Mr. Rudi Fronk reports

SEABRIDGE GOLD REPORTS ON RESULTS OF SPECIAL MEETING OF SHAREHOLDERS

Seabridge Gold Inc. today provided the voting results of its special meeting of shareholders held on May 22, 2026. A total of 62,829,369 common shares were represented at the meeting, representing 58.51 per cent of the issued and outstanding common shares of the company on the record date for the meeting. All matters presented for approval at the meeting were duly authorized and approved, as follows:

A special resolution approving an arrangement under Section 192 of the Canada Business Corporations Act (the CBCA) between the company, its shareholders and Valor Gold Corp., pursuant to which the company and the company's shareholders will receive shares of Valor.

An ordinary resolution approving the proposed restricted share unit and deferred share unit plan of Valor.

Terms of the arrangement

Pursuant to the arrangement, Seabridge will transfer its 100-per-cent interest in the Courageous Lake gold project located in the Northwest Territories, Canada, into Valor, which is expected to become a separately listed issuer on the Toronto Stock Exchange (the TSX), then distribute 100 per cent of the common shares of Valor to its shareholders by way of a plan of arrangement under the CBCA.

Pursuant to the arrangement, Seabridge will distribute the 55 million shares to be held by Seabridge in Valor to shareholders on the basis of one Valor share for every approximately 1.957 Seabridge shares held. The terms of the arrangement, including the conditions to implementing the arrangement, and the procedures to be followed by shareholders in order to receive the securities that they are entitled to receive pursuant to the arrangement, are further described in the company's management information circular dated March 30, 2026, available on Seabridge's website and under its profile on SEDAR+.

The arrangement is subject to the approval of the British Columbia Supreme Court. The anticipated hearing date for the application for the final order of the court is May 27, 2026. Subject to obtaining the final order and the satisfaction or waiver of the conditions to implementing the arrangement as set out in the arrangement agreement dated March 23, 2026, between the company and Valor, the arrangement is anticipated to be completed on or about June 3, 2026.

Valor has applied to be listed on the Toronto Stock Exchange and to have its shares quoted on the OTCQB Venture Market in the United States. Subject to the satisfaction of all necessary conditions of the Toronto Stock Exchange and OTCQB, the receipt of the final order, and the completion of the arrangement, it is anticipated that the old Seabridge shares (as defined below) will be suspended from trading on TSX and New York Stock Exchange as at close of trading on the first trading day following the closing date of the arrangement, and the new Seabridge shares (as defined below) will be listed for trading under a new Cusip/ISIN on TSX and NYSE as at open of trading on the second trading day following the closing date of the arrangement. Assuming the arrangement is completed on June 3, 2026, the old Seabridge shares are anticipated to be suspended from trading from TSX and NYSE as at close of trading on June 4 and the new Seabridge shares would be listed for trading on TSX and NYSE as at open of trading on June 5, 2026. It is similarly expected that the Valor shares will be listed for trading on TSX at the same time as the new Seabridge shares, being the open of trading on June 5, 2026. The timing of the commencement of trading of the Valor shares on the OTCQB will be announced in a separate news release of Valor once formal approval is received from the OTCQB.

Procedure to exchange shares

The procedure for a shareholder to exchange their prearrangement Seabridge common shares for postarrangement Seabridge common shares and Valor shares depends on how old Seabridge shares are held. Information is provided below, as well as in the company's management information circular dated March 30, 2026, available under Seabridge's issuer profile on SEDAR+.

Non-registered (beneficial) shareholders

If you hold your common shares of Seabridge through a broker, the exchange of shares will be processed automatically through CDS or DTC (as applicable). Seabridge recommends that you contact your broker to confirm if any steps are required by your broker in order to receive the new Seabridge shares and Valor shares in exchange for your old Seabridge shares following completion of the arrangement.

Registered shareholders

If you hold your common shares of Seabridge directly in a registered position (with a share certificate or DRS advice statement), you must take action to exchange your old Seabridge shares for new Seabridge shares and Valor shares.

Computershare Investor Services Inc., the depositary under the arrangement, mailed the letter of transmittal to registered shareholders, which should be used by such shareholders to exchange their certificates representing old Seabridge shares for DRS advices representing new Seabridge shares, or a physical certificate for new Seabridge shares and DRS advices representing Valor shares or a physical certificate for Valor shares, when the arrangement is completed. Until exchanged, each certificate representing old Seabridge shares will, after the arrangement, represent only the right to receive, upon surrender in accordance with the letter of transmittal, new Seabridge shares and Valor shares.

Registered shareholders must deliver to the depositary: (a) their certificate(s) representing such old Seabridge shares, if any, (b) a duly completed letter of transmittal, and (c) such other documents as the depositary may require, in order to receive the certificates or DRS advices representing the new Seabridge shares and Valor shares to which they are entitled pursuant to the arrangement.

DRS Advices or a physical certificate, if so requested, for the new Seabridge shares of a registered shareholder and Valor shares who provides the appropriate documentation described above, will be registered in such name or names and will be delivered to such address or addresses as such holder may direct in the letter of transmittal as soon as practicable following the arrangement and after receipt by the depositary of all of the required documents.

Registered shareholders are encouraged to complete and return the letter of transmittal, together with the certificate(s) representing your common shares of Seabridge and any other required documents and instruments, to the depositary (at its principal offices in Toronto), in accordance with the instructions set out in the letter of transmittal so that if the arrangement is approved, the consideration for your common shares can be sent to you as soon as possible following the arrangement becoming effective. The letter of transmittal contains other procedural information related to the arrangement and should be reviewed carefully.

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 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.

We seek Safe Harbor.