Seabridge Gold Shareholders Overwhelmingly Approve Courageous Lake Spin-Out—Key Dates and What Comes Next

Shareholder Support Nears Unanimity for Valor Spin-Out

More than 99% of Seabridge Gold's (TSX:SA, NYSE:SA) shareholders have approved the company's plan to spin off its 100% interest in the Courageous Lake gold project into a new entity called Valor. Out of 62,829,369 common shares represented at the May 22, 2026 special meeting—equal to 58.51% of Seabridge's total outstanding shares—virtually all votes were cast in favor of the transaction. This overwhelming consensus paves the way for a major restructuring that will see both Seabridge and Valor trading separately on the Toronto Stock Exchange (TSX) and, pending final approvals, on U.S. exchanges.

Key Dates: Final Court Approval and Listing Timeline

The next checkpoint in the process is a scheduled hearing at the British Columbia Supreme Court on May 27, 2026. If the Arrangement receives final court approval and all other closing conditions are met as expected, the transaction will complete around June 3, 2026. Most notably, ordinary Seabridge shares ("Old Seabridge Shares") would be suspended from trading after the market closes on June 4, replaced at the following day’s open by “New Seabridge Shares” under a new identifier. Valor shares are expected to begin trading on TSX simultaneously with the new Seabridge shares on June 5, 2026. Listing on the U.S. OTCQB market will be announced once finalized.

Distribution Details and What Shareholders Receive

Shareholders will receive about one Valor share for every 1.96 Seabridge shares held, based on 55 million Valor shares distributed against roughly 107.6 million outstanding Seabridge shares. The mechanism for receiving new shares depends on whether shares are held through a broker or directly registered. Non-registered holders will see shares exchanged automatically, while registered holders must submit paperwork as detailed in the company’s information circular and the official release.

What’s Behind the Move? Strategic Focus, Opportunities, and Cautions

This spin-off is intended to unlock value for shareholders by allowing Valor to focus exclusively on developing the Courageous Lake Project in Canada’s Northwest Territories, while Seabridge retains its flagship KSM and other advanced gold projects. The move also provides investors with direct exposure to the new resource’s growth story.

However, as noted in Seabridge’s forward-looking statements, the spin-out’s success depends on regulatory and court approvals and successful new listings. Any delay or change in listing terms could affect the timing and value proposition for existing holders. Investors should also note potential risks around project development and market conditions—these are common with early-stage resource opportunities.

Bottom Line: Major Restructuring Sets Up New Trading Opportunities

With near-unanimous shareholder approval and clear pathways for Valor’s listing, the stage is set for investors to watch June’s key milestones. For those holding Seabridge shares, understanding the share exchange process and closely monitoring court decisions and listing announcements will be critical in navigating the transition. As with all corporate restructurings, careful attention to deadlines and official communications will help ensure a smooth path through the coming spin-out.

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