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

Press Release

Toronto, Ontario–(- 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 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.1 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.

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.

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