Seabridge Gold Announces Closing of Spin-Out of Valor Gold Corp.

Seabridge Gold (NYSE:SA) closed the spin-out of Valor Gold, effective June 3, 2026.

Rhea-AI Summary

Seabridge Gold (NYSE:SA) closed the spin-out of Valor Gold, effective June 3, 2026. The Courageous Lake project has been transferred to Valor.

Each old Seabridge share is exchanged for one new Seabridge share and about 0.511 Valor shares (1 Valor per ~1.957 Seabridge). 55,000,000 Valor shares are outstanding.

Old Seabridge shares are expected to stop trading after June 4, 2026, with new Seabridge shares and Valor shares starting TSX/NYSE trading on June 5, 2026.

Positive

• Spin-out of Courageous Lake project into separately listed Valor Gold
• Shareholders receive one new Seabridge share for each old share held
• Shareholders receive approximately 0.511 Valor shares per Seabridge share
• 55,000,000 Valor shares outstanding after completion of the arrangement
• Valor shares expected to list on TSX as VGC on June 5, 2026
• New Seabridge shares continue TSX symbol SEA and NYSE symbol SA

Negative

• Old Seabridge shares expected to be suspended from TSX and NYSE after June 4, 2026
• Timing of Valor listing on OTCQB remains subject to separate approval and announcement

Argus Jun 4 session

-0.73% close to close Open Argus

Details

News Market Reaction – SA

On Jun 4, the first trading day after this news, SA closed 0.73% below the previous close.

Data tracked by StockTitan Argus for the Jun 4 session.

Key Figures

Valor share ratio: 1 Valor share per ~1.957 Seabridge shares Valor shares issued: 55,000,000 shares Effective Time: 12:01 a.m. (Vancouver time) +5 more

Valor share ratio

1 Valor share per ~1.957 Seabridge shares

Distribution ratio under Plan of Arrangement

Valor shares issued

55,000,000 shares

Valor Shares outstanding after Arrangement

Effective Time

12:01 a.m. (Vancouver time)

Effective Time of Arrangement on June 3, 2026

Effective Date

June 3, 2026

Date Plan of Arrangement became effective

Old shares suspend date

June 4, 2026

Old Seabridge Shares expected suspension from TSX and NYSE

New shares trading date

June 5, 2026

New Seabridge and Valor Shares expected TSX/NYSE listing

New Seabridge CUSIP

811927102

CUSIP for New Seabridge Shares

Valor CUSIP

919921106

CUSIP for Valor Shares on TSX

Historical Context

5 past events · Latest: May 27

5 events

1. May 27

   Excellence award

   24h Move

   -1.6%

   Recognition for resource and mining excellence tied to KSM project efforts.

2. May 22

   Spin-out approval

   24h Move

   +0.2%

   Shareholders overwhelmingly approved the Courageous Lake spin-out into Valor.

3. May 13

   Q1 2026 results

   24h Move

   -5.1%

   Reported net loss and detailed spending on mineral interests and working capital.

4. Apr 30

   KSM priority status

   24h Move

   +4.2%

   Province designated KSM a priority project, supporting permitting and development.

5. Apr 27

   Spin-out update

   24h Move

   +0.3%

   Provided details on proposed Valor spin-out, cash funding and gold stream terms.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

statutory plan of arrangement, plan of arrangement, cusip, otcqb

4 terms

statutory plan of arrangement regulatory

"closed its previously announced spin-out transaction of Valor Gold Corp. ("Valor") by way of a statutory plan of arrangement"

A statutory plan of arrangement is a formal, court‑approved legal process companies use to reorganize, merge, buy or change the rights of shareholders and creditors. Think of it like a referee‑backed roadmap that stakeholders vote on and a judge signs off so the deal can bind everyone, even those who disagree; investors care because it can change ownership, share value, voting rights and timelines for receiving cash or new securities.

plan of arrangement regulatory

"by way of a statutory plan of arrangement (the "Plan of Arrangement") under the Canada Business Corporation Act"

