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Seabridge Gold (NYSE: SA) spins out Valor Gold and lists new shares

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(Neutral)
Filing Sentiment
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Form Type
6-K

Rhea-AI Filing Summary

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.

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Insights

Seabridge completes a structural spin-out of Courageous Lake into new issuer Valor.

Seabridge Gold has moved its Courageous Lake project into newly listed Valor Gold via a statutory plan of arrangement. Shareholders keep economic exposure to Seabridge while also receiving Valor shares, reflecting a separation of assets rather than a cash transaction.

The spin-out leaves Seabridge focused on its remaining portfolio, including the KSM project, while Valor is expected to focus on advancing Courageous Lake. Actual value impact depends on market pricing of the new Valor shares and the performance of both companies following their June 2026 listing milestones.

Valor shares outstanding post-spin 55,000,000 shares Valor shares issued and outstanding after the Arrangement
Seabridge share base used for ratio 107,622,939 shares Seabridge common shares outstanding as of June 2, 2026
Spin-out share ratio 1 Valor share / ~1.957 Seabridge shares Exchange ratio for Valor distribution to Seabridge shareholders
Spin-out effective time 12:01 a.m. Effective time (Vancouver time) on June 3, 2026
Shareholder approval date May 22, 2026 Date Seabridge shareholders approved the Arrangement
Court final order date May 27, 2026 Supreme Court of British Columbia final order for Arrangement
New trading start date June 5, 2026 Expected start of trading for new Seabridge and Valor shares on TSX/NYSE
spin-out transaction financial
"closed its previously announced spin-out transaction of Valor Gold Corp."
A spin-out transaction is when a company separates a division, asset or business line into a newly independent company and gives or sells ownership to existing shareholders or outside buyers. Investors watch spin-outs because they can reveal the true value of the separated business, change the risk and growth profile of both entities, and affect ownership stakes and potential returns—think of it like splitting a multi‑ingredient dish into two focused plates so each can be judged on its own merits.
statutory plan of arrangement regulatory
"by way of a statutory plan of arrangement under the Canada Business Corporation Act"
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.
reporting issuer regulatory
"Seabridge continues to be a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Nova Scotia and Yukon."
A reporting issuer is a company or investment fund legally required to provide regular, public financial and corporate updates to securities regulators and investors. For investors it matters because those routine filings act like a business’s recurring health reports—offering consistent, official information to assess performance, risks and value so people can make informed buy, sell or compare decisions.
forward-looking statements regulatory
"This document contains "forward-looking information" ... and "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
plan of arrangement regulatory
"completed a "spin-out" transaction (the "Arrangement") by way of a court-approved statutory 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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Seabridge Gold (SA) announce in this Form 6-K?
Seabridge Gold announced it closed the spin-out of Valor Gold Corp. via a court-approved plan of arrangement. The Courageous Lake project moved into Valor, and Seabridge shareholders received new Seabridge shares plus Valor shares based on their existing holdings.

How many Valor Gold shares exist after the Seabridge spin-out?
After the spin-out, there are 55,000,000 Valor Gold shares issued and outstanding. These shares were distributed pro rata to Seabridge shareholders and are now held directly by them, with Valor becoming a separate reporting issuer in several Canadian provinces.

What do Seabridge (SA) shareholders receive from the Valor spin-out?
Each Seabridge shareholder receives one new Seabridge share for each old share plus Valor shares. The ratio is approximately one Valor share for every 1.957 Seabridge shares held, giving investors direct ownership in both Seabridge and the spun-out Courageous Lake-focused company.

When will new Seabridge and Valor shares start trading after the spin-out?
Old Seabridge shares are expected to be suspended after trading closes on June 4, 2026. New Seabridge shares and Valor shares are expected to begin trading on June 5, 2026, with Seabridge keeping symbols SEA and SA and Valor listed on TSX as VGC.

What happens to Seabridge’s Courageous Lake project after the transaction?
The Courageous Lake gold project is transferred to Valor Gold Corp. as part of the arrangement. Valor is expected to focus on advancing this project, while Seabridge continues to hold and develop its remaining North American gold assets, including the KSM project.

Did Seabridge Gold (SA) remain a reporting issuer after the Valor spin-out?
Yes, Seabridge remains a reporting issuer in multiple Canadian provinces after the spin-out. Valor also becomes a reporting issuer in those same jurisdictions, and no party ceased to be a reporting issuer as a result of the arrangement.

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 June 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: June 3, 2026    

EXHIBITS

Exhibit   Description
     
99.1   News Release dated June 3, 2026
99.2   Notice of Change in Corporate Structure

News Release

Trading Symbols: TSX: SEA For Immediate Release
  NYSE: SA June 3, 2026

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

Toronto, Ontario - 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.0F0F1 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.

