The Instructions accompanying this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.

LETTER OF TRANSMITTAL

FOR COMMON SHARES OF
SEABRIDGE GOLD INC.

This Letter of Transmittal, properly completed and duly executed, together with all other required documents, must accompany physical certificates and/or as applicable a copy of the Direct Registration System advice(s) (“DRS advice”) for common shares (the “Seabridge Shares”) of Seabridge Gold Inc. (“Seabridge”) deposited in connection with the proposed arrangement under Section 192 of the Canada Business Corporations Act (the “Arrangement”) between Seabridge and Valor Gold Corp. (“Valor”), a wholly-owned subsidiary of Seabridge, that is being submitted for approval at the special meeting of shareholders of Seabridge to be held on May 22, 2026 (the “Meeting”) as described in the management information circular of Seabridge dated March 30, 2026 (the “Circular”).

Capitalized terms used but not defined in this Letter of Transmittal have the meanings set out in the Circular.

In accordance with the Plan of Arrangement, all of the Seabridge Shares held by Seabridge Shareholders (excluding Seabridge Shareholders who dissent from the Arrangement) as of the close of business on the Business Day immediately preceding the Effective Date will be exchanged for one New Seabridge Share and such shareholder’s pro rata portion of the 55,000,000 Valor Shares held by Seabridge as of such date (the “Participating Shareholder Entitlement”).

Our records show that you are a Seabridge Shareholder and you are therefore entitled to receive share certificates or DRS advices representing the Participating Shareholder Entitlement. In order to obtain the Participating Shareholder Entitlement, you will need to complete this Letter of Transmittal.

All Seabridge Shareholders must complete Box C and, to avoid U.S. backup withholding, complete and submit the appropriate form, if applicable, as discussed hereinafter. Each U.S. person (as defined below) should complete and submit an IRS Form W-9. See Instruction 7. Each Seabridge Shareholder who has an address (as it appears on the register of Seabridge Shareholders maintained by or on behalf of Seabridge), or who otherwise provides an address for purposes of Box B, that is located within the United States or any territory or possession thereof and is not a U.S. person should complete and submit the appropriate IRS Form W-8. See Instruction 7. If you require an IRS Form W-8, please contact the Depositary (as defined below) or obtain the appropriate IRS Form W-8 from the IRS website (www.irs.gov).

TO:           SEABRIDGE GOLD INC.

AND TO:     COMPUTERSHARE INVESTOR SERVICES INC. at its offices set out herein.

In connection with the Arrangement being considered for approval at the Meeting, the undersigned delivers to you the enclosed certificate(s) and/or DRS advice(s) for Seabridge Shares. The following are the details of the enclosed certificate(s) and/or DRS advice(s):

(If space is not sufficient, please attach a list in the above form. See Instruction 5.)

The undersigned transmits herewith the certificate(s) and/or DRS advice(s) described above for cancellation upon the Arrangement becoming effective at the Effective Time. The undersigned acknowledges receipt of the Circular and represents and warrants that the undersigned has good and sufficient authority to deposit, sell and transfer the Seabridge Shares represented by the enclosed certificate(s) and/or DRS advice(s) (the “Deposited Shares”) and at the Effective Time, Seabridge will acquire good title to the Deposited Shares (as the same are modified pursuant to the Plan of Arrangement) free from all liens, charges, encumbrances, claims and equities and in accordance with the following: IN CONNECTION WITH THE ARRANGEMENT AND FOR VALUE RECEIVED at the Effective Time all of the right, title and interest of the undersigned in and to the Deposited Shares and in and to any and all dividends, distributions, payments, securities, rights, warrants, assets or other interests (collectively, “distributions”) which may be declared, paid, accrued, issued, distributed, made or transferred on or in respect of the Deposited Shares or any of them as and from the Effective Date, as well as the right of the undersigned to receive any and all distributions shall have been assigned to Seabridge. If, notwithstanding such assignment, any distributions are received by or made payable to or to the order of the undersigned, then (i) in the case of any such cash distribution that does not exceed the cash purchase price per Seabridge Share, the consideration payable per Seabridge Share pursuant to the Arrangement will be reduced by the amount of any such dividend or distribution received in respect of that Seabridge Share, and (ii) in the case of any such cash distribution in an amount that exceeds the cash purchase price per Seabridge Share in respect of which the distribution is made, or in the case of any other distribution, the undersigned shall promptly pay or deliver the whole of any such distribution to Computershare Investor Services Inc. (the “Depositary”) for the account of Seabridge, together with appropriate documentation of transfer.

