SA Spin-Out Complete: Valor Gold Now Trading Separately

Seabridge Gold Inc. (TSX: SEA) (NYSE: SA) closed its spin-out of Valor Gold Corp. effective June 3, 2026, transferring its 100% interest in the Courageous Lake gold project in the Northwest Territories to the new entity. The transaction, executed via a statutory plan of arrangement under the Canada Business Corporation Act, leaves Seabridge as a pure-play vehicle for its flagship KSM project and other North American assets.

Shareholders of record as of June 2, 2026 receive one new Seabridge share for each old share held, plus one Valor share for approximately every 1.957 Seabridge shares. After the arrangement, Valor has 55,000,000 shares outstanding. Trading in old Seabridge shares is suspended at the close on June 4, 2026. New Seabridge shares list under CUSIP 811927102 on the TSX and NYSE at the open on June 5, 2026, with ticker symbols remaining SEA on the TSX and SA on the NYSE. Valor shares are expected to begin trading on the TSX under symbol VGC on June 5, 2026, with OTCQB quotation to follow pending formal approval.

What the Spin-Out Changes for SA

The spin-out simplifies the corporate structure. Seabridge now holds a 100% interest in the KSM project and its Bronson Corridor projects in British Columbia's Golden Triangle, the Snowstorm project in Nevada's Getchell Gold Belt, and the 3 Aces project in the Yukon Territory. Courageous Lake, a development-stage asset in the Northwest Territories, moves to Valor, which will advance it independently.

Valuation Implications

Seabridge has long traded at a discount to the net asset value of its KSM project. The spin-out removes a potential overhang: investors who wanted exposure to Courageous Lake can now buy Valor directly, while SA holders get a cleaner story. The question is whether the market will re-rate SA closer to its KSM asset value now that the corporate structure is simpler.

The KSM Asset Base

KSM remains Seabridge's principal asset. The project is one of the largest undeveloped gold-copper deposits globally, with measured and indicated resources of 38.9 million ounces of gold and 10.1 billion pounds of copper, plus inferred resources of 9.8 million ounces of gold and 3.8 billion pounds of copper. The project has a feasibility study and environmental assessment approval. It has not yet reached a construction decision. The spin-out does not change KSM's timeline or permitting status.

Trading Timeline and Execution Risk

Shareholders should note the specific dates. Old Seabridge shares trade for the last time on June 4, 2026. New Seabridge shares begin trading on June 5, 2026 under the same tickers with a new CUSIP. Valor shares start trading on the TSX on June 5 under VGC.

What Could Go Wrong

• Delayed Valor listing: Valor shares may not list on the TSX or OTCQB on the expected timeline. The company's forward-looking statements flag this risk explicitly.
• Liquidity fragmentation: Valor is a small-cap spin-out with 55 million shares. Trading volume may be thin initially, creating execution risk for shareholders who want to sell their Valor positions.
• Tax treatment: The arrangement is structured as a tax-deferred spin-out for Canadian shareholders under the Income Tax Act. US shareholders should consult their own tax advisors. Treatment may differ.

Sector Read-Through: Gold Developer Corporate Restructuring

Seabridge is not the only gold developer using spin-outs to unlock value. The strategy allows companies to separate advanced-stage assets from earlier-stage projects, giving each a dedicated management team and capital structure. For investors, the question is whether the sum of the parts exceeds the whole.

Comparable Precedents

• Ivanhoe Mines spun out its Platreef project into Ivanplats in 2012, though the structure differed.
• Newmont spun out several assets into Newmont Goldcorp and later into a separate company.
• Agnico Eagle has used project-level joint ventures rather than full spin-outs.

Seabridge's move is most similar to the Yamana Gold spin-out of its Canadian assets into McEwen Mining in 2018, though that was a different structure. The success of the Valor spin-out will depend on whether Valor can advance Courageous Lake independently and whether SA's discount narrows.

What Confirms or Weakens the Thesis

Confirming Signals

• SA shares trade at a narrower discount to NAV after the spin-out. If the market assigns a higher multiple to a pure-play KSM developer, the thesis works.
• Valor shares trade above the implied spin-out value, suggesting the market sees value in Courageous Lake that was not reflected in SA's pre-spin price.
• Valor announces a financing or partnership to advance Courageous Lake, validating the spin-out as a capital-raising mechanism.

Weakening Signals

• SA shares continue to trade at a wide discount to KSM's NAV, suggesting the spin-out did not change the market's view of the asset or management.
• Valor shares trade below the implied value, indicating the market does not see Courageous Lake as a viable standalone project.
• KSM permitting or timeline setbacks overshadow the spin-out benefits.

Next Decision Point for SA Holders

Shareholders have three practical choices:

1. Hold both SA and Valor: Maintain exposure to KSM through SA and to Courageous Lake through Valor. This is the default position for those who believe both assets have value.
2. Sell Valor, keep SA: If Courageous Lake is not part of the investment thesis, selling Valor shares and keeping SA is the cleanest way to maintain KSM exposure.
3. Sell SA, keep Valor: If the thesis is that Courageous Lake is undervalued and KSM is fairly valued or overvalued, this is the contrarian play.

Liquidity Considerations

SA trades on the NYSE with reasonable liquidity. Valor will start on the TSX with 55 million shares outstanding. Initial trading may be thin. Shareholders who want to sell Valor should expect wider bid-ask spreads and potential delays in executing larger orders.

Practical Rule for Valuation

The value proposition for SA remains tied to KSM's timeline, gold and copper prices, and permitting progress. The spin-out removes a distraction. It does not change the fundamental timeline. Valor's performance in the first weeks of trading will tell the market whether the spin-out created value or simply split a discount into two smaller discounts.

Practical rule: A successful spin-out shows up in SA's NAV discount narrowing within 60 days. If the discount widens instead, the market is signaling that structure was not the problem.

For traders watching the gold developer space, the key metric is SA's NAV discount post-spin. If it narrows, the market is rewarding the cleaner structure. If it widens, the spin-out failed to address the core issue: KSM's long timeline to production.

AlphaScala's proprietary data shows SA as Unscored in the Basic Materials sector. The stock page is available at /stocks/sa. For broader context on gold developers and project-level spin-outs, see the gold profile and commodities analysis.