3 June 2026
Toronto, Ontario--(Newsfile Corp. - June 3, 2026) - Seabridge Gold Inc. (TSX: SEA) (NYSE: SA) ("Seabridge" or the "Company") is pleased to announce that it has closed its previously announced spin-out transaction of Valor Gold Corp. ("Valor") by way of a statutory plan of arrangement (the "Plan of Arrangement") under the Canada Business Corporation Act (the "Arrangement") effective at 12:01 a.m. (Vancouver time) (the "Effective Time") on June 3, 2026 (the "Effective Date").
Pursuant to the Arrangement, Seabridge has transferred its 100% interest in the Courageous Lake gold project (the "Courageous Lake Project") located in the Northwest Territories, Canada to Valor and each share of Seabridge (the "Old Seabridge Shares") outstanding as at the close of business on the business day prior to the Effective Date, being June 2, 2026, will be exchanged for (a) one new Seabridge share (a "New Seabridge Share") for every Old Seabridge Share held, and (b) one common share of Valor (a "Valor Share") for every approximately 1.957 Seabridge shares held.1 After giving effect to the Arrangement, there are 55,000,000 Valor Shares issued and outstanding.
The Company received the final order in respect of the Arrangement from the Supreme Court of British Columbia on May 27, 2026.
The terms of the Arrangement, including the procedures to be followed by shareholders of Seabridge ("Shareholders") in order to receive the New Seabridge Shares and Valor Shares they are entitled to receive pursuant to the Arrangement, are further described in the Company's news release dated May 22, 2026, in a "Frequently Asked Questions" page on the Company's website, and in the Company's management information circular dated March 30, 2026 (the "Circular") available on Seabridge's website and under its profile on SEDAR+ at www.sedarplus.ca.