Seabridge Gold (SA) investors overwhelmingly approve Valor arrangement and equity plan

Rhea-AI Filing Summary

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.

Insights

Corporate actions analyst

Shareholders strongly backed Seabridge’s Valor spin-related arrangement and equity plans.

Shareholders of Seabridge Gold Inc. approved a special arrangement with Valor Gold Corp. under section 192 of the Canada Business Corporations Act. This type of arrangement often restructures ownership by issuing shares in a new or related entity, here Valor, to the company and its shareholders.

The support levels were very high: 99.76% of votes backed the arrangement and 99.18% backed Valor’s restricted and deferred share unit plan. Such margins indicate broad alignment between management and shareholders on this transaction’s direction, though the filing does not detail economic terms or valuation.

Because all resolutions were approved by ballot at the May 22, 2026 special meeting, the company can now proceed along the path set out in the court-supervised CBCA arrangement process, subject to any remaining regulatory or court steps described in other materials.

Key Figures

Arrangement votes for: 62,677,638 votes Arrangement votes against: 151,730 votes Valor plan votes for: 62,317,300 votes +1 more

4 metrics

Arrangement votes for 62,677,638 votes Votes for special resolution on Arrangement with Valor; 99.76% support

Arrangement votes against 151,730 votes Votes against special resolution on Arrangement with Valor; 0.24% of total

Valor plan votes for 62,317,300 votes Votes for ordinary resolution on Valor RSU/DSU plan; 99.18% support

Valor plan votes against 512,069 votes Votes against ordinary resolution on Valor RSU/DSU plan; 0.82% of total

Key Terms

Arrangement, Canada Business Corporations Act, restricted share unit, deferred share unit plan, +2 more

6 terms

Arrangement financial

"A special resolution approving an arrangement (the "Arrangement") under section 192 of the Canada Business Corporations Act"

An arrangement is a formal agreement or structured plan between two or more parties that spells out who will do what, when, and under what conditions for a transaction or ongoing relationship. For investors it matters because arrangements set the practical rules that drive cash flow, ownership, risk and timing—like a blueprint or recipe for how a deal will play out—so understanding them helps predict a company’s future value and potential surprises.

Canada Business Corporations Act regulatory

"an arrangement (the "Arrangement") under section 192 of the Canada Business Corporations Act (the "CBCA")"

A federal Canadian law that sets the rules for forming, running and dissolving corporations incorporated under federal jurisdiction. It covers basic things like how boards and shareholders make decisions, what records must be kept, and rules for mergers and share transfers. Investors care because it defines their legal rights, how companies are governed and how corporate actions (like takeovers or dividend changes) are approved—think of it as the rulebook that shapes how their ownership is protected and how value is created or changed.

restricted share unit financial

"An ordinary resolution approving the proposed restricted share unit and deferred share unit plan of Valor"

A restricted share unit (RSU) is a promise by a company to give an employee a set number of company shares at a future date, typically after meeting time or performance conditions. For investors, RSUs matter because when they convert into actual shares they increase the number of shares outstanding (like unlocking more tickets in a game), which can dilute existing holders, and they align employee incentives with company performance, influencing behavior and long-term value.

deferred share unit plan financial

"approving the proposed restricted share unit and deferred share unit plan of Valor"

A deferred share unit plan is a pay program that gives executives or directors notional company shares today but delays actual payment until a future date, such as retirement or a set vesting time. Like a savings account that converts into cash or stock later, it ties pay to long-term company performance and timing, so investors watch it for its effects on future share dilution, executive incentives, and management’s incentives to grow shareholder value.

special resolution financial

"A special resolution approving an arrangement (the "Arrangement") under section 192 of the Canada Business Corporations Act"

A special resolution is a formal shareholder vote that requires a higher-than-normal majority—typically around three-quarters—to approve major corporate changes, such as altering the company’s governing rules, selling the business, or winding it up. It matters to investors because it signals decisive, potentially value-altering actions that cannot be passed by a simple majority; think of it as needing extra votes to change the rules of a club, so minority interests are harder to override.

ordinary resolution financial

"An ordinary resolution approving the proposed restricted share unit and deferred share unit plan of Valor"

