Artemis Gold Inc. (TSXV: ARTG) has agreed to acquire Vista Gold Corp. (TSX: VGZ) in an all stock deal valued at US$427 million, adding the Mt Todd gold project in Australia’s Northern Territory to its portfolio.
Vista shareholders will receive 0.0966 of an Artemis share for each Vista share they hold. That works out to US$2.83 per share, a 29% premium to Vista’s 20-day volume-weighted average price and 25% above its last close as of September 18.
No cash is changing hands, and Artemis is taking on no new debt to fund the deal. Once it closes, existing Artemis shareholders will own about 95% of the combined company and Vista holders will own the remaining 5%. Artemis held 4.95% of Vista prior to the announcement.
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Mt Todd is the centrepiece of the transaction. The project hosts about 10.6 million ounces of gold across all resource categories, including 9.1 million ounces measured and indicated and 1.4 million ounces inferred.
Vista’s 2025 feasibility study outlined a 15,000 tonne-per-day operation. The study reported an after-tax NPV5% of US$1.1 billion and an IRR of 27.8% at a gold price of US$2,500/oz. At US$3,300/oz, the after-tax NPV5% rises to US$2.2 billion and the IRR to 44.7%. Average annual production is estimated at 153,000 ounces in years 1 to 15, and 146,000 ounces over a 30-year mine life.
Artemis plans to take a larger approach. Mt Todd already holds key permits for a 50,000 tonne-per-day processing facility, and Artemis intends to build to that permitted rate. That means a reworked development plan, with economics that will likely look quite different from the 2025 study.
Artemis has made clear that Mt Todd will wait its turn. The Blackwater Phase 1A and EP2 expansions remain the priority, and EP2 is expected to be complete by mid-2028. Work at Mt Todd will start with engineering and permitting, and construction spend isn’t expected until EP2 reaches full production.
After the expansions, Blackwater is expected to produce more than 500,000 ounces of gold a year. Artemis expects cash flow from the mine to fund a Mt Todd build, and together the two assets give the company a path to more than 1 million ounces annually.
“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,” said Artemis CEO Dale Andres.
The deal needs the support of two-thirds of the votes cast by Vista shareholders, court approval, and regulatory clearances that include Australia’s Foreign Investment Review Board and Northern Territory Ministerial Consent. Vista’s directors and senior officers have signed voting support agreements. A US$18 million break fee is also in play.
Vista expects to mail its proxy statement in November and hold its shareholder meeting in December. The deal is expected to close in January 2027, when Artemis plans to outline its work plan for Mt Todd.
Artemis Gold last traded at $39.20 on the TSX.
