Shareholders Expected to Vote on Gold Developer's Spinout Co. in Northwest Territories

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1. Ownership and Share Structure Information

The information listed above was updated on the date this article was published and was compiled from information from the company and various other data providers.

Seabridge Gold Inc. (SEA:TSX; SA:NYSE.MKT) released an update regarding its plan to spin out its 100% interest in the Courageous Lake gold project located in the Northwest Territories in a January 21 release.

Seabridge is working on a structure in which all shares of Valor Gold Corp., the spin-out entity, would be distributed to Seabridge shareholders through a court-approved plan of arrangement under the Canada Business Corporations Act. A meeting for Seabridge shareholders to approve the spin-out is anticipated to take place in June 2026, Seabridge said.

Valor aims to list on the Toronto Stock Exchange (TSX) and the OTCQB Venture Market (USA), with a potential NYSE listing considered for the future. Trading of Valor shares is expected to begin before the end of Q2 2026, pending shareholder approval, a final court order, and completion of the spin-out transaction.

Seabridge plans to spin out Valor with CA$10 million in cash to support expected work programs and corporate general and administrative expenses. The company has appointed DuMoulin Black as its Canadian legal counsel and Dorsey Whitney as its U.S. attorney for the spin-out.

Seabridge also announced that, subject to shareholder approval of the spin-out, Mark J. Ashley has agreed to serve as Chief Executive Officer and a director of Valor. Ashley brings over 40 years of senior executive and board-level experience in building, scaling, and leading publicly listed mining companies globally. He has served as CEO and director of multiple mining companies listed on the TSX, ASX, UK, and U.S. exchanges, with a proven track record of value creation through disciplined project development, operational execution, and strategic transactions, the company said.

'A Promising Gold Asset'

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 US$6 billion global producer and the world’s eighth-largest nickel company, culminating in its acquisition by Norilsk Nickel, the release noted. His experience spans the full mining lifecycle, from discovery through development and production, with particular expertise in gold projects, both open-pit and underground operations. Ashley is widely recognized for his ability to lead companies through periods of growth, transformation, and capital markets execution.

"Mark has provided valuable advice to Seabridge over the past several years as a consultant," said Seabridge Chair and Chief Executive Officer Rudi Fronk. "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.”

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."

Ashley said those 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," Ashley continued. "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."

One of Canada's Largest Undeveloped Gold Projects

According to Seabridge, Courageous Lake stands as one of Canada's largest undeveloped gold projects, with a total contained gold inventory that includes Measured and Indicated Resources of 11 million ounces (Moz) of gold (145.2 million tonnes at an average grade of 2.36 grams per tonne, or "g/t"), along with an additional 3.3 Moz of gold in the inferred category (40.6 million tonnes at 2.52 g/t). The reported measured and indicated resources include 2.8 Moz of proven and probable reserves (33.9 million tonnes at 2.6 g/t), positioning it as one of the highest-grade open-pit gold projects in Canada.

Cantor's new target price for Seabridge is CA$66 per share, reflecting a 72% upside, Kozak noted. The company remains a Buy.

Beyond these resources, the project also features a satellite deposit known as Walsh Lake, which has an inferred resource of 4.13 million tonnes at 4.18 g/t, containing 555,000 ounces of gold, the company said.

Following the spinout, Valor Gold plans to initiate a targeted drill program to further explore for satellite deposits similar to Walsh Lake, which could enhance the project's economic viability, the release said.

Additional updates, including the appointment of other board members and officers of Valor, are still expected.

Research Firm Raises Target Price

Seabridge had its target price increased by Cantor Fitzgerald after the financial services firm raised its gold and silver price forecasts, as noted by Mike Kozak in a January 12 macro note from him and other metals and mining analysts.

"The benefit of higher gold and silver prices should begin translating to material improvement to margins, earnings, and cash flow with the Q4/25 results (reporting begins late February) and then continue to accelerate with the Q1/26 results," the Cantor analysts wrote. They also mentioned that factors like typical mining industry cost inflation, higher wages, increased tariff-driven capital costs for steel and processing reagents, higher royalty payments, and lower average head grades due to depletion of Proven and Probable reserves and lower cutoff grades driven by a higher gold price are expected to offset this improved performance.

Cantor's new target price for Seabridge is CA$66 per share, reflecting a 72% upside, Kozak noted. The company remains a Buy.

