Seabridge Gold Issues Update On Planned Courageous Lake Gold Project Spinoff
Seabridge Gold Inc. (TSX:SEA) (NYSE:SA) ("Seabridge" or the "Company") provides a further update to its announcements in December 2025 and January 2026 regarding the Company's intention to spin out its 100% interest in the Courageous Lake gold project (the "Courageous Lake Project") located in the Northwest Territories, Canada into a separate listed entity, Valor Gold Corp ("Valor"), with 100% of the common shares of Valor ("Valor Shares") being distributed by Seabridge to its shareholders ("Shareholders") by way of a plan of arrangement under the Canada Business Corporations Act (the "Arrangement").
On January 21, 2026, the Company provided an update advising that, amongst other matters, a shareholder meeting was expected to be called to vote on the spin-out. Pursuant to the Company's notice of meeting and record date filed on March 17, 2026 (as amended on March 19, 2026 and April 16, 2026), a special meeting of shareholders of the Company (the "Meeting") will be held at 10:00 a.m. (Eastern Daylight Time) on May 22, 2026, at Salon 1, 19th Floor, Fairmont Royal York Hotel, 100 Front Street West, Toronto, Ontario, Canada, for the purposes of approving the Arrangement.
Seabridge is pleased to advise that the Notice of Meeting and Management Information Circular (the "Circular") in respect of the Meeting and providing details of the Arrangement, together with the form of proxy, voting instruction form and Letter of Transmittal (the "Meeting Materials"), have today been filed on SEDAR+ (www.sedarplus.ca) and will be filed with the SEC on EDGAR (www.sec.gov). A copy of the Circular can also be found on the Company's website. Physical copies of the Meeting Materials will be mailed to shareholders on or about April 29, 2026.
The Circular provides important information on the Arrangement and related matters, including the background to the Arrangement, information concerning Valor and the Courageous Lake Project, the rationale for the recommendations made by the board of directors of the Company, voting procedures and how to attend the Meeting. Shareholders are urged to read the Circular and its appendices carefully and in their entirety.
Rudi Fronk, Seabridge's Chair and CEO stated: "we believe Courageous Lake is not getting the valuation it deserves in the market because it has been overshadowed by the size and advanced state of our KSM project. Our objective is for our shareholders to realize the value of Courageous Lake as the promising asset it is, with good expansion potential, in a Tier One jurisdiction. Spinning it out into a stand-alone public company should enable Courageous Lake to be valued on its merits."
Mark Ashley, incoming Chief Executive Officer of Valor, commented: "It is rare to establish a new listed gold company anchored by a large, economically robust resource base, complemented by significant exploration upside. Building on Seabridge's successful efforts in advancing the project to its current stage, Valor is well positioned to further advance the existing deposit while pursuing meaningful resource expansion opportunities. I look forward to engaging with Seabridge's shareholders as we work to unlock and deliver incremental value through this focused platform."
Background to the Arrangement
Valor was incorporated as a wholly owned subsidiary of Seabridge in January 2026.
On March 23, 2026, Seabridge and Valor entered into an arrangement agreement (the "Arrangement Agreement"), which forms Appendix "B" to the Circular, pursuant to which (subject to satisfaction of other conditions of the Arrangement):
Seabridge shall subscribe for 700,000 Valor Shares at a notional share price of C$7.29 per share for subscription funds of C$5,100,000 (the "Share Subscription");
Seabridge will transfer its wholly-owned subsidiary, Seabridge Gold (NWT) Inc. ("SNWT") (the entity that owns the Courageous Lake Project), to Valor in consideration for (i) the issuance by Valor to Seabridge of 54,299,900 Valor Shares; and (ii) the granting by Valor to Seabridge of a gold stream in respect of which Seabridge will have the right to purchase 10% of future gold production from the Courageous Lake Project on a quarterly basis at a fixed price of US$4,000/oz if the quarterly average gold price is above US$4,000 per ounce. The form of the gold purchase agreement forms Schedule "B" to the Arrangement Agreement (the "Gold Stream Agreement") and;
Seabridge will provide a C$4.9 million advance payment to Valor under the Gold Purchase Agreement.
