’s definitive proxy statement, which is expected to be mailed to Vista Gold shareholders in November 2026, with the Vista Gold shareholder meeting expected to be held in December 2026. If approved by Vista Gold shareholders and the court, and the other conditions are satisfied, the Transaction is expected to be completed in January 2027.
Advisors and Counsel
BMO Capital Markets is acting as financial advisor to Artemis Gold. Blake, Cassels & Graydon LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are acting as Artemis Gold’s legal advisors.
CIBC Capital Markets is acting as financial advisor to Vista Gold. Stikeman Elliott LLP and Davis Graham & Stubbs LLP are acting as Vista Gold’s legal advisors.
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Conference Call and Webcast Details
Artemis Gold will host a conference call and webcast today, September 21, 2026, at 8:00am PDT (11:00am EDT).
Conference call
Toll-free in Canada and the US: 1-833-752-3746
International: +1-647-846-8723
Webcast: https://event.choruscall.com/mediaframe/webcast.html?webcastid=zsVX2trj
The webcast will be available for replay on the Company’s website at www.artemisgoldinc.com until December 21, 2026.
Vista Gold will hold a conference call today, September 21, 2026 at 9:00 am PDT (12:00 pm EDT) to discuss the Transaction.
Participant Toll Free: +1 (800) 717-1738
Participant International: +1 (289) 514-5100
Conference ID: 66386
The conference call will be available for replay on Vista Gold’s website at www.vistagold.com until December 21, 2026.
About Artemis Gold
Artemis Gold is a well-financed, growth-oriented gold and silver producer and development company with a strong financial capacity aimed at creating shareholder value through the identification, acquisition, and development of gold properties in mining-friendly jurisdictions. The Company’s primary focus is the operation and further development of the Blackwater Mine in central British Columbia approximately 160 km southwest of Prince George and 450 km northeast of Vancouver. The first gold and silver pour at Blackwater was achieved in January 2025 and commercial production was declared on May 1, 2025. Artemis Gold trades on the TSXV under the symbol ARTG and the OTCQX under the symbol ARGTF. For more information visit www.artemisgoldinc.com.
Investor Relations Contact
Meg Brown
Vice President, Investor Relations
mbrown@artemisgoldinc.com
+1 778 899 0518
Media Relations Contact
media@artemisgoldinc.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
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About Vista Gold
Vista Gold holds the Mt Todd gold project, a development-stage gold deposit located in the favourable mining jurisdiction of Northern Territory, Australia. Mt Todd offers a large gold mineral reserve with development optionality, expansion opportunities, and exploration upside. With advanced local infrastructure, strong community support, and demonstrated economic feasibility, Mt Todd has the potential to become a long-lived, globally significant gold operation. For more information visit www.vistagold.com.
Investor Relations Contact
Pamela Solly
Vice President, Investor Relations
psolly@vistagold.com
+1 720 877 0132
Technical Information
Artemis Gold Chief Business Development Officer, Tony Scott, P. Geo., a Qualified Person as defined by National Instrument 43-101, has reviewed and approved the scientific and technical information with respect to Blackwater in this news release.
The scientific and technical information in this news release with respect to Mt Todd and Vista Gold’s Mineral Reserve and Mineral Resource estimates was reviewed and approved by Jeff Dang, Executive General Manager – Projects and Technical Services, who is a QP as defined by Item 1300 of Regulation S-K (“S-K 1300”) under the U.S. Securities Exchange Act of 1934, as amended, and NI 43-101.
For more information on the Mt Todd project, please refer to the technical report summary titled “S-K 1300 Technical Report Summary – Mt Todd Gold Project – 15 ktpd Feasibility Study – Northern Territory, Australia” with an effective date of July 29, 2025 and a filing date of September 11, 2025 (the “S-K 1300 Report”) for the Mt Todd feasibility study that was prepared in accordance with S-K 1300 and filed under Vista Gold’s profile on EDGAR at www.sec.gov on September 11, 2025.
Additionally, a companion technical report titled “NI 43-101 Technical Report, Mt Todd Gold Project, 15 ktpd Feasibility Study, Northern Territory Australia” with an effective date of July 29, 2025 (the “NI 43-101 Report”) for Canadian purposes was prepared in accordance with NI 43-101 and filed under Vista Gold’s profile on SEDAR+ at www.sedarplus.ca on September 11, 2025. The NI 43-101 Report is referenced herein for informational purposes only. The Mineral Resources and Mineral Reserves for the NI 43-101 Report are the same as the Mineral Resources and Mineral Reserves for the S-K 1300 Report.
