Seabridge SEC Filings

Seabridge Gold Inc. ownership update: Kopernik Global Investors, LLC and David B. Iben report aggregate beneficial ownership of 11,044,218 Common Shares, representing 10.26% of common shares outstanding. Shares outstanding were 107,622,939 as of May 29, 2026. The filing states shared voting power of 10,664,462 and shared dispositive power of 11,044,218. The stake is held on behalf of investment advisory clients; no single client is reported as holding more than 5%.

Seabridge Gold Inc. has completed the spin-out of Valor Gold Corp., separating its 100% interest in the Courageous Lake gold project into a new company. Under a court-approved plan of arrangement effective June 3, 2026, each old Seabridge share was exchanged for one new Seabridge share and approximately one Valor share for every 1.957 Seabridge shares held.

After the transaction, 55,000,000 Valor shares are issued and outstanding, and Seabridge shareholders now also own Valor directly. Old Seabridge shares are expected to be suspended from trading on the TSX and NYSE as of the close on June 4, 2026, with new Seabridge shares trading under the same SEA and SA symbols and a new CUSIP from the open on June 5, 2026. Valor shares are expected to begin trading on the TSX on June 5, 2026 under the symbol VGC.

Seabridge Gold Inc. reported that it received the Resource and Mining Excellence Award from the Smithers District Chamber of Commerce at the 2026 Community and Business Awards in British Columbia. The honor recognizes its contributions to the regional resource and mining sector through innovation, sustainability, and leadership.

The company highlighted its work on the KSM Project, emphasizing responsible exploration, engineering, environmental assessment, and permitting designed to deliver long-term economic benefits while maintaining high environmental and social standards. Seabridge noted that the KSM Project has invested over $1.2 billion to date, underlining its commitment to local community development and its role in supplying critical minerals.

Seabridge Gold Inc. shareholders overwhelmingly approved a special arrangement with Valor Gold Corp., with 62,677,638 votes or 99.76% cast in favour of the transaction. The arrangement under the Canada Business Corporations Act provides that Seabridge and its shareholders will receive shares of Valor.

Shareholders also passed an ordinary resolution approving Valor’s proposed restricted share unit and deferred share unit plan, with 62,317,300 votes or 99.18% in favour. All resolutions were approved by ballot at a special meeting held on May 22, 2026 in Toronto.

Seabridge Gold reported that shareholders overwhelmingly approved the spin-out of its Courageous Lake gold project into a new company, Valor Gold Corp. A special resolution authorizing the plan of arrangement under the CBCA received 62,677,638 votes for and 151,730 against, representing 99.76% support. In total, 62,829,369 common shares were voted, or 58.51% of shares outstanding on the record date.

Under the arrangement, Seabridge will transfer its 100% interest in Courageous Lake into Valor and distribute 55,000,000 Valor shares to Seabridge shareholders on the basis of approximately 1 Valor share for every 1.957 Seabridge shares, based on 107,622,939 Seabridge shares outstanding. Completion remains subject to a final court order, regulatory approvals and other conditions, with implementation targeted on or about June 3, 2026, and trading of new Seabridge and Valor shares on the TSX (and Seabridge on NYSE) anticipated to begin shortly thereafter.

Seabridge Gold Inc. has furnished a Form 6-K that circulates its 2026 Management Proxy Circular, setting the agenda for the upcoming annual general meeting, director elections and advisory Say-on-Pay vote on executive compensation. The Circular highlights strong 2025 share performance, with the share price up 148.1% versus a 142.7% gain for the S&P/TSX Global Gold Index. It details a diverse 10‑member board slate in which women represent 40% of all directors and 38% of independent directors, and 10% of the board is Indigenous Canadian. The filing also notes the retirement of long‑serving CFO Chris Reynolds and the appointment of Greg Martin as the new CFO, outlines auditor reappointment with 2025 audit fees of $1,171,500, and provides extensive disclosure on ESG strategy, Indigenous economic participation, enterprise risk management, cybersecurity and a wide suite of governance policies including Say‑on‑Pay, equity ownership, clawback and anti‑hedging rules.

Seabridge Gold Inc. filed its Q1 2026 interim financial statements, Management's Discussion and Analysis, and a shareholder report for the three months ended March 31, 2026. The company reported a net loss of $6.6 million, or $0.06 per share, compared with a net profit of $10.6 million, or $0.11 per share, in Q1 2025, mainly due to non-cash revaluation movements on secured notes and higher corporate costs, partly offset by a revaluation gain on its Paramount Gold investment.

Seabridge invested $22.3 million in mineral interests, property and equipment in Q1 2026, up from $14.3 million a year earlier, reflecting increased activity at the KSM Project. Working capital improved to $131.3 million as of March 31, 2026 from $109.8 million at December 31, 2025, supported by $35.8 million raised, net of fees, through an at-the-market (ATM) equity program.

Recent highlights include 2026 corporate objectives set by the board, positioning KSM for a partnership announcement, an updated KSM mineral resource using metal prices aligned with many Tier 1 mining companies, a maiden mineral resource at the Snip North deposit, scheduling a meeting to approve a Courageous Lake spin-out, and an update on the legal status of the Mitchell Treaty Tunnels.

Seabridge Gold Inc. reported a net loss of $6.6 million for the three months ended March 31, 2026, compared with net income of $10.6 million a year earlier, or a loss of $0.06 per share versus earnings of $0.11 per share.

Total comprehensive income was $31.3 million, driven mainly by a $51.3 million other comprehensive gain on secured notes and a $7.3 million gain from remeasuring its Paramount investment. Cash and cash equivalents rose to $126.9 million, and management reports working capital of $133.0 million.

The company advanced its flagship KSM Project, publishing an updated mineral resource estimate totaling 95.5 million ounces of gold and 21.1 billion pounds of copper in measured and indicated resources, plus 84.4 million ounces of gold and 42.7 billion pounds of copper inferred. It also progressed a planned spin-out of the Courageous Lake project into Valor Gold Corp. and exhausted its US$100 million At-The-Market equity program, issuing 759,222 shares for $35.8 million net.

Seabridge Gold Inc. reported that the Province of British Columbia has designated its KSM Project as a provincial priority project. This status is intended to advance strategic, job-creating developments and gives KSM dedicated provincial permitting coordination, which is expected to streamline and expedite permitting timelines.

The KSM Project is described as one of the world’s largest undeveloped copper-gold projects, with proven and probable reserves of 7.3 billion pounds of copper and 47.3 million ounces of gold, based on 2.29 billion tonnes grading 0.64 grams per tonne gold and 0.14% copper. The Province’s decision is linked to KSM’s scale, long-term economic potential, and alignment with the Look West strategy.