Seabridge Gold Provides Update on Courageous Lake Project Spin-out

Rhea-AI Summary

Seabridge Gold (NYSE: SA) announced an update on its planned spin-out of the Courageous Lake gold project into a new company, Valor Gold. A shareholder meeting to approve the court-approved plan of arrangement is expected in June 2026, with Valor seeking listings on the TSX and OTCQB and potential NYSE listing later. Share trading is planned prior to the end of Q2 2026, subject to approvals and closing. Valor is expected to be funded with C$10 million at spin-out. Courageous Lake hosts 11.0M oz M&I and 3.3M oz inferred gold, plus 2.8M oz proven and probable reserves; Walsh Lake adds ~555k oz inferred.

Positive

• Shareholder meeting expected in June 2026
• Valor to launch with C$10 million treasury
• Measured & Indicated resources: 11.0M oz gold
• Proven & probable reserves: 2.8M oz gold
• Walsh Lake inferred: 555,000 oz gold

Negative

• Spin-out conditional on shareholder, court, and regulatory approvals
• Planned trading before end Q2 2026 remains subject to closing
• 2024 PEA includes Inferred resources considered too speculative

News Market Reaction

-0.88%

77 alerts

-0.88% News Effect

+6.9% Peak in 5 hr 13 min

-$34M Valuation Impact

$3.88B Market Cap

1.4x Rel. Volume

On the day this news was published, SA declined 0.88%, reflecting a mild negative market reaction. Argus tracked a peak move of +6.9% during that session. Our momentum scanner triggered 77 alerts that day, indicating high trading interest and price volatility. This price movement removed approximately $34M from the company's valuation, bringing the market cap to $3.88B at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Spin-out funding: C$10 million M&I gold resource: 11.0 million ounces M&I tonnage/grade: 145.2 million tonnes at 2.36 g/t +5 more

8 metrics

Spin-out funding C$10 million Cash in Valor’s treasury at spin-out to fund work and G&A

M&I gold resource 11.0 million ounces Courageous Lake Measured and Indicated Resources

M&I tonnage/grade 145.2 million tonnes at 2.36 g/t Courageous Lake Measured and Indicated Resources

Inferred gold resource 3.3 million ounces Courageous Lake inferred category resource

Inferred tonnage/grade 40.6 million tonnes at 2.52 g/t Courageous Lake inferred category resource

P&P gold reserves 2.8 million ounces Courageous Lake proven and probable reserves within M&I

P&P tonnage/grade 33.9 million tonnes at 2.6 g/t Courageous Lake proven and probable open-pit reserves

Walsh Lake gold 555,000 ounces Walsh Lake inferred resource, 4.13M tonnes at 4.18 g/t

Market Reality Check

Price: $36.37 Vol: Volume 1,394,858 is 1.23x...

normal vol

$36.37 Last Close

Volume Volume 1,394,858 is 1.23x the 20-day average of 1,137,178, indicating elevated interest. normal

Technical Price at 33.03 sits just under the 52-week high of 33.155 and is trading above the 200-day MA of 19.65, reflecting a strong pre-news uptrend.

Peers on Argus

SA gained 7.03%, outpacing peers. Only CGAU appeared in momentum scans, up about...

1 Up

SA gained 7.03%, outpacing peers. Only CGAU appeared in momentum scans, up about 4.42%, while other gold names in the sector mix modest gains and a decline. With just one peer in momentum and no broad, same-direction move, the reaction appears stock-specific to the Courageous Lake spin-out update.

Historical Context

5 past events · Latest: Dec 18 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 18	Year-end update	Positive	-2.5%	Outlined 2025 work, permitting and Courageous Lake spin-out details.
Dec 16	Spin-out announcement	Positive	+2.4%	Announced formal plan to spin out Courageous Lake into Valor Gold.
Dec 10	Drilling results	Positive	-0.9%	Reported strong Snip North Au-Cu intercepts and larger mineralized footprint.
Nov 20	Analyst update	Neutral	-5.0%	Third-party coverage summarizing cash, financings, shelf and project status.
Nov 19	Safety award	Positive	+3.1%	KSM Mining recognized for health and safety leadership in exploration.

Pattern Detected

Recent news has often been positive but price reactions have been mixed, with several constructive operational updates sold off despite strong project metrics and financing capacity.

Recent Company History

Over the past few months, Seabridge has released a series of project and corporate updates. On Dec 16, 2025, it first detailed plans to spin out Courageous Lake into Valor Gold, highlighting 11.0M oz M&I and robust 2024 PFS economics. Subsequent updates covered year-end project progress, continued Snip North expansion drilling, an analyst coverage update outlining cash, financings and a renewed US$750M base shelf, and a safety award for KSM Mining. Today’s announcement advances the Courageous Lake spin-out structure, timing, funding and leadership.