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Mt Todd Gold Project – 2025 Mineral Resources Estimates
| Batman Deposit | Heap Leach Pad | Quigleys Deposit | ||||||||||||||||||||||||||||||||||
| Tonnes (000s) | Grade (g Au/t) | Contained Gold Ounces (000s) | Tonnes (000s) | Grade
(g Au/t) | Contained Gold Ounces (000s) | Tonnes (000s) | Grade
(g Au/t) | Contained Gold Ounces (000s) | ||||||||||||||||||||||||||||
| Measured (M) | 124,502 | 0.82 | 3,301 | - | - | - | 3,702 | 1.13 | 134 | |||||||||||||||||||||||||||
| Indicated (I) | 191,907 | 0.84 | 5,156 | 13,352 | 0.54 | 232 | 6,965 | 1.34 | 299 | |||||||||||||||||||||||||||
| Measured and Indicated | 316,409 | 0.83 | 8,457 | 13,352 | 0.54 | 232 | 10,667 | 1.26 | 433 | |||||||||||||||||||||||||||
| Inferred (F) | 54,338 | 0.78 | 1,369 | - | - | - | 2,761 | 0.71 | 63 | |||||||||||||||||||||||||||
Notes:
| (1) | Measured and Indicated Mineral Resources include Proven and Probable Mineral Reserves. |
| (2) | Batman and Quigleys’ Mineral Resources are quoted at a 0.4 g Au/t cut-off grade. Heap Leach Pad Mineral Resources are the average grade of the Heap Leach Pad, no cut-off grade was applied. |
| (3) | The Point of Reference for the Batman and Quigleys Mineral Resources estimates is in-situ at the property. The Point of Reference for the Heap Leach Pad Mineral Resources estimates is the physical Heap Leach Pad at the property. |
| (4) | Batman and Quigleys: Mineral Resources constrained within a USD1,950/oz gold pit shell. Pit parameters: Mining Cost USD3.00/tonne, Processing Cost USD17.50/tonne processed, General and Administrative Cost USD1.50/tonne processed, Au Recovery 89.7%. |
| (5) | Kira Johnson MMSA of Tetra Tech is the QP responsible for the Statement of Mineral Resources for the Batman deposit, Quigleys deposits and Heap Leach Pad. |
| (6) | The effective date of the Batman ,Quigleys and Heap Leach Pad Mineral Resource estimates is, July 25th, 2025 |
| (7) | Mineral Resources that are not Mineral Reserves have no demonstrated economic viability and do not meet all relevant modifying factors. |
| (8) | Differences in the table due to rounding are not considered material. |
| (9) | The Mineral Resources were estimated using the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definition Standards for Mineral Resources and Reserves. |
| (10) | “-“ indicates no reported value. |
Cautionary Note Regarding Forward-Looking Information
This communication contains certain forward-looking statements and forward-looking information as defined under applicable Canadian and U.S. securities laws. Statements contained in this communication that are not historical facts are forward-looking statements that involve known and unknown risks and uncertainties. Any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking statements. In certain cases, forward-looking statements and information can be identified using forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plans”, “potential” or similar terminology. Forward-looking statements and information are made as of the date of this communication and include, but are not limited to, the completion of the transaction described herein (the “Transaction”) pursuant to the terms of the Arrangement Agreement and the anticipated timing thereof; assessments and expectations for the combined entity after the completion of the Transaction; pro forma ownership of the combined entity; the anticipated premium for Vista Gold shareholders; assessments and expectations for Mt Todd; assessments and expectations for Blackwater; future plans for Mt Todd and Blackwater and the timing thereof; the meeting of Vista Gold shareholders and the anticipated timing thereof; the satisfaction of closing conditions, including receipt of the FIRB approval, Northern Territory Ministerial consent and customary stock exchange approvals; the assessment of the merits of the Transaction; and the timing of future conference calls and press releases by Artemis Gold and Vista Gold.
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These forward-looking statements represent Artemis and Vista Gold’s respective management’s current beliefs, expectations, estimates and projections regarding future events and operating performance, which are based on information currently available to management, management’s historical experience, perception of trends and current business conditions, expected future developments and other factors which management considers appropriate. Such forward-looking statements involve numerous risks and uncertainties, and actual results may vary. Important risks and other factors that may cause actual results to vary include, without limitation: the risk that the Transaction will not be approved by the Vista Gold shareholders; the failure to, in a timely manner, or at all, obtain the required court approval for the Transaction; the failure of Artemis and/or Vista Gold to otherwise satisfy the requisite conditions to complete the Transaction; the possibility the Arrangement Agreement may be terminated by one or both of Artemis and Vista Gold; the effect of the announcement of the Transaction on each of Artemis and Vista Gold’s strategic relationships, operating results and business generally; significant transaction costs or unknown liabilities; the risk of litigation that could prevent or hinder the completion of the Transaction; other customary risks associated with transactions of this nature; assumptions in respect of current and future market conditions; changes in commodity prices; changes in interest and currency exchange rates; risks related to ability of Artemis to accomplish its plans and objectives with respect to the operations, optimization, enhancement and expansion of the Blackwater mine and/or Mt. Todd within the expected timing or at all; possible accidents and other risks associated with mineral exploration operations; the risk that Artemis will encounter unanticipated geological factors; the possibility that Artemis may not be able to secure permitting and other governmental clearances necessary to carry out its plans; the risk of political uncertainties and regulatory or legal changes that might interfere with Artemis’s business; risks inherent in Mineral Resource and Mineral Reserves estimates and results; risks inherent in exploration, development and production activities; changes in exploration, mining, optimization, enhancement or expansion plans due to changes in logistical, technical or other factors; changes in governmental regulation of mining operations; political risk; social unrest; and other risks related to the ability of Artemis to proceed with its plans for the Blackwater mine and Mt. Todd. Additional risks of Artemis are set out in Artemis’s most recent MD&A, which is available on Artemis’s website at www.artemisgoldinc.com and on SEDAR+ at www.sedarplus.ca. Additional risks of Vista Gold are set out in Vista Gold’s most recent MD&A, which is available on Vista Gold’s website at www.vistagold.com and on SEDAR+ at www.sedarplus.ca.
In making the forward-looking statements in this press release, Artemis and Vista Gold have applied several material assumptions, including without limitation, the assumptions that: (1) market fundamentals will result in sustained mineral demand and prices; (2) any necessary permits, approvals and consents in connection with the exploration program or the operations and expansion of the Blackwater mine and development of Mt Todd will be obtained; (3) financing for the continued operation of the Blackwater mine and future expansion activities, including development at Mt Todd, will continue to be available on terms suitable to Artemis; (4) sustained commodity prices will continue to make the anticipated expansion of the Blackwater mine and development of Mt Todd economically viable; and (5) there will not be any unfavourable changes to the economic, political, permitting and legal climate in which Artemis and Vista Gold operate. Although Artemis and Vista Gold have attempted to identify important factors that could affect them and may cause actual actions, events, or results to differ materially from those described in forward-looking statements, there may be other factors that cause the actual results or performance by Artemis and Vista Gold to differ materially from those expressed in or implied by any forward-looking statements. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or the financial condition of Artemis or Vista Gold. Investors should therefore not place undue reliance on forward-looking statements. Neither Artemis nor Vista Gold is under any obligation and each expressly disclaims any obligation to update, alter or otherwise revise any forward-looking statement, whether written or oral, that may be made from time to time, whether because of new information, future events or otherwise, except as may be required under applicable securities laws.
Important additional information and where to find it
This communication may be deemed to be solicitation material in respect of the proposed plan of arrangement (the “Arrangement”) involving Vista Gold and Artemis pursuant to the arrangement agreement dated September 20, 2026 (the “Arrangement Agreement”). The Arrangement will be implemented by way of a plan of arrangement under the Business Corporations Act (British Columbia), In connection with the proposed Arrangement, Vista Gold intends to file relevant materials with the U.S. Securities and Exchange Commission (“SEC”), including a proxy statement in preliminary and definitive form. Promptly after filing the definitive proxy statement, Vista Gold will mail the definitive proxy statement and a proxy card to its shareholders.
INVESTORS AND SECURITY HOLDERS OF VISTA GOLD ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING VISTA GOLD’S PROXY STATEMENT (WHEN THEY ARE AVAILABLE), BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ARRANGEMENT AND THE PARTIES TO THE ARRANGEMENT AGREEMENT.
