Artemis announces takeover of Vista in share exchange deal valued at $427m
TSX-V-listed Artemis Gold has entered into an agreement to acquire all of the issued and outstanding shares of TSX- and NYSE-listed Vista Gold in a deal valued at $427-million through the exchange of shares.
Artemis currently holds 4.95% of Vista's outstanding shares.
Under the terms of the transaction, Vista shareholders will receive 0.0966 common shares of Artemis for each Vista share held. The exchange ratio implies a consideration of $2.83 per Vista share, representing a 29% premium to Vista's 20-day volume-weighted average share price on the TSX.
On completion of the deal, Artemis shareholders will own 95% of the enlarged company and Vista shareholders the balance.
Vista brings to the enlarged company the Mt Todd gold project, in Australia, which Artemis says will be constructed after the completion of its Blackwater Phase 1A and EP2 expansions.
Mt Todd hosts 9.1-million ounces of measured and indicated resources and 1.4-million ounces of inferred mineral resources, with key permits in place for the construction of a 50 000 t/d processing plant.
The Vista takeover establishes a growth pathway for Artemis to reach production of one-million ounces a year, while Vista shareholders benefit from an immediate attractive premium and retained exposure to the future development and value creation potential of Mt Todd through their equity interest in Artemis.
The Artemis and Vista boards have both recommended that shareholders vote in favour of the transaction, while an independent firm has also deemed the offer fair from a financial point of view.
The deal is expected to close in January next year.
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