Therefore, immediately prior to completion of the Arrangement, Seabridge will hold all the Valor Shares as follows:
| Description | Number of Valor Shares |
| Issued on incorporation | 100 |
| Share Subscription | 700,000 |
| Transfer of SNWT | 54,299,900 |
| Total | 55,000,000 |
The Arrangement, if approved by Shareholders, will result in Seabridge distributing the 55,000,00 shares in Valor to Shareholders on the basis of one Valor Share for every approximately 1.952 Seabridge shares held.1
As previously announced, following the spin-out, Valor will have C$10 million of cash to fund anticipated work programs and general & administrative expenses. As explained above, this is being provided as follows:
| Description | C$ |
| Gold Stream Advance | $4,900,000 |
| Share Subscription | $5,100,000 |
| Total Cash (Valor) | $10,000,000 |
On April 10, 2026, the Supreme Court of British Columbia granted the interim order in respect of the Arrangement, which forms Appendix "C" to the Circular. The interim order authorizes various matters related to the Arrangement, including the holding of the Meeting and the mailing and delivery of the Meeting Materials to Shareholders. Subject to the approval of the Arrangement by Shareholders at the Meeting, the hearing for the Final Order is currently scheduled to take place on May 27, 2026 at 9:45 a.m. (Pacific Time) in Vancouver, British Columbia.
Valor has applied to be listed on the Toronto Stock Exchange ("TSX") and intends to apply to have its shares quoted on the OTCQB Venture Market (the "OTCQB") in the United States. Subject to the satisfaction of all necessary conditions of the TSX and OTCQB, it is expected that a TSX listing will be secured shortly after the shareholder meeting, receipt of the final court order and the completion of the Arrangement and a OTCQB quotation thereafter.
The Board of Seabridge, having reviewed the terms of the Arrangement and related transactions and considering, among other things, the reasons for the Arrangement, has unanimously determined that the Arrangement is in the best interests of Seabridge and its Shareholders. The Board recommends that Shareholders vote FOR the Arrangement at the Meeting.
In January 2026, Seabridge announced that mining veteran Mark Ashley will be appointed as a director and CEO of Valor upon completion of the Arrangement. Seabridge is pleased to advise that the management and board of Valor will be further strengthened with the appointment of Marcus Adam (VP Exploration), Steven Cresswell (CFO and Corporate Secretary) and non-executive board members Alan Edwards (Chairman), John Seaberg, Robert Parkinson, Julie Rachnyski and Elizabeth Miller. Biographies of each of the foregoing proposed officers and directors are provided at the end of this news release.
Readers are cautioned that the completion of the Arrangement is subject to a number of conditions, including the approval of Shareholders at the Meeting, court approval, conditional approval of a Valor stock exchange listing and regulatory approvals.
Courageous Lake and NI 43-101 Technical Report
Courageous Lake is one of Canada's largest undeveloped gold projects with total contained gold inventory, comprising Measured and Indicated Resources, of 11.0 million ounces of gold (145.2 million tonnes at an average grade of 2.36 grams per tonne ("g/t")), plus an additional 3.3 million ounces of gold in the inferred category (40.6 million tonnes at 2.52 g/t). The reported measured and indicated resources incorporate 2.8 million ounces of proven and probable reserves (33.9 million tonnes at 2.6 g/t) which would make it one of the highest-grade open pit gold projects in Canada. In addition to the above stated resources, the project also hosts a satellite deposit (Walsh Lake) that has an inferred resource of 4.13 million tonnes at 4.18 g/t containing 555,000 ounces of gold (the "Walsh Lake Resource Estimate").
Upon completion of the Arrangement, the Courageous Lake Project will be Valor's only material mineral property. Once the spin-out is completed, Valor intends to advance a targeted drill program to further explore for satellite deposits analogous to Walsh Lake and which have the potential to improve project economics. The Courageous Lake project consists of a strike length of 51 km of a prospective Greenstone Belt which has gold showings and historical drill intercepts of gold along its length.
