SA · Seabridge Gold Inc.

Seabridge Gold announced a definitive plan to spin out its 100% interest in the Courageous Lake gold project into a new publicly listed company, Valor Gold Corp. The transaction will be effected through a plan of arrangement, with Seabridge shareholders receiving one Valor share for approximately every 1.952 Seabridge shares held. Valor will be seeded with C$10 million in cash, comprising a C$5.1 million share subscription and a C$4.9 million gold stream advance. The spin-out is designed to allow Courageous Lake to be valued independently, as management believes the asset is overshadowed by Seabridge's flagship KSM project. Courageous Lake is one of Canada's largest undeveloped gold projects, with 11.0 million ounces of measured and indicated resources and 3.3 million ounces inferred. Valor will be led by incoming CEO Mark Ashley, with a seasoned management team and board. The arrangement requires shareholder approval at a special meeting on May 22, 2026, and a final court order on May 27, 2026. Valor has applied for listing on the TSX and intends to quote on the OTCQB. The spin-out is expected to unlock value for shareholders by providing a focused platform to advance the project.