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Investors and security holders of Vista Gold are or will be able to obtain these documents (when they are available) free of charge from the SEC’s website at www.sec.gov or free of charge from Vista Gold on its website at www.vistagold.com. The information contained in, or that can be accessed through, Vista’s website is not a part of, or incorporated by reference herein.
Participants in the solicitation
This communication does not constitute a solicitation of proxy, an offer to purchase or a solicitation of an offer to sell any securities. Artemis, Vista Gold and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the security holders of Vista Gold in connection with the proposed Arrangement. Information regarding the interests of these directors and executive officers in the proposed Arrangement will be included in the definitive proxy statement referred to above. Security holders may obtain information regarding the names, affiliations and interests of Vista Gold’s directors and executive officers in Vista Gold’s proxy statement in connection with its 2026 Annual Meeting of Shareholders (the “Vista Gold Proxy Statement”), which was filed with the SEC on March 17, 2026, under “Particulars of Matters to be Acted Upon – Election of Directors”, “Ownership of the Corporation’s Common Shares,” “Executive Officers,” and “Executive Compensation.” To the extent that holdings of Vista Gold’s securities have changed since the amounts printed in the Vista Gold Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the interests of such individuals in the proposed Arrangement will be included in the definitive proxy statement relating to the proposed Arrangement when it is filed with the SEC. These documents (when available) may be obtained free of charge from the SEC’s website at www.sec.gov, Artemis’ website at www.artemisgold.com and Vista Gold’s website at https://vistagold.com. The contents of the websites referenced above are not deemed to be incorporated by reference into the Vista Gold Proxy Statement.
9
Exhibit 99.2
BUSINESS COMBINATION WITH ARTEMIS GOLD INC. Transaction Presentation | September 21, 2026 NYSE American & TSX VGZ
CAUTIONARY NOTE REGARDING FORWARD - LOOKING INFORMATION Summary : If you are risk - averse you should not buy shares in Vista Gold Corp . (“we”, “us”, “our”, the “Company” or “Vista Gold”) . Unexpected events happen and may change forecasts and targets . This presentation should be read in conjunction with Vista’s most current Forms 10 - K and 10 - Q available on EDGAR at www . sec . gov and SEDAR+ at www . sedarplus . ca . All dollar amounts are in U . S . dollars . This communication contains certain forward - looking statements and forward - looking information as defined under applicable Canadian and U . S . securities laws . Statements contained in this communication that are not historical facts are forward - looking statements that involve known and unknown risks and uncertainties . Any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward - looking statements . In certain cases, forward - looking statements and information can be identified using forward - looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plans”, “potential” or similar terminology . Forward - looking statements and information are made as of the date of this communication and include, but are not limited to, the completion of the transaction described herein (the “Transaction”) pursuant to the terms of the Arrangement Agreement and the anticipated timing thereof ; assessments and expectations for the combined entity after the completion of the Transaction ; pro forma ownership of the combined entity ; the anticipated premium for Vista Gold shareholders ; assessments and expectations for Mt Todd ; assessments and expectations for Blackwater ; future plans for Mt Todd and Blackwater and the timing thereof ; the meeting of Vista Gold shareholders and the anticipated timing thereof ; the satisfaction of closing conditions, including receipt of the FIRB approval, Northern Territory Ministerial consent and customary stock exchange approvals ; the assessment of the merits of the Transaction ; and the timing of future conference calls and press releases by Artemis Gold and Vista Gold . These forward - looking statements represent Artemis and Vista Gold’s respective management’s current beliefs, expectations, estimates and projections regarding future events and operating performance, which are based on information currently available to management, management’s historical experience, perception of trends and current business conditions, expected future developments and other factors which management considers appropriate . Such forward - looking statements involve numerous risks and uncertainties, and actual results may vary . Important risks and other factors that may cause actual results to vary include, without limitation : the risk that the Transaction will not be approved by the Vista Gold shareholders ; the failure to, in a timely manner, or at all, obtain the required court approval for the Transaction ; the failure of Artemis and/or Vista Gold to otherwise satisfy the requisite conditions to complete the Transaction ; the possibility the Arrangement Agreement may be terminated by one or both of Artemis and Vista Gold ; the effect of the announcement of the Transaction on each of Artemis and Vista Gold’s strategic relationships, operating results and business generally ; significant transaction costs or unknown liabilities ; the risk of litigation that could prevent or hinder the completion of the Transaction ; other customary risks associated with transactions of this nature ; assumptions in respect of current and future market conditions ; changes in commodity prices ; changes in interest and currency exchange rates ; risks related to ability of Artemis to accomplish its plans and objectives with respect to the operations, optimization, enhancement and expansion of the Blackwater mine and/or Mt . Todd within the expected timing or at all ; possible accidents and other risks associated with mineral exploration operations ; the risk that Artemis will encounter unanticipated geological factors ; the possibility that Artemis may not be able to secure permitting and other governmental clearances necessary to carry out its plans ; the risk of political uncertainties and regulatory or legal changes that might interfere with Artemis’s business ; risks inherent in Mineral Resource and Mineral Reserves estimates and results ; risks inherent in exploration, development and production activities ; changes in exploration, mining, optimization, enhancement or expansion plans due to changes in logistical, technical or other factors ; changes in governmental regulation of mining operations ; political risk ; social unrest ; and other risks related to the ability of Artemis to proceed with its plans for the Blackwater mine and Mt . Todd . Additional risks of Artemis are set out in Artemis’s most recent MD&A, which is available on Artemis’s website at artemisgoldinc . com and on SEDAR+ at www . sedarplus . ca . Additional risks of Vista Gold are set out in Vista Gold’s most recent MD&A, which is available on Vista Gold’s website at vistagold . com and on SEDAR+ at www . sedarplus . ca . In making the forward - looking statements in this press release, Artemis and Vista Gold have applied several material assumptions, including without limitation, the assumptions that : ( 1 ) market fundamentals will result in sustained mineral demand and prices ; ( 2 ) any necessary permits, approvals and consents in connection with the exploration program or the operations and expansion of the Blackwater mine and development of Mt Todd will be obtained ; ( 3 ) financing for the continued operation of the Blackwater mine and future expansion