Good day, ladies and gentlemen. Welcome to Vista Gold's investor conference call. It's my pleasure to introduce Pamela Solly, Vice President of Investor Relations. Please go ahead. Thank you, John, and good day, everyone. Thank you for joining the Vista Gold Corp investor conference call. I'm Pamela Solly, Vice President of Investor Relations. Also on the call today is Fred Earnest, President and Chief Executive Officer. During the course of this call, we will be making forward-looking statements. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements of Vista to be materially different from results, performance, or achievements expressed or implied by such statements. Please refer to the cautionary statements in this morning's news release and presentation for details of risks and on other important factors that could cause actual results to differ materially from those in our forward-looking statements, and the cautionary note regarding estimates of mineral resources and mineral reserves. In advance, I want to inform you that we will not be taking questions at the conclusion of this call. Please refer to the announcement and presentation available on our website at www.vistagold.com. I will now turn the call over to Fred Earnest. Thank you, Pam, and thank you to everyone joining us on today's conference call. This morning, we announced the news of our business combination with Artemis Gold Inc. This combination with Artemis represents a significant milestone for Vista shareholders, delivering an immediate premium to Vista's share price while providing de-risked exposure to growth opportunities from the Blackwater Gold Mine and the Mount Todd Gold Project. We're very excited about what this transaction means for our shareholders and the opportunity it creates for the future of the combined business. Let me first start with transaction highlights. Some of these highlights include an immediate premium and compelling value. The consideration represents a 29% premium based on the 20-day VWAP of each Artemis and Vista, and a 25% premium to Vista's closing price on September 18th, 2026. There's continued exposure to Mount Todd and future value creation. Vista shareholders will retain meaningful exposure to the future development and value creation potential of Mount Todd through their equity interest in Artemis. There will be an exposure to near-term value creation at Artemis' Blackwater mine. Vista shareholders will participate in the realization of near-term production growth from the completion of the phase I- A and the EP2 expansions at Blackwater, taking Blackwater production over 500,000 ounces per year at an industry-leading all-in sustaining cost with further exploration, optimization, and expansion potential beyond that. Following the completion of the transaction and the EP2 expansion, Vista shareholders will participate in the growth of a larger, diversified producer with assets in two favorable jurisdictions, namely British Columbia, Canada, and the Northern Territory, Australia. This transaction provides a pathway and funding to advance Mount Todd. Artemis' intention to develop Mount Todd at its full scale of 50,000 tons per day is underwritten by its strong financial position and highly credentialed, seasoned project development and construction team. The enlarged Artemis offers Vista shareholders with improved liquidity, greater access to capital, and a growing and intermediate gold producer. Next, allow me to summarize the transaction. Artemis will acquire Vista through a court-approved plan of arrangement, and post-closing, Vista shareholders will hold approximately 5% of Artemis. The transaction can be summarized as follows. Artemis will acquire 100% of the issued and outstanding common shares of Vista pursuant to a court-approved plan of arrangement in a transaction that has been unanimously approved by the boards of directors of each Artemis and Vista. Vista shareholders will receive $0.0966 Artemis shares for each Vista share. Currently, this values the transaction at $2.83 per Vista share. This represents, as stated, a premium of 29% to the 20-day VWAP of Artemis and Vista, a 25% premium to the closing price of Vista on September 18th, 2026, and a fully implied diluted transaction equity value of $427 million U.S. Upon completion of the transaction, Vista shareholders will own 5% of Artemis stock. The transaction is to be effective pursuant to a court-approved plan of arrangement under the Business Corporations Act of British Columbia, subject to Vista shareholder approval, which will require a two-thirds or 66.66% of votes cast by Vista shareholders at a special meeting to consider the transaction and customary regulatory approvals, including Australian Foreign Investment Review Board approval, Northern Territory Ministerial Consent, and TSXV approval for Artemis to issue Artemis consideration shares. 