Seabridge Gold Announces Closing of Spin-Out of Valor Gold Corp.
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
News Market Reaction – SA
In the Jun 4 session, SA declined 0.73%, reflecting a mild negative market reaction. Argus tracked a trough of -9.5% from its starting point during tracking. Our momentum scanner triggered 2 alerts that day, indicating moderate trading interest and price volatility.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| May 27 | Excellence award | Positive | -1.6% | Recognition for resource and mining excellence tied to KSM project efforts. |
| May 22 | Spin-out approval | Positive | +0.2% | Shareholders overwhelmingly approved the Courageous Lake spin-out into Valor. |
| May 13 | Q1 2026 results | Negative | -5.1% | Reported net loss and detailed spending on mineral interests and working capital. |
| Apr 30 | KSM priority status | Positive | +4.2% | Province designated KSM a priority project, supporting permitting and development. |
| Apr 27 | Spin-out update | Positive | +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.
News-driven moves have mostly aligned with the apparent sentiment of prior announcements, with only one recent divergence on an award-related release.
Over recent months, Seabridge reported several developments, including a KSM provincial priority designation on Apr 30, 2026, Q1 2026 results with a $6.6M net loss, and multiple steps toward the Courageous Lake spin-out into Valor Gold. Shareholders approved the spin-out on May 22, 2026, followed by an award for resource and mining excellence on May 27, 2026. Today’s completion of the Valor spin-out continues this sequence of project-focused and corporate-structure updates.
Key Terms
statutory plan of arrangement regulatory
plan of arrangement regulatory
cusip financial
otcqb financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
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
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
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