activities, including development at Mt Todd, will continue to be available on terms suitable to Artemis ; ( 4 ) sustained commodity prices will continue to make the anticipated expansion of the Blackwater mine and development of Mt Todd economically viable ; and ( 5 ) there will not be any unfavourable changes to the economic, political, permitting and legal climate in which the Artemis and Vista Gold operate . Although Artemis and Vista Gold have attempted to identify important factors that could affect them and may cause actual actions, events, or results to differ materially from those described in forward - looking statements, there may be other factors that cause the actual results or performance by Artemis and Vista Gold to differ materially from those expressed in or implied by any forward - looking statements . Accordingly, no assurances can be given that any of the events anticipated by the forward - looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or the financial condition of Artemis or Vista Gold . Investors should therefore not place undue reliance on forward - looking statements . Neither Artemis nor Vista Gold is under any obligation and each expressly disclaims any obligation to update, alter or otherwise revise any forward - looking statement, whether written or oral, that may be made from time to time, whether because of new information, future events or otherwise, except as may be required under applicable securities laws . Important additional information and where to find it This communication may be deemed to be solicitation material in respect of the proposed plan of arrangement (the “Arrangement”) involving Vista Gold and Artemis pursuant to the arrangement agreement dated [ ● ], 2026 (the “Arrangement Agreement”) . The Arrangement will be implemented by way of a plan of arrangement under the Business Corporations Act (British Columbia), In connection with the proposed Arrangement, Vista Gold intends to file relevant materials with the U . S . Securities and Exchange Commission (“SEC”), including a proxy statement in preliminary and definitive form . Promptly after filing the definitive proxy statement, Vista Gold will mail the definitive proxy statement and a proxy card to its shareholders . INVESTORS AND SECURITY HOLDERS OF VISTA GOLD ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING VISTA GOLD’S PROXY STATEMENT (WHEN THEY ARE AVAILABLE), BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ARRANGEMENT AND THE PARTIES TO THE ARRANGEMENT AGREEMENT . Investors and security holders of Vista Gold are or will be able to obtain these documents (when they are available) free of charge from the SEC’s website at www . sec . gov or free of charge from Vista Gold on its website at https : //vistagold . com . Participants in the solicitation This communication does not constitute a solicitation of proxy, an offer to purchase or a solicitation of an offer to sell any securities . Artemis, Vista Gold and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the security holders of Vista Gold in connection with the proposed Arrangement . Information regarding the interests of these directors and executive officers in the proposed Arrangement will be included in the definitive proxy statement referred to above . Security holders may also obtain information regarding the names, affiliations and interests of Artemis’ directors and executive officers in Artemis’ Notice of Meeting and Information Circular for the Annual General Meeting of Shareholders held on August 5 , 2026 , which is available at https : //www . artemisgoldinc . com/investors/agm - materials/ . Security holders may obtain information regarding the names, affiliations and interests of Vista Gold’s directors and executive officers in Vista Gold’s proxy statement in connection with its 2026 Annual Meeting of Shareholders (the “Vista Gold Proxy Statement”), which was filed with the SEC on March 17 , 2026 , under “Particulars of Matters to be Acted Upon – Election of Directors”, “Ownership of the Corporation’s Common Shares,” “Executive Officers,” and “Executive Compensation . ” To the extent that holdings of Vista Gold’s securities have changed since the amounts printed in the Vista Gold Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC . Additional information regarding the interests of such individuals in the proposed Arrangement will be included in the definitive proxy statement relating to the proposed Arrangement when it is filed with the SEC . These documents (when available) may be obtained free of charge from the SEC’s website at www . sec . gov, Artemis’ website at www . artemisgold . com and Vista Gold’s website at https : //vistagold . com . The contents of the websites referenced above are not deemed to be incorporated by reference into the Vista Gold Proxy Statement . 1
CAUTIONARY NOTE REGARDING FORWARD - LOOKING INFORMATION Vista Gold Qualified Person All scientific and technical information related to the 2025 Updated Feasibility Study contained herein has been prepared by, or under the supervision of, Maria Vallejo, P . Eng . , FAusIMM, Vista’s Director of Projects and Technical Services, a Qualified Person as defined by National Instrument 43 - 101 – Standards of Disclosure for Mineral Projects (“NI 43 - 101 ”) and subsection 1300 of Regulation S - K (“S - K 1300 ”) under the Exchange Act . Artemis Gold Inc Qualified Person All scientific and technical information related to Artemis Gold contained herein has been prepared by, or under the supervision of, Tony Scott, P . Geo . , Artemis’ Chief Business Development Officer, a Qualified Person as defined by National Instrument 43 - 101 . Cautionary Note to Investors Regarding Estimates of Measured, Indicated and Inferred Resources and Proven and Probable Mineral Reserves We are subject to the reporting requirements of the Exchange Act and applicable Canadian securities laws, and as a result we report our mineral reserves and mineral resources according to two different standards . U . S . reporting requirements are governed by S - K 1300 . Canadian reporting requirements for disclosure of mineral properties are governed by NI 43 - 101 . Both sets of reporting standards have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported, but the standards embody slightly different approaches and definitions . In our public filings in the U . S . and Canada and in certain other announcements not filed with the SEC, we disclose proven and probable reserves and measured, indicated and inferred resources, each as defined in S - K 1300 and NI 43 - 101 . As currently reported, there are no material differences in our disclosed proven and probable reserves and measured, indicated and infe rred resources under each of S - K 1300 and NI 43 - 101 . The estimation of measured resources and indicated involve greater uncertainty as to their existence and economic feasibility than the estimation of proven and probable reserves, and therefore investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into S - K 1300 - compliant or NI 43 - 101 - compliant reserves . The estimation of inferred resources involves far greater uncertainty as to their existence and economic viability than the estimation of other categories of resources, and therefore it cannot be assumed that all or any part of inferred resources will ever be upgraded to a higher category . Therefore, investors are cautioned not to assume that all or any part of inferred resources exist, or that they can be mined legally or economically . Unless otherwise indicated, the information contained in this presentation is derived from S - K 1300 Technical Report Summary, Mt Todd Gold Project 15 , 000 tpd Feasibility Study, Northern Territory, Australia, effective date July 29 , 2025 , and NI 43 - 101 Technical Report, Mt Todd Gold Project 15 , 000 tpd Feasibility Study, Northern Territory, Australia, effective date July 29 , 2025 . S - K 1300 Technical Report Summary, Mt Todd Gold Project 50 , 000 tpd Feasibility Study, Northern Territory, Australia, effective date March 12 , 2024 , and NI 43 - 101 Technical Report, Mt Todd Gold Project 50 , 000 tpd Feasibility Study, Northern Territory, Australia effective date March 12 , 2024 . Sources for all references to the 2025 Feasibility Study throughout this presentation: S - K 1300 Technical Report Summary, Mt Todd Gold Project 15,000 tpd Feasibility Study, Northern Territory, Australia, effective date July 29, 2025 NI 43 - 101 Technical Report, Mt Todd Gold Project 15,000 tpd Feasibility Study, Northern Territory, Australia, effective date July 29, 2025 Sources for all references to the 2024 Feasibility Study throughout this presentation: S - K 1300 Technical Report Summary, Mt Todd Gold Project 50,000 tpd Feasibility Study, Northern Territory, Australia, effective date March 12, 2024 NI 43 - 101 Technical Report, Mt Todd Gold Project 50,000 tpd Feasibility Study, Northern Territory, Australia, effective date March 12, 2024 2