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 favor of the transaction. The arrangement agreement includes customary deal protections, including a break fee, non-solicitation obligations, and a right to match in favor of Artemis. The transaction completion is scheduled to occur in January of 2027, with indicative timing as follows. Today, we announce the transaction. We intend to mail the definitive proxy statement to Vista shareholders in November of this year and schedule a shareholder meeting to consider the transaction in December of this year, 2026. We anticipate that the transaction will be completed in January of 2027. For those not familiar with Artemis Gold, allow me to provide a brief overview of the company and some of their recent achievements. Artemis is a leading TSXV-listed intermediate gold producer operating and expanding the world-class Blackwater Mine in British Columbia, Canada. Artemis has a market capitalization of $7.1 billion, that is U.S. dollars, and trades on the TSXV under the symbol RTG, and on the U.S. over-the-counter market as ARTGF. Some of their recent milestones include, in Q1 of 2025, Blackwater Mine construction was completed on time and on budget within 22 months, and first gold was poured. In Q2 of 2025, commercial production was declared, and the mine officially opened. In Q3 of 2025, they achieved nameplate capacity and announced the phase I-A expansion, targeting a 33% increase in throughput by the end of 2026. In Q4 of 2025, they announced the EP2 plant expansion to increase throughput by 250% by the end of 2028. In the first quarter of this year, they announced gold production of 192,808 ounces at an all-in sustaining cost of $869 an ounce, which was within guidance, and raised a $450 million U.S. corporate bond. In Q2 of this year, they purchased put options to provide downside gold price protection during the EP2 plant expansion construction. In this quarter, Q3 of 2026, they announced that the phase I-A expansion is 57% complete, on course to be completed in the next quarter, and paid an inaugural quarterly dividend of CAD 0.05 per share. Moving and looking beyond, ownership in Artemis will provide Vista shareholders with exposure to the ongoing growth story at the Blackwater Mine. Phase I-A and the EP2 plant expansions are expected to take Blackwater to over 500,000 ounces of gold per year production, with additional potential for future growth from district scale exploration. The Blackwater Mine was designed for stage development. As I indicated, phase one was commissioned, and commercial production announced in Q3 of 2025 at 6 million tons per annum. Phase I-A is 57% complete and expected to lift capacity by 33% to 8 million tons per annum by the end of Q4 2026. EP2 expansion major works are underway ahead of schedule and expected to take nameplate capacity to 21 million tons per annum by Q4 of 2028. Artemis has reported that the EP2 plant expansion is fully funded. The EP2 expansion positions Blackwater to achieve production of more than 500,000 ounces of gold per year for the first 10 years at first quartile, all in sustaining cost. Optimization studies are ongoing for debottlenecking to expand that production throughput or throughput to 25 million tons per annum and beyond, with resource expansion and regional exploration to extend the life of the mine running beyond 2043. Artemis intends to sequence Mt. Todd development to dovetail with completion of the Blackwater EP2 plant expansion and optimization. Furthermore, Artemis' stated intention is to develop Mt. Todd at its full scale of 50,000 tons per day. Any additional guidance on its development plan for Mt. Todd will be provided by Artemis post-completion of the transaction. Artemis brings a highly credentialed management team with directly relevant project development and construction track record. I invite you to visit the Artemis Gold website and learn more about their team. In conclusion, we believe this transaction offers Vista shareholders the opportunity to realize an immediate premium for their shares in the current market and to acquire an interest in the enlarged Artemis Gold Inc., which combines the near-term growth at Blackwater and continued exposure to Vista's Mt. Todd Mine potential, but in a vehicle with significantly greater capacity to deliver on that potential. Artemis' stated intention to build Mt. Todd as a 50,000 metric ton per day operation offers value creation opportunities that cannot reasonably be achieved in Vista's initially smaller scale operation. Artemis' operating experience, production growth profile, and cash flow generating potential create the potential for a compounded premium for Vista shareholders without the project development risk associated with a standalone project. Ultimately, we believe that the development of the Mt. Todd project within a company like Artemis provides leverage that cannot be achieved by a single asset producer. The board, in consultation with its financial and legal advisors, has unanimously determined that the transaction is in the best interest of the company and shareholders based on a review of the transaction and available alternatives to the company, including pursuing the development of Mt. Todd on a standalone basis. This concludes our prepared remarks. A copy of a presentation with this information and an overview of the Mt. Todd Gold Project and the company's management team can be found on our website at www.vistagold.com. Ladies and gentlemen, this concludes today's conference call. Thank you for your participation. You may now disconnect.
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