The undersigned irrevocably constitutes and appoints each of Rudi Fronk and Bruce Scott, each of whom is an officer of Seabridge, and any other person designated by Seabridge in writing, the true and lawful agent, attorney and attorney-in-fact of the undersigned with respect to the Deposited Shares purchased in connection with the Arrangement with full power of substitution (such power of attorney, being coupled with an interest, being irrevocable) to, in the name of and on behalf of the undersigned, (a) register or record the transfer of such Deposited Shares consisting of securities on the registers of Seabridge; and (b) execute and negotiate any cheques or other instruments representing any such distribution payable to or to the order of the undersigned.

The undersigned revokes any and all other authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise, previously conferred or agreed to be conferred by the undersigned at any time with respect to the Deposited Shares or any distributions other than as set out in this Letter of Transmittal and in any proxy granted for use at the Meeting. Other than in connection with the Meeting, no subsequent authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise, will be granted with respect to the Deposited Shares or any distributions by or on behalf of the undersigned, unless the Deposited Shares are not taken up and paid for in connection with the Arrangement.

The undersigned covenants and agrees to execute all such documents, transfers and other assurances as may be necessary or desirable to convey the Deposited Shares and distributions effectively to Seabridge.

Each authority conferred or agreed to be conferred by the undersigned in this Letter of Transmittal may be exercised during any subsequent legal incapacity of the undersigned and all obligations of the undersigned in this Letter of Transmittal shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

The undersigned instructs Seabridge and the Depositary, upon the Arrangement becoming effective, to mail the cheques by first class mail, postage prepaid, or to hold such cheques for pick-up, in accordance with the instructions given below. Should the Arrangement not proceed for any reason, the deposited certificate(s) and/or DRS advice(s) and other relevant documents shall be returned in accordance with the instructions in the preceding sentence.

The undersigned authorizes and directs Computershare Investor Services Inc. to issue DRS advices for Seabridge and Valor to which the undersigned is entitled as indicated below and to mail such advices to the address indicated below or, if no instructions are given, in the name and to the address if any, of the undersigned as appears on the share register maintained by Seabridge.  In the event that a DRS advice is not available, stock certificates of Seabridge and Valor will be issued and mailed to the address indicated below.

By reason of the use by the undersigned of an English language form of Letter of Transmittal, the undersigned shall be deemed to have required that any contract evidenced by the Arrangement as accepted through this Letter of Transmittal, as well as all documents related thereto, be drawn exclusively in the English language. En raison de l’usage d’une lettre d’envoi en langue anglaise par le soussigné, le soussigné et les destinataires sont présumés d’avoir requis que tout contrat attesté par l’arrangement et son acceptation par cette lettre d’envoi, de même que tous les documents qui s’y rapportent, soient rédigés exclusivement en langue anglaise.

SHAREHOLDER SIGNATURE(S)

INSTRUCTIONS

1. Use of Letter of Transmittal

The method used to deliver this Letter of Transmittal and any accompanying certificate(s) and/or DRS advice(s) representing Seabridge Shares is at the option and risk of the holder, and delivery will be deemed effective only when such documents are actually received. Seabridge recommends that the necessary documentation be hand delivered to the Depositary at its office(s) specified on the last page of this Letter of Transmittal, and a receipt obtained; otherwise the use of registered mail with return receipt requested, properly insured, is recommended. A shareholder whose Seabridge Shares are registered in the name of a broker, investment dealer, bank, trust company or other nominee should contact that nominee for assistance in depositing those Seabridge Shares.

