Thank you for standing by. This is the conference operator. Welcome to the Artemis Gold conference call to announce the acquisition of Vista Gold. As a reminder, all participants are in listen-only mode, and the conference is being recorded. After the presentation, there will be an opportunity to ask questions. To join the question queue, you may press star then one on your telephone keypad. Should you need assistance during the conference call, you may reach an operator by pressing star then zero. I would now like to turn the conference over to Meg Brown, Vice President, Investor Relations. Please go ahead. Thank you, operator. Good morning, everyone, and welcome. Thank you for joining our conference call and webcast on the announcement of the acquisition of Vista Gold. Before we begin, I would like to remind everyone that certain statements made on the call may be forward-looking, and we encourage you to refer to our public filings and disclosures, including the cautionary language in this morning's news release and here on slide two for a more detailed discussion of potential risks and uncertainties related to these statements. In addition to our CEO, Dale Andres, on the call today, we have our Executive Chair and Founder, Steven Dean, our CFO, Erik Marchand, and our Chief Business Development Officer, Tony Scott. I'll now turn the call over to Dale. Thanks, Meg, and thank you all for joining this call. Starting on slide three, this morning, we announced that we have agreed to an all-equity transaction to acquire Vista Gold Corporation, the owner of the Mt Todd gold project in the Northern Territory in Australia. Mt Todd is a rare asset, and we see similarities to Blackwater when we acquired it back in 2020. With over 10 million ounces of contained gold and mineral resources, it can be developed at a meaningful scale. It's located in a stable, mining-friendly jurisdiction, and it's been permitted previously for the kind of scale of operation that we are considering. I would like to emphasize that this is a bolt-on acquisition that is complementary to our existing business and strategy, and our priority is clear. It remains the operation of the Blackwater Mine and delivery of phase I-A and the EP2 expansions over the next two years. There remains meaningful growth potential at Blackwater beyond EP2, and the team is focused on that. The acquisition of Mt Todd provides the company with greater optionality for continuing what I believe has been a remarkable growth trajectory and provides a pathway to becoming a 1 million ounce of gold per year producer. It's important to note that we will approach Mt Todd in the same manner that we did with Blackwater, disciplined, opportunistic, and focused on what delivers the best return for our shareholders. As we recently demonstrated with Blackwater, we have the team and technical capability to design, construct, commission, and operate new gold mines, including relevant experience in Australia. With the EP2 expansion progressing well and first gold now less than two years away, we have a very strong foundation for advancing future growth alongside increased capital returns to shareholders. On slide four, our goals at Blackwater are crystal clear. phase I-A is nearing completion, which will enable processing at 8 million ton per annum rate in 2027, together with higher gold production. The EP2 expansion is on track to achieve 21 million tons processed per year at Blackwater by the second half of 2028, increasing annual gold production to be more than 500,000 ounces in 2029. Jeremy and his team have kicked off EP2 incredibly well, and while still in early days, and have just started major works at the beginning of August. We are very pleased with the progress. I was just up at site last week hosting a group of analysts and investors, and the construction progress was impressive to see. We are also actively driving opportunities to expand resources, extend mine life, and debottleneck the operation beyond the EP2 design rate. Mt Todd adds a significant advanced stage growth opportunity to our development pipeline. While optimization and design work remain, the timing sequences very well with our existing growth plans at Blackwater. Turning to slide five, under the terms of the transaction, Artemis Gold will acquire all of the issued and outstanding shares of Vista Gold through a court-approved plan of arrangement. The transaction has an implied total value of approximately $427 million, with Artemis Gold and Vista Gold shareholders owning approximately 95% and 5%, respectively, of the combined pro forma company. Vista Gold shareholders will receive 0.0966 common shares of Artemis Gold for each Vista Gold share they own. Based on Friday's closing prices, this represents $2.83 per Vista Gold share, which is a premium of 29% based on the 20-day volume weighted average prices of the two companies. The transaction has been unanimously approved by both boards of directors. It does require approval by a court in D.C. as well as approval by at least 2/3 of the votes cast by Vista