Market Pulse Summary

This announcement advances the Courageous Lake spin-out by clarifying structure, expected timing, Va...

Analysis

This announcement advances the Courageous Lake spin-out by clarifying structure, expected timing, Valor’s planned listings, and an initial cash treasury of C$10 million. It also reiterates the project’s scale, including 11.0M oz M&I resources and 2.8M oz P&P reserves, plus the higher‑grade Walsh Lake satellite deposit. Historically, Seabridge has issued frequent project and corporate updates, with varied market responses. Investors may watch for shareholder and court approvals, final transaction terms, and how Valor’s exploration plans progress once trading begins.

Key Terms

plan of arrangement, preliminary feasibility study, preliminary economic assessment, ni 43-101, +2 more

6 terms

plan of arrangement regulatory

"distributed to Seabridge shareholders pursuant to a court-approved plan of arrangement"

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.

preliminary feasibility study technical

"Further information regarding the mineral resource and reserve estimates, the Walsh Lake Resource Estimate, the 2024 Preliminary Feasibility Study"

A preliminary feasibility study is an early, focused assessment that tests whether a proposed project, product or process is workable and worth further investment. Like a short trial run that checks key costs, technical hurdles and likely returns, it helps investors gauge how risky the idea is, how much additional study or capital will be needed, and whether to fund, delay or abandon the effort. Results influence timelines, budgets and investor confidence.

preliminary economic assessment technical

"and the 2024 Preliminary Economic Assessment ("2024 PEA") is provided in the technical report"

A preliminary economic assessment is an initial analysis that estimates the potential profitability and feasibility of a project or resource, such as a new mineral deposit or development venture. It provides a rough idea of costs, benefits, and risks, helping investors decide whether to pursue more detailed studies. This early evaluation is important because it offers a snapshot of whether the project is worth further investment and development.

ni 43-101 regulatory

"NI 43-101 Technical Report", with an effective date of January 5, 2024"

A Canadian regulatory standard that sets the rules for how mining and exploration companies must report mineral resources and reserves, requiring technical reports prepared or signed off by an independent, certified expert. It matters to investors because it creates a consistent, transparent “inspection report” for mining projects, making it easier to compare prospects, judge the reliability of claims, and assess geological and financial risk before investing.

inferred mineral resources technical

"includes Inferred Mineral Resources that are considered too speculative geologically"

An inferred mineral resource is an estimate of the quantity and grade of minerals in the ground based on limited sampling and geological information, where confidence is low and continuity is uncertain. For investors it signals potential value but also higher risk—like a rough sketch of a hidden treasure that requires much more exploration and testing before you can reliably judge its size or economic worth.

mineral reserves technical

"Mineral Resources in the 2024 PEA mine plan are not Mineral Reserves"

Mineral reserves are the amounts of a metal or mineral that a company has identified and can legally and economically extract with current technology. Think of it like the usable fuel in a car’s tank rather than all the oil in the ground; reserves determine how long a mine can produce, help estimate future revenue and costs, and shape a company’s value and investment risk.

AI-generated analysis. Not financial advice.

Toronto, Ontario--(Newsfile Corp. - January 21, 2026) - Seabridge Gold Inc. (TSX: SEA) (NYSE: SA) ("Seabridge" or the "Company") provides an update further to its announcement on December 16^th, 2025 regarding the Company's intention to spin out its 100% interest in the Courageous Lake gold project located in the Northwest Territories, Canada.

Seabridge is advancing a structure whereby all the shares in Valor Gold Corp. ("Valor"), the spin-out entity, would be distributed to Seabridge shareholders pursuant to a court-approved plan of arrangement under the Canada Business Corporations Act. At this time, a meeting of Seabridge shareholders to approve the spin-out is expected to be held in June 2026.

Valor will be seeking a listing on the Toronto Stock Exchange (the "TSX") and the OTCQB Venture Market (USA) and will consider seeking a NYSE listing at a later date. Share trading in Valor is planned to commence prior to the end of Q2/26, subject to the receipt of shareholder approval, a final court order and closing of the spin-out transaction.

Seabridge is planning to spin-out Valor with C$10 million of cash in its treasury to fund anticipated work programs and corporate G&A. Seabridge has appointed DuMoulin Black as its Canadian legal counsel and Dorsey & Whitney as its US attorney for the spin-out.

Seabridge is pleased to advise that, subject to the approval of the spin-out by Seabridge shareholders, Mark J. Ashley has agreed to serve as Chief Executive Officer and a director of Valor. Mr. Ashley brings more than 40 years of senior executive and board-level experience building, scaling, and leading publicly listed mining companies across global markets. He has served as CEO and director of multiple mining companies listed on the TSX, ASX, UK, and U.S. exchanges, with a proven track record of value creation through disciplined project development, operational execution, and strategic transactions. Mr. Ashley previously held senior leadership roles at LionOre Mining International in Australia, where as Director and CEO he helped grow the company from a junior miner into a US$6 billion global producer and the world's eighth-largest nickel company, culminating in its acquisition by Norilsk Nickel. His experience spans the full mining lifecycle, from discovery through development and production, with particular depth in gold projects, both open-pit and underground operations. Mr. Ashley is widely regarded for his ability to lead companies through periods of growth, transformation, and capital markets execution.