TRANSACTION HIGHLIGHTS Combination with Artemis delivers Vista shareholders an immediate premium and de - risked exposure to growth from Blackwater and Mt Todd 3 Immediate premium and compelling value : Consideration represents a 29% premium based on the 20 - day VWAPs for each of Artemis and Vista, and a 25% premium to Vista’s clo sing price 1 Continued exposure to Mt Todd and future value creation : Vista shareholders retain meaningful exposure to the future development and value creation potential of Mt Todd through their eq uity interest in Artemis Exposure to near - term value accretion at Artemis’ Blackwater mine: Vista shareholders will participate in the realization of near - term production growth from completion of the Phase 1A and EP2 Ex pansions of Blackwater, taking Blackwater production over 500k oz pa at industry - leading all - in sustaining costs, with further exploration, optimisation and ex pansion potential beyond Participation in the growth of Artemis: Following completion of the Transaction and the EP2 expansion, Vista shareholders will participate in the growth of a larger, di versified producer with assets in two favorable jurisdictions, British Columbia and the Northern Territory Pathway and funding to advance Mt Todd: Artemis’ intention to develop Mt Todd at its “full scale” of 50ktpd is underwritten by its strong financial position and highly - credentialled, seasoned project development and construction team Enhanced trading liquidity and access to capital : The enlarged Artemis offers Vista shareholder improved liquidity and greater access to capital in a growing, intermediate gol d p roducer 1 Market data as at market close, September 18, 2026. 20 - day VWAPs based on the volume - weighted average prices for Artemis on the TSX - V and for Vista on the NYSE - American and other exchanges captured in the Bloomberg US composite Code. The premium to Vista’s closing price is based on each of Artemis’ and Vista’s cl osi ng price on September 18, 2026 and the agreed exchange ratio
TRANSACTION SUMMARY Artemis to acquire Vista through a court - approved Plan of Arrangement Vista shareholders to hold approximately 5% of Artemis post closing 4 Artemis to acquire 100% of the issued and outstanding common shares of Vista pursuant to a court - approved Plan of Arrangement The Transaction has been unanimously approved by the Boards of Directors of each of Artemis and Vista Transaction Consideration Conditions Vista shareholders will receive 0.0966 Artemis shares per Vista share, currently valued at US$2.83 1 per Vista share (the Consideration ) The Consideration represents: A premium of 29% to the 20 - day VWAPs of Artemis and Vista and 25% to the closing price of Vista on September 18, 2026 1 Total implied fully diluted transaction equity value of US$427 million Upon completion of the Transaction, Vista shareholders will own 5% of Artemis The Transaction is to be effected pursuant to a court - approved Plan of Arrangement under the Business Corporations Act (British Columbia) subject to: Vista shareholder approval (66 2 / 3 of votes cast by Vista shareholders at a special meeting to consider the Transaction) Customary regulatory approvals including Australian Foreign Investment Review Board approval, Northern Territory Ministerial Con sent and TSX - V approval for Artemis to issue Artemis Consideration shares Other Vista’s Directors and Senior Officers have entered into customary voting support agreements, under which they have committed to vote their common shares held in favour of the Transaction The Arrangement Agreement includes customary deal protections, including a break fee, non - solicitation obligations and a right t o match in favour of Artemis 1 Market data as at market close, September 18, 2026. 20 - day VWAPs based on the volume - weighted average prices for Artemis on the TSX - V and for Vista on the NYSE - American and other exchanges captured in the Bloomberg US composite Code. The premium to Vista’s closing price is based on each of Artemis’ and Vista’s cl osi ng price on September 18, 2026 and the agreed exchange ratio
INDICATIVE TRANSACTION TIMETABLE Transaction completion estimated to occur in January 2027 5 Transaction Announcement Event Indicative Timing September 21, 2026 Definitive proxy statement mailed to Vista shareholders November 2026 Vista shareholder meeting to consider the Transaction December 2026 Transaction completion January 2027
INTRODUCTION TO ARTEMIS Artemis is a leading TSX - V listed intermediate producer Operating and Expanding the world - class Blackwater mine in British Columbia 6 Artemis is a US $ 7 . 1 bn market capitalisation gold producer operating and expanding its world - class Blackwater mine in British Columbia, Canada Blackwater construction completed on time and on budget within 22 months. First gold pour January 2025 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026 Q2 2026 Q3 2026 Phase 1A expansion 57% complete; pays inaugural quarterly dividend of 5c per share Commercial production declared, mine officially opened Achieves nameplate capacity ; Phase 1A expansion announced (33% increase in throughput by end of 2026) Announces EP2 Expansion to increase throughput by 250% by end of 2028 Announces 192,808oz of production at AISC of US$869/oz ( within guidance ) and raises US$450m corporate bond Purchases put options to provide downside gold price protection during EP2 construction Source: Artemis’ Corporate Presentation dated August 2026.
193 275 - 425 265 - 290 500 - 525 2025 2026 Guidance Expansion Period (2026-2028) First 10 full years (2029+) Further Growth Gold Produced (koz) Staged Development of Blackwater • Phase 1 commissioned Q3 2025 at 6 Mtpa • Phase 1A 57% complete, lifting capacity 33% to 8 Mtpa by Q4 2026 • EP2 major works underway ahead of schedule, taking nameplate to 21 Mtpa by H2 2028 Capex • Total growth capital for 2026 of C$685 - C$755M, fully funded through operating cash flow • C$385 - C$435M of 2026 growth capital allocated to EP2 (C$108M spent to 30 June), within total EP2 plant expansion capital of C$1.44B (EP2 capital intensity of C$110 per tonne of annual throughput) Expansion Targets • EP2 positions Blackwater to achieve production of 500+koz p.a. for the first 10 full years at first quartile AISC • Optimization studies ongoing for debottlenecking to 25 Mtpa and beyond , with resource expansion and regional exploration to extend current mine life to beyond 2043 • Artemis’ stated Intention is to develop Mt Todd at its “full scale” of 50ktpd ( Post Blackwater EP2 completion) BLACKWATER AND BEYOND 7 Phase 1A and EP2 Expansions to take Blackwater to 500+koz pa Potential for further growth from district - scale exploration potential +165% Source: Artemis’ Corporate Presentation dated August 2026.