shareholders at a special meeting. The transaction remains subject to regulatory approvals as well as other customary closing conditions, and we do expect the closing early in the first quarter of 2027. The transaction provides Vista Gold shareholders with several compelling benefits. Vista shareholders receive immediate value appreciation from the transaction premium while retaining exposure to growth in the combined company. This includes meaningful exposure to the potential value creation from advancing Mt Todd, as well as participating in significant near-term production growth at industry-leading all-in sustaining costs at Blackwater. The combination of these two assets creates a more compelling platform for both growth and diversification. Importantly, the transaction provides a clear pathway and funding to advance Mt Todd, supported by our strong financial position and a very experienced project development and construction team with relevant skills and capacity post-EP2. Finally, as part of a larger intermediate gold producer, Vista shareholders benefit from greater trading liquidity and broader access to capital and eliminating single asset developer risk. On slide seven, this presents an overview of Mt Todd for those not familiar with the asset, which is located in the Northern Territory. As previously mentioned, assets with over 10 million ounces of gold and resources located in Tier 1 jurisdictions are very rare. This project has excellent access to infrastructure. There are paved roads, power, and water already in place, with gas and rail nearby, which can significantly reduce both development complexity and capital requirements. Slide eight shows the key attributes that make Mt Todd unique, which provide a strong foundation for future development. There are relatively few jurisdictions that combine the geological potential for very large gold deposits with the infrastructure, regulatory framework, and mining expertise to support their development, and Australia is one of them. Major environmental and operating permits were previously approved for a 50,000 tonne per day project, and while some modifications are required, a significant amount of permitting and regulatory work has already been completed by Fred and his team. This is a region with a long history of mining. Vista has developed strong relationships with various local stakeholders, including the Jawoyn people, and we will work to maintain and strengthen those relationships and collaborate with local communities. Lastly, this district has a large tenement package that offers substantial exploration potential. This is shown on slide nine with nearly 1,400 sq km, we see significant exploration upside on this expansive land package surrounding Mt Todd. This is an area with a history of artisanal mining dating back to the early 1900s, with many historical workings for gold and tin. Despite that history, the property has seen relatively limited modern exploration over the past 30 years. This provides considerable potential for new discoveries using modern exploration techniques. There are multiple styles of mineralization and multiple commodities present on the property, and we're not intending to distract ourselves with anything other than gold, but our geologists do light up about what it means for the exploration potential. Like Blackwater, the property presents a very large and underexplored land position, and with established historical mineralization, major regional structures, and multiple exploration targets, this provides significant potential for additional discoveries beyond the existing project. Turning to slide 10, this highlights the strength of our balance sheet, cash generation potential, and importantly, the self-funding nature of our growth strategy. At June 30, we had CAD 879 million of total liquidity, and that's Canadian, giving us a very strong financial position. Our phase I-A and EP2 expansions are fully funded, and as those ramp up, Blackwater is expected to generate significant and growing cash flow. The cash flow generated by Blackwater is expected to comfortably fund both future optimization at Blackwater and the potential development of Mt Todd at an optimized scale while still providing capacity for increased capital returns under our shareholder return framework. The combination of strong liquidity, significant cash flow, fully funded near-term expansions, and disciplined capital allocation puts us in an enviable position to fund the next stages of growth for Artemis. Slide 11 shows our development pipeline over the next few years, and as described previously, our priority focus is the disciplined delivery of phase I-A and EP2 of Blackwater. During 2027 and 2028, while our construction team is delivering the expansions of Blackwater, our technical teams will work on both the design and engineering for Mt Todd, as well as studies and engineering to support the next stage of growth at Blackwater to 25 million tons, and that's what we're working towards, to debottleneck Blackwater at 25 million tons of processing