A plan of arrangement is a formal, court-approved agreement that reorganizes ownership or assets of a company—such as merging businesses, exchanging shares for cash or other securities, or splitting off parts of the company. Investors should care because it can change the value, number, and rights of their holdings and is often binding once approved by both shareholders and a court, offering more legal certainty than a simple vote. Think of it as a legally supervised recipe for how a company will be reshaped and who ends up with what.

cusip financial

"New Seabridge Shares will be listed for trading under the new CUSIP 811927102 on TSX and NYSE"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

View in glossary

otcqb financial

"timing of the commencement of trading of the Valor Shares on the OTCQB will be announced"

OTCQB is a tier of the over‑the‑counter (OTC) market where smaller or developing companies list their shares for trading without being on a major stock exchange. Think of it like a well‑kept side street market: companies must meet basic reporting and transparency checks so investors get more information than the lowest OTC tier, but trading is usually less liquid and riskier than on big exchanges. Investors care because OTCQB listings can offer early access to growth stories but come with higher price swings and greater chance of limited resale options.

View in glossary

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Toronto, Ontario--(Newsfile Corp. - June 3, 2026) - Seabridge Gold Inc. (TSX: SEA) (NYSE: SA) ("Seabridge" or the "Company") is pleased to announce that it has closed its previously announced spin-out transaction of Valor Gold Corp. ("Valor") by way of a statutory plan of arrangement (the "Plan of Arrangement") under the Canada Business Corporation Act (the "Arrangement") effective at 12:01 a.m. (Vancouver time) (the "Effective Time") on June 3, 2026 (the "Effective Date").

Pursuant to the Arrangement, Seabridge has transferred its 100% interest in the Courageous Lake gold project (the "Courageous Lake Project") located in the Northwest Territories, Canada to Valor and each share of Seabridge (the "Old Seabridge Shares") outstanding as at the close of business on the business day prior to the Effective Date, being June 2, 2026, will be exchanged for (a) one new Seabridge share (a "New Seabridge Share") for every Old Seabridge Share held, and (b) one common share of Valor (a "Valor Share") for every approximately 1.957 Seabridge shares held.¹ After giving effect to the Arrangement, there are 55,000,000 Valor Shares issued and outstanding.

The Company received the final order in respect of the Arrangement from the Supreme Court of British Columbia on May 27, 2026.

The terms of the Arrangement, including the procedures to be followed by shareholders of Seabridge ("Shareholders") in order to receive the New Seabridge Shares and Valor Shares they are entitled to receive pursuant to the Arrangement, are further described in the Company's news release dated May 22, 2026, in a "Frequently Asked Questions" page on the Company's website, and in the Company's management information circular dated March 30, 2026 (the "Circular") available on Seabridge's website and under its profile on SEDAR+ at www.sedarplus.ca.

It is anticipated that the Old Seabridge Shares will be suspended from trading on the Toronto Stock Exchange ("TSX") and the New York Stock Exchange ("NYSE") as at close of trading on June 4, 2026, and the New Seabridge Shares will be listed for trading under the new CUSIP 811927102 on TSX and NYSE as at the open of trading on June 5, 2026. The ticker symbol for the New Seabridge Shares will continue to be "SEA" on TSX and "SA" on NYSE.

It is similarly expected that the Valor Shares will be listed for trading on TSX under the symbol "VGC" as at the open of trading on June 5, 2026 under the CUSIP 919921106. The timing of the commencement of trading of the Valor Shares on the OTCQB will be announced in a separate news release by Valor once formal approval is received from the OTCQB.

About Seabridge Gold

Seabridge holds a 100% interest in several North American gold projects. Seabridge's principal asset, the KSM project, and its Bronson Corridor projects are located in Northwest British Columbia, Canada's "Golden Triangle". Its Snowstorm project is in the Getchell Gold Belt of Northern Nevada and the 3 Aces project is in the Yukon Territory. For a full breakdown of Seabridge's Mineral Reserves and Mineral Resources by category please visit Seabridge's website at http://www.seabridgegold.com.