An ordinary resolution is a decision made by shareholders at a company meeting that is approved when more than half of the votes cast are in favor. Think of it like a household vote where a majority decides routine matters — it covers everyday corporate actions such as approving directors, routine policy changes, or distributions, and matters to investors because these majority-approved choices shape governance, management authority, and the company’s near-term direction.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2026

Commission File Number 1-32135

SEABRIDGE GOLD INC.
(Name of Registrant)

106 Front Street East, Suite 400, Toronto, Ontario, Canada M5A 1E1
(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [   ]          Form 40-F [X]

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Seabridge Gold Inc.
	(Registrant)
	By:	/s/ Gregory Martin
	Name:	Gregory Martin
	Title:	Chief Financial Officer
Date: May 22, 2026

EXHIBITS

Exhibit		Description
99.1		Report on Voting Results dated May 22, 2026

REPORT ON VOTING RESULTS

SECTION 11.3 OF NATIONAL INSTRUMENT 51-102
CONTINUOUS DISCLOSURE OBLIGATIONS

The following is a description of the matters voted upon at the Special Meeting of Shareholders of Seabridge Gold Inc., held on May 22, 2026, and the outcome:

1. A special resolution approving an arrangement (the "Arrangement") under section 192 of the Canada Business Corporations Act (the "CBCA") between the Company, its shareholders and Valor Gold Corp. ("Valor"), pursuant to which the Company and the Company's shareholders will receive shares of Valor:

	Number of Votes	Percentage of Votes
Votes For:	62,677,638	99.76%
Votes Against:	151,730	0.24%

2. An ordinary resolution approving the proposed restricted share unit and deferred share unit plan of Valor:

	Number of Votes	Percentage of Votes
Votes For:	62,317,300	99.18%
Votes Against:	512,069	0.82%

All resolutions were approved by ballot.

DATED at Toronto, Ontario on May 22, 2026.

SEABRIDGE GOLD INC.

Per:	(signed) "Rudi Fronk"
	Rudi Fronk
	Chair and Chief Executive Officer

106 Front Street East, Suite 400, Toronto, ON M5A 1E1, Canada
416-367-9292  www.seabridgegold.com

FAQ

What did Seabridge Gold Inc. (SA) shareholders approve at the May 22, 2026 special meeting?

Shareholders approved a special arrangement between Seabridge Gold Inc. and Valor Gold Corp. under the Canada Business Corporations Act. The arrangement provides that Seabridge and its shareholders will receive shares of Valor, advancing a significant corporate restructuring step.

How strong was shareholder support for Seabridge Gold’s arrangement with Valor Gold Corp.?

Support was very strong: 62,677,638 votes, or 99.76%, were cast in favour of the special arrangement. Only 151,730 votes, or 0.24%, were against, indicating near-unanimous backing among participating shareholders.

What equity incentive plan related to Valor Gold Corp. did Seabridge (SA) shareholders approve?

Shareholders approved an ordinary resolution for Valor’s proposed restricted share unit and deferred share unit plan. The vote was 62,317,300 in favour and 512,069 against, meaning 99.18% of votes supported establishing Valor’s new equity-based compensation framework.

When and where was Seabridge Gold Inc.’s special meeting on the Valor arrangement held?

The special meeting of Seabridge Gold Inc. shareholders was held on May 22, 2026, in Toronto, Ontario. At this meeting, investors voted by ballot on the arrangement with Valor Gold Corp. and on Valor’s proposed share unit and deferred share unit plan.

What legal framework governs Seabridge Gold’s arrangement with Valor Gold Corp.?

The arrangement is structured under section 192 of the Canada Business Corporations Act. This statute governs court-supervised corporate arrangements in Canada, allowing Seabridge, its shareholders, and Valor Gold Corp. to complete the share-based transaction within a defined legal process.

Who signed Seabridge Gold Inc.’s report on voting results for the Valor arrangement?

The report on voting results was signed in Toronto by Rudi Fronk as Chair and Chief Executive Officer of Seabridge Gold Inc. This signature confirms the summarized outcomes of the shareholder ballots on the arrangement and Valor’s equity plans.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 5.6 KB