capacity and potentially beyond that. Mt Todd provides us with an attractive growth option with flexibility to optimize its scale and development plan, and we will ensure that the timing of the development decision fits with our ongoing development plans at Blackwater and obviously market conditions. Upon completion of the transaction, we will have more details on our near-term work plans and vision for Mt Todd. Slide 12 shows our expected timeline to close. There are a number of steps that we and Vista need to complete in advance of their anticipated shareholder meeting, and we do have a target to complete the transaction in early 2027. To wrap up, and on slide 13, near-term priorities remain very clear. The successful delivery of phase I-A and EP2, and both of which remain on track. This Vista Gold transaction gives us a compelling medium-term growth opportunity that represents a meaningful step up in scale and a pathway to a million ounces per year. Mt Todd, like Blackwater, is a rare asset. It is a large-scale, long-life project in a stable, mining-friendly jurisdiction with significant infrastructure advantages and an advanced permitting position. Those characteristics are extremely difficult to replicate. We believe Artemis Gold is a strong fit to advance Mt Todd. We have the financial strength, the technical expertise, and a proven mine. Just as importantly, the development timeline for Mt Todd fits well with our existing growth plans and allowing the two assets to complement one another. Finally, looking ahead, we will announce our initial work plan following the closing of the transaction. The plan will focus on optimizing the project first and advancing engineering and design and completing the remaining permitting work required to support a 50,000 ton per day processing operation. I think appropriate, and I'd like to now pass the call over to our Executive Chair and Founder, Steven Dean, with some closing remarks. Yeah. Thanks, Dale. I think you've covered it perfectly, to be frank. My comments will only be additional to what you've already said. To reemphasize what you've said, and those key messages would include, number one, that the board was insistent in its approval of this acquisition, that management remain 100% laser-focused on both the I-A and EP2 expansions at Blackwater. That is what we are doing. The timing of this transaction and the timing of Mt Todd as a development asset actually fits perfectly into a completion of EP2 in 2028, which would allow then the construction team to move thereafter to Mt Todd to start work on that. In the meantime, as our engineers and design experts complete their work during the I-A and EP2 expansions, we will move them on to tweaking of some of the changes in design and flow sheet that we at Artemis have in mind. As Dale said, most of our supporters would, I think, acknowledge that Artemis brings a series of differentiators to the development business in our industry of large-scale assets. We see some real potential to apply some of those same smarts to this asset, and those will become more apparent next year after closure and once we are well and truly into the ownership of this asset. Finally, I would like to say that in no way does this diminish the company's strategic alternatives. In fact, it enhances our strategic alternatives going forward. As Dale has also said, it puts us in a unique position to have an organic path to more than 1 million ounces of production by simply executing on what we do best, and that is disciplined development and expansions of large-scale mineral assets. That would put us in a rare place with 1 million ounces of production, on a pathway to that at least, from two assets with the combined assets most likely being in the bottom quartile of production costs. That makes us a very rare and unique company. We've always said to our shareholders and supporters that, firstly, if we ever did a transaction, it would be a bolt-on of the nature we're talking about here with Mt Todd. Secondly, it would not interfere in the focus of our existing business and commitments to shareholders. Thirdly, it would not diminish in any way the quality of our asset base. Quality goes to size and scale of deposit and operation, and quality goes to cost profile. I think potentially Mt Todd allows us to do all of those things and is still very consistent with what our messaging has been over the last five years in terms of the outlook for Artemis going forward. Thanks, Steven, and back over to you, operator, for the Q&A. Thank you. We will now begin the question-and-answer session. To join the question queue, you may press star then one on your telephone keypad. You will hear a tone acknowledging your request. If you are using a speakerphone, please pick up your handset before pressing any keys. To withdraw your question, please press star then two. The first question comes from Jeremy Hoy with Canaccord Genuity. Please go ahead. Hi, Dale, Steven, and team. Thank you very much for taking my questions. A couple from me. First one is, what do you