Mr. Rudi Fronk reports

SEABRIDGE GOLD PROVIDES UPDATE ON COURAGEOUS LAKE PROJECT SPIN-OUT

Seabridge Gold Inc. has provided an update further to its announcement on Dec. 16, 2025, regarding the company's intention to spin out its 100-per-cent interest in the Courageous Lake gold project located in the Northwest Territories, Canada.

Seabridge is advancing a structure whereby all the shares in Valor Gold Corp., the spinout entity, would be distributed to Seabridge shareholders pursuant to a court-approved plan of arrangement under the Canada Business Corporations Act. At this time, a meeting of Seabridge shareholders to approve the spinout is expected to be held in June, 2026.

Valor will be seeking a listing on the Toronto Stock Exchange and the OTCQB Venture Market (United States) and will consider seeking a New York Stock Exchange listing at a later date. Share trading in Valor is planned to commence prior to the end of Q2 2026, subject to the receipt of shareholder approval, a final court order and closing of the spinout transaction.

Seabridge is planning to spinout Valor with $10-million of cash in its treasury to finance anticipated work programs and corporate G&A. Seabridge has appointed DuMoulin Black as its Canadian legal counsel and Dorsey & Whitney as its United States attorney for the spinout.

Seabridge is pleased to advise that, subject to the approval of the spinout by Seabridge shareholders, Mark J. Ashley has agreed to serve as chief executive officer and a director of Valor. Mr. Ashley brings more than 40 years of senior executive and board-level experience building, scaling and leading publicly listed mining companies across global markets. He has served as CEO and director of multiple mining companies listed on the Toronto Stock Exchange, Australian Securities Exchange, United Kingdom and United States exchanges, with a proven record of value creation through disciplined project development, operational execution and strategic transactions. Mr. Ashley previously held senior leadership roles at LionOre Mining International in Australia, where as director and CEO he helped grow the company from a junior miner into a $6-billion (U.S.) global producer and the world's eighth-largest nickel company, culminating in its acquisition by Norilsk Nickel. His experience spans the full mining life cycle, from discovery through development and production, with particular depth in gold projects, both open-pit and underground operations. Mr. Ashley is widely regarded for his ability to lead companies through periods of growth, transformation and capital markets execution.

Rudi Fronk, Seabridge's chair and chief executive officer, stated: "Mark has provided valuable advice to Seabridge over the past several years as a consultant. Having worked with him, I have complete confidence in his ability to realize the value inherent in the Courageous Lake asset and lead Valor towards production. Furthermore, he shares our values at Seabridge including sensitivity to first nation relationships, ESG compliance and shareholder transparency."

Mr. Ashley stated: "Courageous Lake is a promising gold asset with the potential to develop into one of Canada's largest gold-producing operations. Beyond its substantial existing resource base, the project hosts compelling district-scale exploration upside, including multiple targets analogous to the high-grade Walsh Lake discovery. Together, these attributes provide a robust foundation for long-term, value-accretive growth at Valor Gold. Valor's initial focus will be on systematically evaluating the broader regional exploration potential and a drill program is currently being designed to advance this work. While Seabridge's strategic focus on advancing the KSM project has necessarily limited the level of activity at Courageous Lake in recent years, the asset's underlying quality and scale remain unchanged. With a dedicated, knowledgeable and experienced management team now being assembled, I am confident that the true scale and potential of Courageous Lake will be rapidly demonstrated."

Courageous Lake is one of Canada's largest undeveloped gold projects with total contained gold inventory, comprising measured and indicated resources, of 11.0 million ounces of gold (145.2 million tonnes at an average grade of 2.36 grams per tonne (g/t), plus an additional 3.3 million ounces of gold in the inferred category (40.6 million tonnes at 2.52 g/t). The reported measured and indicated resources incorporate 2.8 million ounces of proven and probable reserves (33.9 million tonnes at 2.6 g/t) which would make it one of the highest-grade open pit gold projects in Canada. In addition to the above stated resources, the project also hosts a satellite deposit (Walsh Lake) that has an inferred resource of 4.13 million tonnes at 4.18 g/t containing 555,000 ounces of gold.

Exploration potential: Once the spinout is completed, Valor Gold intends to advance a targeted drill program to further explore for satellite deposits analogous to Walsh Lake and which have the potential to improve project economics.

Further updates, including the appointment of other board members and officers of Valor, will be made on a timely basis.

Readers are cautioned that the reorganization plan described herein is a statement of intention only at this point and there can be no assurance that the proposed spinout will occur, or that it will occur in the manner and timeline described in this press release. Completion of the proposed transaction is subject to a number of conditions, which will include the approval of Seabridge's board of directors and shareholders, court approval, and regulatory approvals.

Further information regarding the mineral resource and reserve estimates, the Walsh Lake resource estimate, the 2024 preliminary feasibility study (2024 PFS) and the 2024 preliminary economic assessment (2024 PEA) is provided in the technical report titled "Courageous Lake Pre-feasibility Study and Preliminary Economic Assessment, NI 43-101 Technical Report," with an effective date of Jan. 5, 2024, filed on Feb. 27, 2024, on SEDAR+ under Seabridge's profile.

The 2024 PEA is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the results of the 2024 PEA will be realized. Mineral resources in the 2024 PEA mine plan are not mineral reserves and do not have demonstrated economic viability. The 2024 PEA evaluates a conceptual expansion beyond the 2024 PFS pit and includes inferred mineral resources. See the 2024 PEA for relevant assumptions, parameters and risks.

About Seabridge Gold Inc.

Seabridge holds a 100-per-cent interest in several North American gold projects. Seabridge's principal asset, the KSM project, and its Iskut projects are located in Northwest British Columbia, Canada's Golden Triangle, the Courageous Lake project is in Canada's Northwest Territories, the Snowstorm project in the Getchell gold belt of Northern Nevada and the 3 Aces project is in the Yukon Territory.

The contents of this release have been reviewed and approved by William Threlkeld, PGeo, senior vice-president, exploration, of the company and a qualified person under National Instrument 43-101

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