SA · Seabridge Gold Inc.

This filing discloses a high-materiality corporate reorganization involving the spin-out of Seabridge Gold Inc.’s Courageous Lake gold project into a newly formed, independent, publicly traded entity — Valor Gold Corp. The transaction is structured as a court-approved plan of arrangement under Canadian law, not a sale or acquisition, and is designed to unlock value by enabling two focused development paths: Seabridge retains full strategic and operational control over its flagship KSM project in British Columbia, while Valor assumes responsibility for advancing the Courageous Lake asset in the Northwest Territories. Shareholders will retain exposure to both projects through receipt of one new Seabridge share (reflecting the post-spin equity) plus a pro rata entitlement to 55 million Valor shares — a fixed pool, not a variable exchange ratio tied to market price or valuation. The arrangement is contingent on multiple conditions, most notably shareholder approval (requiring a special resolution), court sanction, and a strict dissent threshold (<1% of shares). The board’s unanimous recommendation underscores management’s conviction in the strategic rationale: improved capital allocation, targeted investor appeal, and operational agility for each asset. Importantly, the filing incorporates extensive technical and financial due diligence — including a March 2026 updated NI 43-101 Pre-feasibility Study for Courageous Lake and audited carve-out financial statements for Valor — signaling regulatory rigor and transparency. For investors, this represents a structural inflection point: it transforms Seabridge from a multi-asset explorer into a pure-play KSM developer, while creating a standalone vehicle for Courageous Lake with its own governance, incentive plan, and potential listing on the TSX and OTCQB. Execution risk remains tied to the May 22, 2026 vote and subsequent court process, but the comprehensive documentation and explicit conditions provide clarity on path dependency.