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

106 Front Street East, Suite 400, Toronto, ON M5A 1E1, Canada

416-367-9292   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

 

NOTICE OF CHANGE IN CORPORATE STRUCTURE
(Pursuant to section 4.9 of NI 51-102)

1. Names of the Parties to the Transaction

Seabridge Gold Inc. ("Seabridge") and Valor Gold Corp. ("Valor")

2. Description of the Transaction

Effective as of 12:01 (Vancouver Time) (the "Effective Time") on June 3, 2026 (the "Effective Date"), Seabridge and Valor completed a "spin-out" transaction (the "Arrangement") by way of a court-approved statutory plan of arrangement under the Canada Business Corporations Act (the "Plan of Arrangement"), whereby Seabridge's wholly-owned subsidiary, Seabridge Gold (NWT) Inc. ("SNWT"), which owns the Courageous Lake project located in the Northwest Territories (the "Property"), was spun-out to Valor.

Pursuant to the Plan of Arrangement, among other things:

(a) the share capital of Seabridge was reorganized by (i) renaming and redesignating all of the issued and unissued common shares of Seabridge ("Seabridge Shares") as "Class A common shares without par value" and amending the rights and restrictions attached to those shares to provide the holders thereof with two (2) votes in respect of each share held, being the "Seabridge Class A Shares"; and (i) creating a new class consisting of an unlimited number of "common shares without par value" with terms and rights and restrictions identical to those of the Seabridge Shares immediately prior to the Effective Time, being the "New Seabridge Shares";

(b) (i) each issued and outstanding Seabridge Class A Share outstanding as at the close of business on the day prior to the Effective Date held by a shareholder of Seabridge (a "Seabridge Shareholder") was exchanged for: (A) one New Seabridge Share; and (B) that number or fraction of common shares of Valor ("Valor Shares") equal to such Seabridge Shareholder's pro rata portion of the 55,000,000 Valor Shares held by Seabridge as at the close of business on the day prior to the Effective Date divided by the number of Seabridge Class A Shares held by such Seabridge Shareholder immediately before the exchange described in this paragraph; (ii) the holders of the Seabridge Class A Shares were removed from the central securities register of Seabridge as the holders of such Seabridge Class A Shares and were added to the central securities register of Seabridge as the holders of the number of New Seabridge Shares that they received, and (iii) the Valor Shares transferred to the then holders of the Seabridge Class A Shares were registered in the name of the former holders of the Seabridge Class A Shares; and

(c) all of the issued Seabridge Class A Shares were cancelled.

As a result of the Arrangement, Valor ceased to be a wholly-owned subsidiary of Seabridge, and Seabridge Shareholders became shareholders of Valor.

- 2 -

The Arrangement was approved by Seabridge shareholders on May 22, 2026, and Seabridge obtained the final order with respect to the Plan of Arrangement from the Supreme Court of British Columbia on May 27, 2026.

3. Effective Date of Transaction

June 3, 2026.

4. Name of Each Party that Ceased to be a Reporting Issuer after the Transaction and of each Continuing Entity

Seabridge continues to be a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Nova Scotia and Yukon. As a result of the Arrangement, Valor became a reporting issuer in each of the foregoing provinces. No party ceased to be a reporting issuer as a result of the Arrangement.

5. Date of the reporting issuer's first financial year-end subsequent to the transaction

December 31, 2026.

6. Periods, including comparative periods, if any, of the interim and annual financial statements required to be filed for the reporting issuer's first financial year subsequent to the transaction

  • unaudited interim financial statements of Seabridge for the six month period ended June 30, 2026 and 2025;

  • unaudited interim financial statements of Seabridge for the nine month period ended September 30, 2026 and 2025; and

  • audited annual financial statements of Seabridge for the year ended December 31, 2026 and 2025.

7. Documents filed under National Instrument 51-102 that described the Transaction

The following documents describing the Arrangement were filed on SEDAR+ and are available on www.sedarplus.ca under the profile for the Seabridge:

(a) news release of Seabridge dated December 16, 2025 announcing Seabridge's intention to complete the Arrangement;

(b) news release of Seabridge dated December 18, 2025 announcing an update on the Arrangement;

(c) news release of Seabridge dated January 21, 2026 announcing an update on the Arrangement;

- 3 -

(d) notice of meeting and information circular of Seabridge dated March 30, 2026 (the "Circular") for the special meeting of Seabridge held on May 22, 2026;

(e) news release dated April 27, 2026 announcing the Arrangement and the execution of an arrangement agreement between Seabridge and Valor, providing an update on the Arrangement and the meeting pursuant to which the Arrangement would be approved by Seabridge shareholders, and announcing the filing of the Circular;

(f) news release of Seabridge dated May 22, 2026 announcing the receipt of shareholder approval of the Arrangement; and

(g) news release of Seabridge dated June 3, 2026 announcing closing of the Arrangement.

DATED this 3rd day of June, 2026.

Source: View Original Filing on SEC EDGAR

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