In accordance with the Plan of Arrangement, all of the Seabridge Shares held by Seabridge Shareholders (excluding Seabridge Shareholders who dissent from the Arrangement) as of the close of business on the Business Day immediately preceding the Effective Date will be exchanged for one New Seabridge Share and such shareholder’s pro rata portion of the 55,000,000 Valor Shares held by Seabridge as of such date.

2. Signatures

This Letter of Transmittal must be filled in and signed by the holder of Seabridge Shares described above or by such holder’s duly authorized representative (in accordance with Instruction 4).

3. Guarantee of Signatures

If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Deposited Shares, or if the payment is to be issued in the name of a person other than the registered owner of the Deposited Shares, such signature must be guaranteed by an Eligible Institution (as defined below), or in some other manner satisfactory to the Depositary (except that no guarantee is required if the signature is that of an Eligible Institution).

An “Eligible Institution” means a Canadian Schedule I chartered bank, a major trust company in Canada, a commercial bank or trust company in the United States, a member of the Securities Transfer Association Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada and the United States, members of the Investment Industry Regulatory Organization of Canada, members of the Financial Industry Regulatory Authority or banks and trust companies in the United States.

4. Signed by a Representative

If this Letter of Transmittal is signed by a person in a representative capacity, such as (a) an executor, administrator, trustee or guardian, or (b) on behalf of a corporation, partnership, or association, then in each case such signature must be guaranteed by an Eligible Institution, or in some other manner satisfactory to the Depositary (except that no guarantee is required if the signature is that of an Eligible Institution).  Either Seabridge or the Depositary, at its discretion, may require additional evidence of authority or additional documentation.

5. Miscellaneous

6. Lost Certificates

If a share certificate has been lost, stolen or destroyed, this Letter of Transmittal should be completed as fully as possible and forwarded together with a letter describing the loss to the Depositary. The Depositary will respond with the replacement requirements.

7. U.S. Federal Income Tax and Backup Withholding

The following does not constitute a summary of the tax considerations arising from and relating to the Arrangement, and Seabridge Shareholders should review the discussions in the Circular under the headings “Principal Canadian Federal Income Tax Consequences” and “Material United States Federal Income Tax Considerations” and consult with their own tax advisors regarding the tax considerations arising from and relating to the Arrangement.

Under current U.S. federal income tax law, distributions including dividends on the Seabridge Common Shares received by a U.S. Shareholder pursuant to the Arrangement (including, without limitation, the receipt of the Valor Spin-Out Shares pursuant to the Arrangement to the extent characterized as a dividend) may be subject to backup withholding. Each U.S. Shareholder is required to provide the Depositary with a correct Taxpayer Identification Number or Employer Identification Number (“TIN”) on the IRS Form W-9 which is provided above, and to certify whether such holder is subject to backup withholding of U.S. federal income tax. Failure to provide the information in the IRS Form W-9 may subject a U.S. Shareholder to penalties imposed by the IRS and 24% backup withholding on the Valor Spin-Out Shares issuable to such holder in connection with the Arrangement. Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained by the holder from the IRS, provided that the required information is timely furnished to the IRS. The Depositary cannot refund amounts withheld by reason of backup withholding. Failure to provide a correct TIN may result in additional fines. More serious penalties may be imposed for providing false information which, if willfully done, may result in fines and/or imprisonment.

For purposes of this Letter of Transmittal, you are a “U.S. person” if you are for U.S. federal income tax purposes (a) an individual who is a citizen or resident of the United States; (b) a corporation organized under the laws of the United States, any state thereof, or the District of Columbia or that is otherwise treated as a U.S. domestic corporation for U.S. federal income tax purposes; (c) an estate the income of which is subject to U.S. federal income taxation regardless of its source; (d) a trust that (1) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person; or (e) a partnership, limited liability company or other entity classified as a partnership for U.S. federal income tax purposes that is created or organized in or under the laws of the United States, any state thereof, or the District of Columbia.