BLACKWATER AND BEYOND 8 Artemis intends 1 to sequence Mt Todd development to dovetail with completion of Blackwater EP2 Expansion and Optimization 2026 2027 2028 2029 2030 2031 2032 Artemis’ “Committed Growth Plans” 1 Source: Artemis’ investor presentation dated September 21, 2026. Artemis references “street estimates” for timing of Mt Todd pro ject milestones Artemis’ “Future Growth Options & Upside” Phase 1A Plant Construction Phase 1A Commissioning EP2 Early Works EP2 Plant Construction 21 Mtpa Nameplate EP2 Optimization to ~25 Mtpa Beyond 25 Mtpa Design, Construction & Commissioning 1 Production 1 EP2 Commissioning Blackwater Indicated Timeline Mt Todd Artemis Ind. Timeline Artemis intends to provide an update on its Development Plan for Mt Todd post completion of Transaction
ARTEMIS MANAGEMENT Artemis brings a highly credentialled management team with directly relevant project development and construction track record 9 Steven Dean Founder & Executive Chair Steven Dean is the founder and Executive Chair of Artemis Gold. He has extensive international experience in mining, including as President of Teck Cominco Limited. More recently, Mr. Dean was Chairman, CEO and founder of Atlantic Gold Corporation, which was sold to St. Barbara Limited in 2019, after building its Moose River Consolidated Mine in Nova Scotia on time and on budget. Earlier in his career, Mr. Dean was founding a member of management of the Normandy Poseidon Group, (which became Normandy Mining) and co - founder of PacMin Mining Corporation, where he led the development of multiple Australian gold mines. Dale Andres CEO and Director Dale Andres has 30+ years of experience in the resource industry. Previously, he was CEO and Director of Gatos Silver. Prior to this, Mr. Andres also enjoyed a distinguished career of increasing seniority at Teck Resources where he served as SVP, Base Metals, SVP, Copper, VP, Copper Strategy and North American Operations, VP, Gold and International Mining, and General Manager, Underground Mines. Mr. Andres’ experience at Teck included responsibility for the Lennard Shelf and Carrapateena projects in Australia. Jeremy Langford President Jeremy Langford has multi - mine gold producer experience and an extensive proven track record in managing operations and the development of scale greenfield assets. Mr. Langford served most recently in the role of COO of Centamin Plc and prior to that COO & EVP Construction and Technical Services with Endeavour Mining. Over the past 20+ years, Mr. Langford has led the successful execution of six large - scale gold development projects. Erik Marchand CFO & Company Secretary Erik Marchand is a Chartered Professional Accountant with approximately 15 years of finance and accounting experience across the mining and natural resources sectors. Prior to joining Artemis, Mr. Marchand held progressively senior finance roles at one of Glencore's international mining operations, as well as other site - based operational roles within British Columbia. He began his career with Deloitte and holds a Bachelor's degree in Finance and Accounting. Tony Scott Chief Business Development Officer Tony Scott has 25+ years of experience in the metals and mining industry, spanning technical, operational and financial roles. Mr. Scott most recently served as SVP, Corporate Development and Technical Services at Gatos Silver. Previously, he held progressively senior positions at a Macquarie Group division providing mine construction financing. Mr. Scott’s experience also includes leadership roles with Teck Resources and Placer Dome. Candice Alderson Chief ESG Officer Candice Alderson brings a legal and finance background with extensive major project management experience. Ms. Alderson most recently served as Senior Vice President, Infrastructure Investments for the Ledcor Group of Companies. She was also a member of Ledcor’s Inclusion and Diversity Committee. Source: Artemis’ Corporate Presentation dated August 2026.
10 NYSE American & TSX VGZ APPENDIX VGZ | VISTA GOLD
WHY MT TODD? Development - stage Project that Appeals to Investors and Strategic Partners Scarcity of Large Deposits in Favorable Mining Jurisdictions “Too Big to Ignore” Opportunity for Resource Growth District - Scale Exploration Potential Designed for Future Expansion 11
VISTA GOLD CORP Realizing Shareholder Value through Disciplined Execution Mt Todd is among the largest development stage projects in Australia 2025 Feasibility Study for 15 ktpd operation confirms strong economics and preserves expansion optionality 2026 key work programs underway leading to detailed engineering and design Driving outcomes to achieve a producer re - rating 12
MT TODD GOLD PROJECT MINING AND PROCESSING Fit for Purpose Design Supports Conventional Australian Mine and Plant Operations Mining Overview • Conventional truck and excavator open pit operation • Drill and blast on 12 - meter benches (ore and waste) • Pit slope parameters re - evaluated • 71 M tonnes of below cut - off material with economic potential to be segregated in waste rock dump for possible future processing 0 . 35 - 0 . 5 g Au/t (average grade of 0 . 43 g Au/t) 982 Koz contained gold • Batman pit stripping ratio (W:O) 4:1 Processing 1 • Stockpiling used to deliver higher and consistent grades • Life of mine average gold recovery of 88.5% • 3 - stage crush (gyratory, cone and HPGR) • Single - stage sorting (XRT) • 2 - stage grind (P 80 40 microns) • Carbon - in - leach recovery circuit 1 See Appendix – Conventional Gold Recovery Circuit slide 14 for process flowsheet details. 13
MT TODD GOLD PROJECT CONVENTIONAL GOLD RECOVERY CIRCUIT 14
MT TODD GOLD PROJECT EXPLORATION Mining Leases and Exploration Licenses • Four mining leases (MLs) 55 km 2 • Four exploration licenses (ELs) 1 , 337 km 2 Batman deposit and other previously mined open pits. Section is not representative of location and scale. 15
