Seabridge Gold Reports on Results of Special Meeting of Shareholders

• Event: Shareholders approved a plan of arrangement to spin out the Courageous Lake gold project into Valor Gold Corp.
• Voting Results: 99.76% in favor for the arrangement, 99.18% for the restricted share unit plan.
• Distribution Ratio: Approximately one Valor Share for every 1.957 Seabridge shares held.
• Timeline: Court hearing scheduled May 27, 2026; anticipated completion June 3, 2026; trading begins June 5, 2026.
• Asset Transfer: Seabridge transfers 100% interest in Courageous Lake to Valor Gold Corp.
• Financial Terms: Valor receives C$10 million initial cash ($5.1M subscription + $4.9M advance). Seabridge retains a gold stream right (purchase 10% production at US$4,000/oz if price >US$4,000).
• Trading Status: Old Seabridge shares suspended June 4; New Seabridge and Valor shares trade June 5.

• Expectation vs. Reality: The spin-out terms were disclosed in the Information Circular filed April 27, 2026. Shareholder approval was highly probable given the 99%+ vote threshold typical for such transactions. This news confirms execution of a previously announced plan rather than introducing new value drivers.
• Market Reaction: The price action leading up to May 22 (trading around $41-$45) suggests the market had already priced in the restructuring completion following the April/May rally.
• Risk Context: While positive for unlocking Courageous Lake value, this does not resolve the Material - Negative risk identified in April regarding KSM Mitchell Treaty Tunnels permitting delays due to Tudor Gold litigation. The spin-out separates assets but leaves Seabridge with the core KSM project and its associated legal risks.
• Liquidity: Working capital remains strong at $131.3 million (Q1 2026), bolstered by recent ATM raises, reducing immediate dilution risk for the remaining entity.

• Flagship Project: KSM (Kitsault River) in British Columbia's Golden Triangle. Major undeveloped copper-gold asset with Proven & Probable Reserves of 7.3 billion pounds Copper and 47.3 million ounces Gold.
• Secondary Projects:
  • Courageous Lake (Northwest Territories): High-grade open-pit gold project (2.8M oz P&P reserves) being spun out to Valor Gold Corp.
  • Iskut Project (Snip North): Maiden resource estimate announced April 2026 (9.2M oz Au inferred).
• Development Status: KSM is positioned for a partnership announcement; permitting coordination supported by BC Province priority designation (April 2026). Courageous Lake is transitioning to independent public listing.