The Ontario, Canada-based mining junior recently completed a US$100M equity financing, with an unnamed investor contributing US$20M. While advancing its other assets, Seabridge is seeking a joint venture partner to further develop its massive KSM gold-copper project in British Columbia (B.C.). Since acquiring it in 2001, the company has invested over CA$1 billion in exploration, development, and construction activities there, achieved the "substantially started" designation for the project, and obtained the necessary permits to begin construction.

"We continue to believe that Seabridge will be successful in signing a joint venture agreement with a major mining company on project accretive terms," Kozak wrote, noting that Cantor expects this to occur in H1/26. Another potential catalyst for Seabridge's share price in 2026 is the completion of the spinout and listing of Courageous Lake as Valor Gold. Additionally, a maiden mineral resource estimate of the Snip North deposit at its Iskut project in B.C. is anticipated in Q1/26.

According to a December 17, 2025, research note by Taylor Combaluzier, vice president and mining analyst at Red Cloud Securities, "In the current gold price environment, we believe this potential spinout (of Valor Gold) could likely help unlock more value for Seabridge shareholders."

Red Cloud maintained its target price of CA$74.50 per share for the company, which was trading at about CA$40.17 per share at the time of Combaluzier's report. The difference between these prices suggests a potential return for investors of 85%. Seabridge remains a Buy.

Red Cloud considers the Courageous Lake spinout as a positive move, believing that the market currently undervalues the project within Seabridge and that the company's current share price primarily reflects its flagship KSM project in British Columbia, Combaluzier noted. In Red Cloud's post-financing net asset value per share discounted at 5% (NAVPS5%) for Seabridge of CA$111.80, Courageous Lake accounts for about 13%, or CA$14.75 per share.

The Catalyst: Gold Price Forecasts Increasingly Optimistic

The persistent threat of inflation does not seem to be dissipating and could act as a burden on the gold market, as the Federal Reserve has a strong rationale to keep interest rates steady, according to Neils Christensen of Kitco News on January 22.

According to the government's delayed Personal Consumption Expenditures Index data, the core PCE index — which excludes volatile food and energy prices and is the Federal Reserve’s preferred measure of inflation — indicated that consumer prices rose by 0.2% in both October and November, Christensen wrote. This data was delayed due to the record 43-day government shutdown in October. The report noted that annual core inflation increased to 2.8% in November, up from 2.7% in October.

Although inflation has not surged dramatically, it has been slightly higher than anticipated and remains well above the Federal Reserve's target of 2%, he noted. Economists had predicted an unchanged reading of 2.7%. Meanwhile, headline inflation rose by 0.5% in both October and November, according to the report. Annual headline inflation climbed to 2.7% in October and 2.8% in November.

The gold market has not shown any significant movement in response to the latest inflation data; however, some analysts point out that downside risks are increasing, Christensen said. Spot gold last traded at US$4,832.70 an ounce, remaining relatively stable on the day. At the same time, some analysts believe that inflation data and U.S. interest rates will remain secondary factors in the gold market, as the precious metal continues to serve as a crucial safe-haven hedge against ongoing geopolitical instability.

After a record-breaking 2025, gold has entered 2026 with its momentum still strong, driven by geopolitical tensions, declining real interest rates, and efforts by investors and central banks to diversify away from the dollar, analysts noted, according to a report by Lee Ying Shan for CNBC on January 21.

Forecasts are becoming increasingly optimistic, Shan noted. Analysts surveyed by the London Bullion Market Association anticipate prices to exceed US$5,000 this year, citing expectations of lower U.S. real rates, ongoing Federal Reserve easing, and continued central-bank diversification away from the dollar.

Julia Du, a senior commodities strategist at ICBC Standard Bank, predicts gold prices could reach as high as US$7,150, Shan reported. "Gold remains the headline story after a record-breaking 2025," the LBMA stated in its forecast survey.

Ownership and Share Structure¹

Management and insiders hold approximately 3% of the company, while institutions own about 65%. The remainder is held by retail investors.

Friedberg Mercantile Group Ltd. holds 15.49%, Pan Atlantic Bank and Trust owns 10.23%, Van Eck Associates Corp. has 7.84%, and Kopernik Global Investors L.L.C. possesses 9.9%.

There are around 104.35 million shares outstanding, with the company having a market cap of CA$4.72 billion and trading within a 52-week range of CA$13.44 to CA$47.78.