Seabridge to hold vote on Courageous spinout in June

Executive Summary

• Seabridge Gold Inc. is proceeding with the spin-out of its 100% interest in the Courageous Lake gold project into a new entity, Valor Gold Corp., via a court-approved plan of arrangement.
• The transaction involves distributing Valor shares to Seabridge shareholders, with a shareholder meeting expected in June 2026 and trading anticipated to commence prior to the end of Q2 2026.
• Valor Gold will be capitalized with $10 million in cash from Seabridge and has appointed Mark J. Ashley as its new CEO and director, leveraging his extensive experience in mining executive leadership.

Key Details

• Transaction Structure: Spin-out of Courageous Lake project into Valor Gold Corp. via a court-approved plan of arrangement under the Canada Business Corporations Act.
• Timeline:
  • Shareholder meeting to approve spin-out expected in June 2026.
  • Share trading in Valor planned to commence prior to the end of Q2 2026, subject to shareholder approval, final court order, and closing.
• Listing Plans: Valor seeks listing on the Toronto Stock Exchange and the OTCQB Venture Market (US); will consider NYSE listing at a later date.
• Capitalization: Valor will spin out with $10 million in cash in its treasury to finance work programs and corporate G&A.
• Legal Counsel: DuMoulin Black appointed as Canadian legal counsel; Dorsey & Whitney appointed as US attorney.
• Management Appointment: Mark J. Ashley appointed as CEO and director of Valor Gold.
  • Ashley has over 40 years of experience, including serving as CEO/Director at LionOre Mining International (acquired by Norilsk Nickel).
• Asset Profile (Courageous Lake):
  • Measured & Indicated Resources: 11.0 million ounces of gold (145.2 million tonnes at 2.36 g/t).
  • Inferred Resources: 3.3 million ounces of gold (40.6 million tonnes at 2.52 g/t).
  • Proven & Probable Reserves: 2.8 million ounces of gold (33.9 million tonnes at 2.6 g/t).
  • Walsh Lake Satellite Deposit: Inferred resource of 4.13 million tonnes at 4.18 g/t containing 555,000 ounces of gold.
• Future Plans: Valor intends to advance a targeted drill program to explore for satellite deposits analogous to Walsh Lake to improve project economics.

Notable Quotes

• Rudi Fronk, Chair and CEO of Seabridge Gold: "Mark has provided valuable advice to Seabridge over the past several years as a consultant. Having worked with him, I have complete confidence in his ability to realize the value inherent in the Courageous Lake asset and lead Valor towards production. Furthermore, he shares our values at Seabridge including sensitivity to first nation relationships, ESG compliance and shareholder transparency."
• Mark J. Ashley, CEO of Valor Gold: "Courageous Lake is a promising gold asset with the potential to develop into one of Canada's largest gold-producing operations. Beyond its substantial existing resource base, the project hosts compelling district-scale exploration upside... Valor's initial focus will be on systematically evaluating the broader regional exploration potential and a drill program is currently being designed to advance this work."