Exempt holders are not subject to backup withholding requirements. To prevent possible erroneous backup withholding, an exempt holder must enter its correct TIN in the IRS Form W-9 and sign and date the form.

If a U.S. Shareholder has not been issued a TIN and has applied for one or intends to apply for one in the near future, such holder should write “Applied For” in the space provided for the TIN in the IRS Form W-9. If “Applied For” is written in the IRS Form W-9 and the Depositary is not provided with a TIN prior to the effective time of the Arrangement, the Depositary may withhold 24% of all consideration due to such holder in connection with the Arrangement until a TIN is provided to the Depositary.

If the IRS Form W-9 is not applicable to a U.S. Shareholder because such U.S Shareholder is not a U.S. person, such U.S. Shareholder will instead need to submit an appropriate and properly completed IRS Form W-8, signed under penalty of perjury, to avoid backup withholding. An appropriate IRS Form W-8 may be obtained from the Depositary or from the IRS website at www.irs.gov.

A U.S. SHAREHOLDER WHO FAILS TO PROPERLY COMPLETE THE IRS FORM W-9 SET OUT IN THIS LETTER OF TRANSMITTAL OR THE APPROPRIATE IRS FORM W-8 MAY BE SUBJECT TO PENALTIES IMPOSED BY THE IRS AND BACKUP WITHHOLDING OF 24% OF THE VALOR SPIN-OUT SHARES ISSUABLE TO SUCH HOLDER PURSUANT TO THE ARRANGEMENT. BACKUP WITHHOLDING IS NOT AN ADDITIONAL TAX. RATHER, THE TAX LIABILITY OF PERSONS SUBJECT TO BACKUP WITHHOLDING WILL BE REDUCED BY THE AMOUNT OF TAX WITHHELD. IF WITHHOLDING RESULTS IN AN OVERPAYMENT OF TAXES, A REFUND MAY BE OBTAINED BY TIMELY FILING A CLAIM FOR REFUND WITH THE IRS. THE DEPOSITARY CANNOT REFUND AMOUNTS WITHHELD BY REASON OF BACKUP WITHHOLDING.

EACH HOLDER OF SHARES IS URGED TO CONSULT HIS, HER OR ITS OWN TAX ADVISOR TO DETERMINE WHETHER SUCH HOLDER IS REQUIRED TO FURNISH AN IRS FORM W-9 OR THE APPROPRIATE IRS FORM W-8 OR IS EXEMPT FROM BACKUP WITHHOLDING AND INFORMATION REPORTING.

8. Privacy Notice

Computershare is committed to protecting your personal information. In the course of providing services to you and our corporate clients, we receive non- public personal information about you-from transactions we perform for you, forms you send us, other communications we have with you or your representatives, etc. This information could include your name, contact details (such as residential address, correspondence address, email address), social insurance number, survey responses, securities holdings and other financial information. We use this to administer your account, to better serve your and our clients’ needs and for other lawful purposes relating to our services. Computershare may transfer personal information to other companies located outside of your province within Canada, or outside of Canada that provide data processing and storage or other support in order to facilitate the services it provides. Where we share your personal information with other companies to provide services to you, we ensure they have adequate safeguards to protect your personal information as per applicable privacy laws. We also ensure the protection of rights of data subjects under the General Data Protection Regulation, where applicable. We have prepared a Privacy Code to tell you more about our information practices, how your privacy is protected and how to contact our Chief Privacy Officer. It is available at our website, www.computershare.com, or by writing to us at 320 Bay Street, 14th Floor, Toronto, Ontario, M5H 4A6.

The Depositary is:

COMPUTERSHARE INVESTOR SERVICES INC.

By Hand or by Courier

320 Bay Street, 14th Floor,

Toronto, Ontario

M5H 4A6

By Mail

P.O. Box 7021

31 Adelaide St E

Toronto, ON M5C 3H2

Attention: Corporate Actions

For Inquiries Only

Toll Free: 1-800-564-6253

E-Mail: corporateactions@computershare.com