envision in terms of a presence in Australia, and would you look at a potential ASX listing in the future? Quick answer is we're going to stay listed on the TSXV, so we don't anticipate at the current time any new listing on New York or ASX, but that's something we will look at down the road. As far as the presence goes, Vista has a small office in Denver, and we anticipate closing that down. Vista does have a presence that they're building in Perth as well as obviously a team up in the Northern Territory that provides us with a current foothold, and we'd be supplementing that with other capacity as we work to advance Mt Todd. We will put out our full plans upon close for our vision and the exact work plan that we would do. I just want to reiterate, nothing is going to take away from our construction focus on EP2. I think Steven said it well, our engineering for EP2 will finish in Q3 of 2027, and we just think the timing for Mt Todd and where we're at on our construction progress on EP2, it fits really well. Jeremy, I would add that as you were at site just recently, you were perfect to witness this, but there's a lot of Aussie accents in and around the place, both in the office as well as at site. A number of those people live in Australia. In fact, a number of them live in Perth. It's not a big transition. As EP2 winds down, those same people will carry on and have a shorter drive to work thereafter, and most of them speak Australian. Yeah, I appreciate that color, Steven. Maybe just I'll add one more piece of color. 50% of our executive team is actually Australian, and more than 50% of our senior project leadership team is Australian. Again, just a reminder, we're doing the majority of our engineering work on EP2 out of Perth already. Oh, and they're dual citizens too, there. Yeah. No, I appreciate that, and I'm sure it'll be appreciated by Jeremy and Shane and others. I guess another high-level strategy question is good mine building teams are rare, and you guys have one. Some other companies that have them have a pretty explicit strategy of moving the team from one asset to the next. You guys have been typically thought of as a good target, but you sort of turned the story around. Is that how you view yourselves? Would you be looking for potential third assets, development assets to continue moving this team to afterwards, or is it too early to say? Too early to say. Yeah. Appreciate. Yeah. Go ahead, Steven. Too early to say, Jeremy. I think the important takeaway that you can have is my comments in the closing remarks. This acquisition does not diminish in any way our strategic alternatives going forward. In fact, only enhances them. I was just going to add, we don't want to get ahead of ourselves. We've got a lot of work to do over the next two years on EP2. We're entirely focused on that, and this bolt-on provides some visibility and vision into the next step, but we don't want to get ahead of ourselves. So Jeremy, it's to you. Okay, fair enough. Anything beyond the month. Last one from me before I step back in the queue is on permitting. What are the key pending items that we should be watching for? Yeah, appreciate that. There's four key environmental permits and approvals required for advancing Mt Todd. One is the Aboriginal Areas Protection Authority certificate, which protects sacred sites, and that certificate was granted in 2012. There's a Northern Territory Environmental Impact Statement that was granted in 2014. The Mining Management Plan, which needs to be converted to an environmental mining license, and that's just to align to recent changes in Northern Territory's regulatory structure. That's a process that Vista already has underway. That needs to be done. Then under the Federal Environment Protection and Biodiversity Conservation Act, approval was granted in 2018, but that didn't contain a requirement to start construction within five years. So, if not started by 2023, we just need ministerial consent to commence construction activities under that approval. So that's the four key things. There are amendments that we are going to want to make as we complete an optimized engineering design. But we're not starting from scratch, so there's a very solid base of permitting work that Vista completed and that we will leverage off of. Okay, great. Thank you. I appreciate the color. I'll step back in the queue, and it seems like a great fit for the team and the company. Appreciate that. Thanks, Jeremy. The next question comes from Don DeMarco with National Bank Financial. Please go ahead. Thank you, operator, and good morning and congratulations to the Artemis team. To start off with a question. Steven, you mentioned that this deal does not diminish strategic options, but enhances them. Does becoming a multi-asset producer increase Artemis' strategic value to senior producers in your view? Don, the answer to that depends on each individual company that might have interest in us and/or Blackwater, of course. It also would be the subject of how we approach and how we communicate the differentiators