Rudi Fronk, Seabridge's Chair and CEO, stated: "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 Ashley stated: "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, including multiple targets analogous to the high-grade Walsh Lake discovery. Together, these attributes provide a robust foundation for long-term, value-accretive growth at Valor Gold. 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. While Seabridge's strategic focus on advancing the KSM project has necessarily limited the level of activity at Courageous Lake in recent years, the asset's underlying quality and scale remain unchanged. With a dedicated, knowledgeable, and experienced management team now being assembled, I am confident that the true scale and potential of Courageous Lake will be rapidly demonstrated."

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").

Exploration Potential: Once the spinout is completed, Valor Gold 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.

Further updates, including the appointment of other board members and officers of Valor, will be made on a timely basis.

Readers are cautioned that the reorganization plan described herein is a statement of intention only at this point and there can be no assurance that the proposed spinout will occur, or that it will occur in the manner and timeline described in this press release. Completion of the proposed transaction is subject to a number of conditions, which will include the approval of Seabridge's board of directors and shareholders, court approval and regulatory approvals.

Further information regarding the mineral resource and reserve estimates, the Walsh Lake Resource Estimate, the 2024 Preliminary Feasibility Study ("2024 PFS") and the 2024 Preliminary Economic Assessment ("2024 PEA") is provided in the technical report titled "Courageous Lake Pre-feasibility Study and Preliminary Economic Assessment, NI 43-101 Technical Report", with an effective date of January 5, 2024, filed on February 27, 2024 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.

About Seabridge Gold

Seabridge holds a 100% interest in several North American gold projects. Seabridge's principal asset, the KSM project, and its Iskut projects are located in Northwest British Columbia, Canada's "Golden Triangle", the Courageous Lake project is in Canada's Northwest Territories, the Snowstorm project 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.

The contents of this release have been reviewed and approved by William Threlkeld, P.Geo, Senior Vice President, Exploration of the Company and a qualified person under National Instrument 43-101

Neither the Toronto Stock Exchange, the OTC, nor their Regulation Services Providers accepts 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 Company's intention to spin-out Valor Gold by way of plan of arrangement with the resulting distribution of its shares to Seabridge shareholders; the completion of the steps of the spin-out and the timing of completion of the spin-out, including the anticipated receipt of shareholder, TSX and court approvals; the targeted listing of the shares of Valor Gold on the TSX and OTCQB Venture Market ("OTCQB") and the timing of it, and a potential future listing on NYSE; Valor's planned cash on hand at the time of the spin-out; the estimated amount and grade of mineral reserves and mineral resources at Courageous Lake; the exploration potential of the project and Valor's ability to demonstrate it rapidly; the anticipated focus of Valor Gold post-spin-out being the advancement of Courageous Lake through exploration, engineering and permitting, and a targeted drill program to further explore for satellite deposits analogous to Walsh Lake and which have the potential to materially improve economics; the Company's expectation that Courageous Lake's measured and indicated resources and proven and probable reserves would make one of the highest-grade open pit gold projects in Canada; and the Company's initial financial plans with respect to Valor Gold.

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 spin-out may not occur on the timeline anticipated or at all; the structure of the spin-out is subject to change; the Company does not receive the necessary approvals for the transaction, including shareholder, TSX and court approvals; the shares of Valor Gold may not be listed on the TSX, OTCQB or NYSE on the timeline anticipated or at all; the anticipated exploration focuses of Valor Gold may not be as anticipated; the targeted drill program may not find deposits that materially improve economics as expected; the Company's initial financing plans with respect to Valor Gold may change; 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

 

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/281000

FAQ

When is the Seabridge (SA) shareholder vote on the Courageous Lake spin-out?

A shareholder meeting to approve the spin-out is expected in June 2026.

What listings will Valor Gold pursue after the Seabridge (SA) spin-out?

Valor plans to list on the TSX and OTCQB, with a potential NYSE listing considered later.

How much cash will Valor have at spin-out from Seabridge (SA)?

Valor is planned to be spun out with C$10 million in its treasury to fund programs and G&A.

What are Courageous Lake's reported gold resources and reserves cited by Seabridge (SA)?

Courageous Lake: 11.0M oz M&I and 3.3M oz inferred; proven & probable reserves of 2.8M oz.

When will Valor shares begin trading after the Seabridge (SA) spin-out?

Share trading is planned to commence prior to the end of Q2 2026, subject to approvals and closing.