Neither the Toronto Stock Exchange, the New York Stock Exchange, the OTC Markets, nor their Regulation Services Providers accept responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This document contains "forward-looking information" within the meaning of Canadian securities legislation and "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. This information and these statements referred to herein as "forward-looking statements" are made as of the date of this document. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, interpretations, expectations or beliefs regarding future events and include, but are not limited to, statements with respect to: the anticipated receipt of OTCQB approval for the quotation of the Valor Shares on the OTCQB; the targeted listing of the New Seabridge Shares on the TSX and the NYSE, and the targeted listing and quotation of the Valor Shares on the TSX and OTCQB, respectively, and the timing thereof; and the anticipated focus of Valor post-spin-out being the advancement of the Courageous Lake Project.

All forward-looking statements are based on Seabridge's or its consultants' current beliefs as well as various assumptions made by them and information currently available to them. Although management considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect.

Forward-looking statements involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Seabridge's plans or expectations include the risk that: the Valor Shares may not be listed on the TSX or quoted on the OTCQB on the timeline anticipated or at all; the anticipated exploration focuses of Valor may not be as anticipated; changes occur in the underlying facts used to calculate a resource or reserve estimate or the geologic characteristics of the project that make declaration of a mineral resource or mineral reserve problematic; and other risks outlined in statements made by Seabridge from time to time in the filings made by Seabridge with securities regulators. Seabridge disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as otherwise required by applicable securities legislation.

We caution readers not to place undue reliance on these forward-looking statements as a number of important factors could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates assumptions and intentions expressed in such forward-looking statements.

	ON BEHALF OF THE BOARD "Rudi Fronk"  Chair & C.E.O.
For further information please contact:  Rudi P. Fronk, Chair and C.E.O. Tel: (416) 367-9292 Email: info@seabridgegold.com

---

¹ Based on 107,622,939 common shares of Seabridge issued and outstanding as at the close of business on June 2, 2026.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/300017

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Seabridge Gold (NYSE:SA) announce about the Valor Gold spin-out on June 3, 2026?

Seabridge Gold announced the closing of its spin-out of Valor Gold, effective June 3, 2026. According to Seabridge, the Courageous Lake project was transferred to Valor under a court-approved plan of arrangement under the Canada Business Corporation Act.

How many Valor Gold (VGC) shares did Seabridge shareholders receive in the June 2026 spin-out?

Seabridge shareholders received one Valor share for approximately every 1.957 Seabridge shares held. According to Seabridge, this equates to about 0.511 Valor shares per Seabridge share, resulting in 55,000,000 Valor shares outstanding after the arrangement.

What is the exchange ratio for new Seabridge shares in the June 2026 Valor Gold spin-out?

Each old Seabridge share was exchanged for one new Seabridge share. According to Seabridge, shareholders also received one Valor share for about every 1.957 Seabridge shares, so investors keep full Seabridge exposure plus a new stake in Valor Gold.

When will the new Seabridge (SA) and Valor Gold (VGC) shares start trading after the spin-out?

New Seabridge shares and Valor Gold shares are expected to begin TSX trading on June 5, 2026. According to Seabridge, the new Seabridge shares keep symbols SEA on TSX and SA on NYSE, while Valor will trade on TSX as VGC.

What happens to trading of the old Seabridge Gold (SA) shares after the Valor spin-out?

Old Seabridge shares are anticipated to be suspended from TSX and NYSE at the close of trading on June 4, 2026. According to Seabridge, trading will then continue in new Seabridge shares under a new CUSIP from June 5, 2026.

On which exchanges will Valor Gold trade following its spin-out from Seabridge (SA)?

Valor Gold shares are expected to list on the TSX under the symbol VGC on June 5, 2026. According to Seabridge, Valor also plans to trade on the OTCQB, with timing to be announced after formal approval.