MT TODD GOLD PROJECT EXPLORATION District - Scale Exploration Potential 1 , 337 km 2 Contiguous Exploration Licenses • Largely unexplored, host to known occurrences of precious and base metals, and highly prospective for new discoveries Prior Drilling within Boundaries of Mining Leases • Identified four promising targets to date on the 24 km Batman - Driffield Trend with potential to add gold ounces to resource base Quigleys • Newly updated Mineral Resources estimate • MI&I Mineral Resources estimate of 496 koz gold at 1.15 g Au/t 1 South Cross Lode • South Cross Lode located adjacent to the Batman deposit and extends with a defined strike length of 400 meters northeast • Open at depth and along strike to the northeast, potentially connecting to other identified exploration targets 1 See Appendix – Mineral Resources slide 22 for details. 16
MT TODD GOLD PROJECT COMMITTED TO SUSTAINABLE AND SOCIALLY RESPONSIBLE DEVELOPMENT Environmental • Transparent environmental management programs with online site water management data • Successful collection, storage, pH adjustment, and controlled release in accordance with the Water Discharge License • Key Environmental and Operational Permits Approved for 50 ktpd Project Social • Committed to health, well being, and safety of our employees and contractors • Strong relationship with the Jawoyn Association Aboriginal Corporation underpinned by continual engagement • Strong project support across broad stakeholder base • Commitment to sponsorship programs that support education, community events, healthcare, and economic development Governance • Increased diversity among the board and management • Published Vista’s 2025 ESG report 17
VISTA GOLD CORP EXPERIENCED BOARD OF DIRECTORS Disciplined Execution Backed by Experienced Mining and Finance Leadership Tracy Stevenson Chair Former director of Uranium Resources Inc., former director and non - executive chairman of Quaterra Resources and former director of Ivanhoe Mines Ltd. Founding member of Bedrock Resources, a private resources financial advisory firm and SOS Investors LLC, a private resources investment firm Former Global Head of Information Systems at Rio Tinto PLC John Clark Compensation Committee Chair President of Investment and Technical Management Corp. and former CFO Polaris Geothermal Inc. Director of Russel Metals Inc. and Zephyr Minerals Frederick Earnest President, CEO & Director CEO since January 2012 and senior officer of Vista since 2006 Former President of Pacific Rim El Salvador and General Manager of Compañia Minera Dayton (Chile). 30+ years industry experience Deborah J. Friedman Governance Committee Chair Director of Golden Minerals Company and former Partner (retired) at Davis Graham & Stubbs LLP from August 2000 to December 2016 and counsel from May 1999 to August 2000 VP and General Counsel and other senior management positions at Golden Minerals Company, Cyprus Amax Minerals Company, and AMAX Gold Patrick Keenan Audit Committee Chair Retired mining executive and accomplished CFO, with more than 30 years of executive mining industry experience Former EVP and CFO of PolyMet Mining Corp.; former SVP Finance and Treasurer of Newmont Mining Corporation; and held various senior management positions at Rio Tinto Mike Sylvestre HSE&SR Committee Chair Director of Hochschild Mining PLC and Nickel Creek Platinum Corp. Former senior executive of Kinross Gold Corp., including SVP Americas and Regional VP Africa Former Interim President, CEO and Chair of Claude Resources and former President and CEO of Castle Resources 18
VISTA GOLD CORP HIGHLY QUALIFIED MANAGEMENT TEAM Proven Track Record of Exploration, Development and Operation Successes Frederick H. Earnest President, CEO and Director CEO since January 2012 and senior officer of Vista since 2006 Over 35 years of industry experience (corporate management, mine operations and project turnarounds, new project engineering and construction) Former President of Pacific Rim El Salvador, GM of Compania Minera Dayton in Chile and former director of Midas Gold Corp. Douglas L. Tobler Chief Financial Officer More than 40 years of corporate financial management experience gained as a chief financial officer, CPA, and corporate advisor CFO of Vista since July 2019 Former CFO of Lydian International and Alacer Gold Corp. Fellow with Coopers & Lybrand’s National Accounting and SEC Directorate Pamela A. Solly Vice President, Investor Relations VP of Investor Relations at Vista since April 2019 More than 30 years of public company experience in investor relations and corporate communications Former VP of Investor Relations of Lydian International Member of the National Investor Relations Institute and Women in Mining 19
VISTA GOLD AUSTRALIA PTY LTD. VISTA GOLD AUSTRALIA PTY LTD. Strengthening Executive Project Execution Capabilities in Perth and NT Jeff Dang Executive General Manager, Projects and Technical Services Mining engineer with more than 18 years of operational, technical, and leadership experience in Africa, Western Australia and South America Diverse experience including mine management and optimization, project and mine development, project evaluation and studies, and corporate development Former General Manager, Projects and Technical for Gold Road Resources Limited in Western Australia Sharon Goddard Executive General Manager, External Relations and Social Performance More than 20 years of experience in the mining sector, specializing in social performance, ESG, organizational growth and transformation, corporate affairs, and stakeholder engagement Experience includes extensive engagement with Indigenous groups, regulators, and industry bodies while supporting corporate growth and strong governance Former General Manager, Social Performance and External Relations for Gold Resources Limited Julie Jones General Counsel and Company Secretary Experienced corporate counsel with more than 20 years of legal and executive leadership experience across ASX100 companies, global mining operations and industry organizations Expertise includes governance, risk management, corporate affairs, commercial negotiations, employment and mining law, and company secretary practice Former General Counsel for Gold Road Resources Limited 20 Gavin Ferguson Managing Director Mining engineer with 35 years of international mining experience across mine development, project execution, operations, business transformation, and executive leadership Held senior executive and operational leadership positions with Kinross Gold, K92 Mining, Teranga Gold, Newmont, Anglo Platinum, Platinum Australia, and AngloGold Ashanti Former General Manager of the Carlin Mining Complex for Nevada Gold Mines where he was accountable for five under ground mines, three open pits, and five process facilities