as to how we are going to approach the Mt Todd development. I think that will come out in time. Okay. That's fair. Looking at next steps on Mt Todd post-closure, do you have any sense of what level of spending that you might incur over the next couple of years before a final go-forward decision is made? That might be advancing technical reports or drilling, or do you have some idea of the scope of work you want to accomplish and what that might cost? Yeah. Don, thanks for the question, and again, I'll just reiterate, we're going to come out with our work plan post-close, so in the first quarter of next year. Vista Gold has no debt. They do have a cash balance. Obviously, there'll be some transaction costs, but there will be cash that we inherit as part of the transaction. Post-close, no immediate cash requirements from Artemis, and we don't anticipate a huge amount of drilling. First up, it's going to be mostly focused on optimizing the engineering design and advancing permitting in conjunction with that. Really any kind of significant spend is going to be post EP2, when we're going to be in a much stronger and higher cash flow position post our capital spend on EP2. Okay, great. Just as a final question, stepping back a little bit and the previous caller had asked some of these questions in a similar vein, but this provides a path up to 1 million ounces. If you could comment on your strategic intentions, do you think 1 million ounces is enough, or is there potentially additional M&A that could appear over the coming years with maybe if you have a target for an even higher annual level of production? Just curious what your thoughts are. If there is potential other M&A that would be of interest what jurisdiction, metal, and so on. Thank you. Yeah. If you allow me to add to that one. Sure. As you know, Don, we have been consistent on this front. We are not a company that believes that M&A by itself adds shareholder value, and there is no one particular scale of annualized production that is the magic number that will change the world. If it is 1 million or 2 million or 3 million or 5 million or whatever. I certainly think owning two world-class large deposits in two tier-one jurisdictions with bottom quartile projected AISC would deserve a premium and trade at a premium in the market at a scale of 1 million ounces. If there is ever a commentary where some people think we are short, we do not agree with it, but up until now, we get a commentary that goes something like, "You are very reliant on one asset." We do not see it that way, particularly with phase I-A and EP2, because, as you know, EP2 is a completely separate plant. The risk of anything going sideways in our case is not just simply that we've got a single train of operation. That protects us from a risk management point of view with the operation of a single asset somewhat. But by adding another asset like the Mt Todd and having it up and running, certainly does achieve a great advantage to both geographical and risk diversification. Yep. Okay. Thank you. All excellent points. Well, thanks again for the additional color. That's all from me. Good luck on the next steps. Thanks, Don. Once again, if you have a question, please press star then one. The next question comes from Wayne Lam with TD Securities. Please go ahead. Hey, and morning, guys, and congratulations on the transaction. I know it might be early, as Dale mentioned, you still have to point out the work plan. Just wanted to understand the timing on advancement of Mt Todd in the context of EP2 and whether that start of construction could take place very shortly after EP2 comes online, maybe by late 2028, or whether you would take some time to generate some cash. Just wondering on the background of the deal, just curious how long you've been searching for a project to complement Blackwater and if you're able to provide any detail on whether there was a process run by Vista or if you approached them directly. Yeah. Thanks, Wayne. On your first question, yeah, we've said clearly that construction wouldn't start till post EP2 build, and that would be post EP2 full ramp- up and full cash flowing. So, there is permitting engineering design and optimization work we need to do with Mt Todd. I don't want to get into specifics yet. I think it's too early to do that. Like I said, we're going to say what our work plan is in the first quarter of next year. But construction would definitely not start before 2029 at the earliest. That's not saying we would start then, but it's not going to start in 2028, just to be crystal clear. On the second part of your question, sorry, just remind me, Wayne. Just on the background of the deal with. Oh, with the deal. Yeah. I mean, I'm not going to get into specifics on negotiations or the process. That will come out over time in the proxy. What I would say is that we are picky and choosy. We've looked at multiple assets around the world. There's very few that fit our select criteria. This is an asset that we've had an eye on for some time. We've done extensive due