Detailed information regarding the mineral resource and reserve estimates, the Walsh Lake Resource Estimate, the 2024 Preliminary Feasibility Study ("2024 PFS") and a Preliminary Economic Assessment ("2024 PEA") are provided in the report titled "Courageous Lake Project, Pre-feasibility Study and Preliminary Economic Assessment, NI 43-101 Technical Report", with an effective date of January 5, 2024, as amended and restated on March 23, 2026 and filed on April 27, 2026 on SEDAR+ under Seabridge's profile.
The 2024 PEA, is preliminary in nature and includes Inferred Mineral Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as Mineral Reserves, and there is no certainty that the results of the 2024 PEA will be realized. Mineral Resources in the 2024 PEA mine plan are not Mineral Reserves and do not have demonstrated economic viability. The 2024 PEA evaluates a conceptual expansion beyond the 2024 PFS pit and includes Inferred Mineral Resources. See the 2024 PEA for relevant assumptions, parameters, and risks.
Completion and Return of Proxy
Shareholders are encouraged to vote well in advance of the Meeting in accordance with the instructions the form of proxy or voting instruction form delivered to Shareholders. The deadline for Shareholders to return their completed proxies or voting instruction forms is May 20, 2026, at 10:00 a.m. (Eastern time). Note that Shareholders who hold their shares with a broker, bank or other intermediary may be required to return their voting instruction form in advance of May 20, 2026, at 10:00 a.m. (Eastern time) to be included in the vote.
Non-registered shareholders are also encouraged to contact the proxy department at their broker or other intermediary (where their common shares are held) who can assist them with the voting process. Non-registered shareholders must follow the voting instructions provided by their broker or other intermediary and will need their specific 16-digit control number to vote.
Letter of Transmittal
Concurrent with the mailing of the Circular, Computershare Investor Services Inc., the depositary under the Arrangement (the "Depositary"), will also mail the Letter of Transmittal to registered Shareholders, which will be used by such Shareholders to exchange their certificates representing pre-Arrangement Seabridge common shares ("Old Seabridge Shares") for DRS advices representing post-Arrangement Seabridge common shares ("New Seabridge Shares") or a physical certificate for New Seabridge Shares and DRS advices representing Valor Shares or a physical certificate for Valor Shares, if the Arrangement is completed. Until exchanged, each certificate representing Old Seabridge Shares will, after the Arrangement, represent only the right to receive, upon surrender in accordance with the Letter of Transmittal, New Seabridge Shares and Valor Shares.
Registered Shareholders must deliver to the Depositary: (a) their certificate(s) representing such Old Seabridge Shares, if any, (b) a duly completed Letter of Transmittal, and (c) such other documents as the Depositary may require, in order to receive the certificates or DRS advices representing the New Seabridge Shares and Valor Shares to which they are entitled pursuant to the Arrangement.
DRS Advices or a physical certificate, if so requested, for the New Seabridge Shares of a registered Shareholder and Valor Shares who provides the appropriate documentation described above, will be registered in such name or names and will be delivered to such address or addresses as such holder may direct in the Letter of Transmittal as soon as practicable following the Arrangement and after receipt by the Depositary of all of the required documents.
Where Old Seabridge Shares are evidenced only by a DRS advice, there is no requirement to first obtain a share certificate for those Old Seabridge Shares or deposit with the Depositary any Old Seabridge Share certificate evidencing those Old Seabridge Shares. Only a properly completed and duly executed Letter of Transmittal accompanied by the applicable DRS advice is required to be delivered to the Depositary in order to surrender those Old Seabridge Shares under the Arrangement.
Registered Shareholders are encouraged to complete and return the Letter of Transmittal, together with the certificate(s) representing your common shares of Seabridge and any other required documents and instruments, to the Depositary (at its principal offices in Toronto), in accordance with the instructions set out in the Letter of Transmittal so that if the Arrangement is approved, the consideration for your common shares can be sent to you as soon as possible following the Arrangement becoming effective. The Letter of Transmittal contains other procedural information related to the Arrangement and should be reviewed carefully.
If you hold your common shares through a broker or other person, please contact that broker or other person for instructions and assistance in receiving the new Company shares and Valor shares in exchange for your common shares upon completion of the Arrangement.