MT TODD GOLD PROJECT MINERAL RESOURCES AND MINERAL RESERVES Increased Reserve Grade by 23% – 1.04 g Au/t Years 1 - 15 and 0.97 g Au/t LOM Mineral Resources Estimate 1 • M & I gold resources now exceed 9 Moz Total Mineral Resources Gold Oz (000) Grade (g Au/t) Tonnes (000) 9,122 0.83 340,428 Measured & Indicated 1,433 0.78 57,099 Inferred Mineral Reserves Estimate 2 • Proven and probable – 5.2 Moz at raised cutoff grade of 0.50 g Au/t Proven and Probable Mineral Reserves Gold Oz 3 (000) Grade (g Au/t) Tonnes (000) 4,959 0.97 158,623 Batman Deposit 232 0.54 13,352 Heap Leach Pad 5,190 1 See Appendix – Mineral Resources slide 22 for details. 2 See Appendix – Mineral Reserves slide 23 for details. 3 Amounts may not add to total due to rounding. 21
MT TODD GOLD PROJECT MINERAL RES OURCES ESTIMATE Measured (M) 124,502 0.82 3,301 - - - 3,702 1.13 134 128,204 0.83 3,435 Indicated (I) 191,907 0.84 5,156 13,352 0.54 232 6,965 1.34 299 212,224 0.83 5,687 Measured & Indicated 316,409 0.83 8,457 13,352 0.54 232 10,667 1.26 433 340,428 0.83 9,122 Inferred 54,338 0.78 1,369 - - - 2,761 0.71 63 57,099 0.78 1,433 Heap Leach Pad Quigleys Deposit Contained Ounces (000) TOTAL Mt Todd Gold Project - Mineral Resources 0.40 g Au/t Cutoff and US$1,950 per ounce Tonnes (000) Grade (g Au/t) Contained Ounces (000) Tonnes (000) Grade (g Au/t) Contained Ounces (000) Tonnes (000) Grade (g Au/t) Contained Ounces (000) Tonnes (000) Grade (g Au/t) Batman Deposit Notes: 1) Measured & Indicated resources include Proven and Probable Reserves. 2) Batman and Quigley Resources are quoted at a 0.40g - Au/t cut - off grade. Heap Leach resources are the average grade of the heap, n o cut - off applied. 3) Batman: Resources constrained within a $1,950/oz gold pit shell. Pit parameters: Mining Cost $3.00/tonne, Milling Cost $17.50 /to nne processed, G&A Cost $1.50/tonne processed, Au Recovery metallurgical equation averaging 89.7%. 4) Quigleys: Resources constrained within a $1,950/oz gold pit shell. Pit parameters: Mining Cost $3.00/tonne, Milling Cost $17. 50/ tonne processed, G&A Cost $1.50/tonne processed, Au Recovery metallurgical equation averaging 89.7%. 5) Differences in the table due to rounding are not considered material. Differences between Batman and Quigleys mining and meta llu rgical parameters are due to their individual geologic and engineering characteristics. 6) Kira Johnson, MMSA, of Tetra Tech is the QP responsible for the Statement of Mineral Resources for the Batman, Quigleys depos its and Heap Leach pad. 7) The effective date of the Heap Leach, Batman and Quigleys resource estimate is July 25, 2025. 8) Mineral resources that are not mineral reserves have no demonstrated economic viability and do not meet all relevant modifyin g f actors. 9) The Mineral Resources were estimated using the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definition Standa rds for Mineral Resources and Reserves. Sources for above data: S - K 1300 Technical Report Summary, Mt Todd Gold Project 15,000 tpd Feasibility Study, Northern Territory, Australia, effective d ate July 29, 2025 NI 43 - 101 Technical Report, Mt Todd Gold Project 15,000 tpd Feasibility Study, Northern Territory, Australia, effective date Jul y 29, 2025 22
MT TODD GOLD PROJECT MINERAL RESERVES ESTIMATE Tonnes (000) Grade (g Au/t) Contained Ounces (000) Tonnes (000) Grade (g Au/t) Contained Ounces (000) Tonnes (000) Grade (g Au/t) Contained Ounces (000) Proven 77,359 0.95 2,371 77,359 0.95 2,371 Probable 81,263 0.99 2,588 13,352 0.54 232 94,615 0.93 2,820 0.94 5,190 Mt Todd Gold Project – Mineral Reserves 0.50 g Au/t Cutoff and US$1,800 per gold ounce Batman Deposit Heap Leach Pad Total Proven & Probable 158,623 0.97 4,959 13,352 0.54 232 171,975 Notes : 1) The Mineral Reserves point of reference is the point where material is fed into the processing plant. 2) Batman deposit Mineral Reserves are reported using a 0.50 g Au/t cutoff grade and $1,800/oz gold price. 3) Colin McVie, FAusIMMand Peter Lock , FAusIMM of Mining Plus are the QP's responsible for the Statement of Mineral Reserv es for Batman Deposit Proven and Probable mineral reserves. 4) Because all the heap - leach pad reserves are to be fed through the mill, these Mineral Reserves are reported without a cu toff grade applied. 5) Deepak Malhotra SME registered member, is the QP responsible for reporting the heap - leach pad Mineral Reserves. 6) The effective date of the Batman and Heap Leach Mineral Reserves estimate is July 25, 2025. 7) Differences in the table due to rounding are not considered material 8) The Mineral Reserves were estimated using the CIM Definition Standards for Mineral Resources and Mineral Reserves. Sources for above data: S - K 1300 Technical Report Summary, Mt Todd Gold Project 15,000 tpd Feasibility Study, Northern Territory, Australia, effective d ate July 29, 2025 NI 43 - 101 Technical Report, Mt Todd Gold Project 15,000 tpd Feasibility Study, Northern Territory, Australia, effective date Jul y 29, 2025 23
MT TODD GOLD PROJECT 15 KTPD FEASIBILITY STUDY RESULTS SUMMARY LIFE OF MINE 1 YEARS 1 - 15 146 153 koz Average Annual Gold Production 0.97 1.04 g Au/t Gold Grade (ROM feed) 2 88.5% 88.6% % Gold Recovery (ROM) 2 4,368 2,298 koz Total Gold Production $1,413 $1,399 $/oz Cash Costs $1,499 $1,449 $/oz All - in Sustaining Costs 3.98 4.15 W:O Stripping Ratio $425 - $ millions Initial Capital $97 $93 $/oz Capital Efficiency (initial capital : total oz Au produced) 2.5 - Benefit Cost Ratio (NPV 5% : initial capital) $256 $85 $ millions Sustaining Capital $176 $29 $ millions Reclamation and Closure, Net $1,060 - $ millions After - tax NPV 5% 3 27.8% - % After - tax IRR 3 2.7 - Years After - tax Payback 3 1 Life of Mine comprises years 1 - 30. 2 “ROM” means run of mine. 3 Feasibility Study gold price of $2,500. 24
NYSE American & TSX VGZ Contact Pamela A. Solly Vice President of Investor Relations Phone: (720) 877 - 0132 Email: psolly@vistagold.com NYSE AMERICAN & TSX: VGZ www. vistagold .com