diligence on Mt Todd. Yeah, we feel comfortable in the opportunity. Okay, great. Thanks. I know that Blackwater has had a number of first-class design elements incorporated into the construction, including the electrification of the mill and the future plans for maybe the overhead conveyor and the electrical feed. Again, understanding that some work here is to be done, but are there any high-level changes that we can think about similar to Blackwater that would be incorporated into the design of the Mt Todd work plan? Yeah, I think, again, too early to say. We will come out with our work plan. I would just remind or repeat that there is fantastic infrastructure in and around Mt Todd, including power roads, r ail, other things, and taking advantage of that infrastructure. As you know, Mt Todd was previously in operation a few decades ago. But we will take advantage of the local infrastructure, and that will help on our capital optimization plans as well. Dale, if I could add to that, Wayne, the other thing, and I will leave this as a bit of a teaser for you, because as Dale says, we are not going to get into the specifics. But what I think we can say is a lot has changed since those previous operators ran this project in its previous iterations. What we are talking about here has the following differences. One, gold price is significantly different from back then, because we are talking 30-odd years ago, by the way. Secondly, scale is different. Thirdly, technology, particularly in the areas of crushing and comminution, which, if you do your research, previous operators ran into some trouble on those fronts because it is quite a hard ore. So is Blackwater, by the way. This ore is harder than Blackwater, but just think of the advances that have occurred in the last 30 years in metallurgical processing technology that we will be taking advantage of going forward under our ownership. I would just add with deep experience in doing that as well. Okay, great. Maybe last one for me. Can you give us an idea of the current relationship with the Jawoyn community, and what are the remediation items or outstanding items to be addressed with the Aboriginal Areas Protection Authority with the breach last year? Do any of the protected areas fall within the current footprint of the project? Does the operation need to be redesigned around that? I was just wondering how to think about the bigger project versus the kind of scaled back version that Vista had been pursuing over the past year. Yeah, no, I appreciate that, Wayne. Again, just a reminder, the certificate under the Aboriginal Areas Protection Authority is in place. There are amendments required to that. Vista is currently going through that process and we would continue with that. I think the relationship that Vista has built with the Jawoyn people has been strong. We would obviously seek to not just maintain that, but strengthen that. Yeah, I also had the opportunity to meet with Jawoyn leadership when I went to visit the property as well. I think the relationship is strong and obviously we'll work with all local stakeholders as we go forward. Wayne, you should note that the smaller scale that Vista has had under consideration is nothing to do with any of the permitting sacred sites, et cetera. It was purely, or in their view, and it's probably best to ask them, it was purely around how do they get, as a small company, how do they get the initial capital down so that they might be able to find a way of affording building and getting into production rather than, I think they would say they always believed that the larger scale was the optimal development scheme, but as a small standalone company, they didn't have the capital to build that optimal scale. Hence why they looked at whether there was potential to build it smaller. Yeah, then maybe just to the second part of your question, Wayne, I think you commented about liabilities or legacies. Yeah, I think Vista has done a good job on their reclamation and water management. I think you're referring to a specific point, and that was my understanding is those was related to exploration, not environmental issues, the issue you mentioned from last year. Okay, great. Yeah, that's helpful. Okay, thanks for taking my questions. This concludes the question-and-answer session. I would like to turn the conference back over to Dale Andres for any closing remarks. Please go ahead. Thank you, operator, and thanks everyone who joined the call. I hope we've been able to answer all your questions. We are available for any follow-up questions. We look forward to providing updates on this opportunity as we advance towards closing. We think this is a great opportunity for both Artemis and Vista Gold shareholders. Thank you for your attention today. Appreciate it. This concludes the question-and-answer session. I would like to turn the conference back over. This brings to a close today's conference call. You may disconnect your lines. Thank you for participating, and have a pleasant day.
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