Seabridge Gold Spins Off Courageous Lake Project into New Company Valor Gold

SA
December 16, 2025

Seabridge Gold Inc. has created a new, independent company—Valor Gold—to develop its Courageous Lake Gold Project in the Northwest Territories. The spin‑out will allow Valor Gold to concentrate on exploration, engineering and permitting for the project, while Seabridge will focus on its flagship KSM project in British Columbia and other exploration assets.

The Courageous Lake project contains 11.0 million ounces of measured and indicated gold resources and 3.3 million ounces of inferred resources, with proven and probable reserves of 2.8 million ounces. A 2024 preliminary feasibility study values the project at a net present value of $523 million using a 5 % discount rate and a gold price of $1,850 per ounce, and projects an internal rate of return of 20.6 %. The study also estimates an initial capital cost of $747 million, a mine life of 12.6 years, a cash cost of $863 per ounce and an all‑in sustaining cost of $999 per ounce. These figures underscore the project’s strong economic profile and its potential to generate significant cash flow once production commences.

Seabridge will distribute Valor Gold shares to its existing shareholders on a pro‑rated basis. The exact distribution ratio and timing will be disclosed in a subsequent filing. Seabridge’s management will continue to oversee the Courageous Lake operations until a dedicated management team is installed at Valor Gold, at which point Valor will assume full responsibility for the project’s development.

The spin‑out is subject to board approval, shareholder approval, court clearance and regulatory approvals. Seabridge expects to complete the necessary approvals and launch Valor Gold by the first quarter of 2026, at which point the new company will begin its own financing and regulatory process.

Valor Gold will receive initial funding to cover immediate operational needs; the amount and source of this funding will be disclosed in a later announcement. The funding is intended to support early exploration, engineering and permitting activities while the company seeks additional capital to advance the project.

Seabridge’s own financial performance has been modest, with a trailing‑twelve‑month earnings per share of –$0.39 and a negative EPS of $0.37 for the most recent twelve months. Analysts have noted that the company appears overvalued relative to its earnings profile, which adds context to the decision to spin off a high‑grade asset that may be undervalued within the broader portfolio.

The strategic rationale behind the spin‑out is to unlock value for shareholders by separating a high‑grade, open‑pit gold project that has been “overshadowed” by the larger KSM project. By creating Valor Gold, Seabridge can provide investors with clearer exposure to Courageous Lake’s potential, while freeing management to focus resources on advancing KSM and other exploration opportunities.

The move is expected to enhance operational focus, improve capital allocation, and potentially attract investors who are specifically interested in high‑grade gold projects. It also positions Seabridge to pursue a joint‑venture partnership for KSM without the dilution of a large, high‑grade asset in its balance sheet.

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