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Dear Fellow Shareholders,   We invite you to attend the Special Meeting of shareholders (the “Meeting”) of Seabridge Gold Inc. (“Seabridge” or the “Company”) at Salon 1, 19th Floor, Fairmont Royal York Hotel, 100 Front Street West, Toronto, Ontario, Canada at 10:00 a.m. Eastern Daylight Time on May 22, 2026. The attached Circular provides important information enabling you to make informed decisions in the exercise of your rights as a shareholder.   Seabridge has proposed to reorganize its corporate structure through a plan of arrangement under which the Company’s interest in the Courageous Lake gold project, located in the Northwest Territories, Canada, will be transferred to a newly created company, Valor Gold Corp. (“Valor”). Upon completion of the arrangement, shareholders of Seabridge will receive shares of Valor on a pro-rata basis and Valor will become an independent, publicly traded company focused on advancing the Courageous Lake project.   The proposed spin-out is intended to allow each company to pursue a more focused strategy. Seabridge will continue to concentrate its resources and management efforts on the advancement of the KSM project in British Columbia, while Valor will be dedicated to the exploration, evaluation and development of the Courageous Lake project. The board of directors of Seabridge believes that separating the assets into two specialized companies will provide value accretion, enhance strategic focus, improve access to capital tailored to each project, and provide shareholders with direct exposure to the value and development potential of Courageous Lake.   I hope to see you at the Meeting. If you cannot attend, please return your proxy and let your voice be counted.   On behalf of the Board,   “Rudi P. Fronk”   Rudi P. Fronk Chairman and C.E.O. March 30, 2026

These materials are important and require your immediate attention. They require shareholders of Seabridge Gold Inc. to make important decisions. If you are in doubt as to how to make such decisions, please contact your financial, legal, tax or other professional advisors. This document does not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a Special Meeting (the “Meeting”) of the shareholders of Seabridge Gold Inc. (the “Company” or “Seabridge”) will be held at Salon 1, 19th Floor, Fairmont Royal York Hotel, 100 Front Street West, Toronto, Ontario, Canada, on May 22, 2026, at 10:00 a.m. Eastern Daylight Time.

Matters For Consideration at the Meeting

The specific details of the foregoing matters to be put before the Meeting are set forth in the Circular.

This notice is accompanied by the Circular, a form of proxy and a letter of transmittal.

The board of directors of the Company (the “Board”) has by resolution fixed the close of business on March 30, 2026 as the record date, being the date for the determination of the registered holders of common shares of the Company entitled to notice of and to vote at the Meeting and any adjournment(s) thereof.

Shareholders are encouraged to vote on the matters BEFORE the Meeting by proxy to ensure that their votes are properly counted. Those Shareholders who are unable to attend the Meeting are requested to read the notes to the enclosed form of proxy and then to complete, sign and mail the enclosed form of proxy in accordance with the instructions set out in the proxy and in the Circular accompanying this notice.

All shareholders are entitled to attend and vote at the Meeting in person or by proxy. Shareholders who do not wish to attend in person will also be able to listen to the Meeting via Microsoft Teams by visiting www.microsoft.com/microsoft-teams/join-a-meeting and using the Meeting ID and Passcode below, but will not be able to participate or vote their shares unless they attend in person or vote their shares by proxy.

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To LISTEN TO the Meeting, please refer to the following Microsoft Teams instructions:

Meeting ID: 254 434 303 795 816

Meeting Passcode: Gs3Yy2Dw

Proxies to be used at the Meeting must be completed, dated, signed and returned to Computershare Investor Services Inc., Proxy Department, at 14th Floor, 320 Bay Street, Toronto, Ontario M5H 4A6 by 10:00 a.m. Eastern Time on May 20, 2026, or if the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the date to which the Meeting is adjourned or postponed. Telephone voting can be completed at 1-866-732-8683, and Internet voting can be completed at www.investorvote.com.

Non-Registered Shareholders who receive these materials through their broker or other intermediary are requested to follow the instructions for voting provided by their broker or intermediary, which may include the completion and delivery of a voting instruction form.

AND TAKE NOTICE that dissenting shareholders in respect of the proposed Arrangement are entitled to be paid the payout value of their shares in accordance with section 190 of the CBCA. Pursuant to the Interim Order (as defined in the Circular) of the Supreme Court of British Columbia dated April 10, 2026 and the CBCA, a registered holder of common shares of the Company may until 4:00 p.m. Pacific Time on the day which is two days immediately preceding the date of the Meeting give the Company a notice of dissent in the manner provided for in the Interim Order with respect to the Arrangement Resolution. As a result of giving a notice of dissent, a shareholder may, on receiving a notice of implementation of the Arrangement Resolution, require the Company to purchase all of the common shares held by such shareholder in respect of which the notice of dissent was given. These dissent rights are described in the Circular. As described in the Circular, it is a condition precedent to the completion of the Arrangement that less than 1% of the Seabridge Shareholders shall have validly exercised dissent rights in respect of the Arrangement.

DATED at Toronto, Ontario, this 30^th day of March, 2026.

BY ORDER OF THE BOARD

SEABRIDGE GOLD INC.

“Rudi P. Fronk”

Rudi P. Fronk

Chairman and CEO

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Table of Contents

Capitalized terms hereinafter used are defined in the Glossary of Terms or elsewhere in the Circular.

GENERAL DISCLOSURE INFORMATION

No person has been authorized by the Company to give any information or make any representations in connection with the Arrangement herein described other than those contained in this Circular and, if given or made, any such information or representation must not be relied upon as having been authorized by Seabridge or Valor, as applicable.

References to “management” in this Circular mean the executive officers of Seabridge, as applicable. Any statements in this Circular made by or on behalf of management are made in such persons’ capacities as officers of the Company, as applicable, and not in their personal capacities.

A Shareholder should rely only on the information contained in this Circular and should not rely on certain parts of this Circular to the exclusion of others. The information contained in this Circular is accurate only as of the date of this Circular, regardless of the time of delivery of this Circular.

This Circular does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation. Neither delivery of this Circular nor any distribution of the securities referred to in this Circular shall, under any circumstances, create an implication that there has been no change in the information set forth herein since the date of this Circular.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This Circular and the documents incorporated into this Circular by reference contain forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian and U.S. securities legislation, including the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included herein including, without limitation, statements with respect to the Arrangement, the covenants of Seabridge, the timing for the implementation of the Arrangement and the potential benefits of the Arrangement, the likelihood of the Arrangement being completed, principal steps of the Arrangement, the timing of future activities of and developments related to, Seabridge and Valor, Seabridge’s and Valor’s anticipated business plans, Shareholder approval of the Arrangement, regulatory approval of the Arrangement, listing of the Valor Shares on the Toronto Stock Exchange (the “TSX”), listing of the Valor Shares on the OTCQB Venture Market (USA), participation of the Shareholders in the Spin-Out Assets, ability of Valor to develop the Spin-Out Assets, the liquidity of Seabridge Shares and Valor Shares following the Effective Time, costs and timing of exploration and development and capital expenditures related thereto, planned exploration activities, success of exploration activities, estimated exploration budgets, market position, financial and business prospects and financial outlooks of Seabridge and Valor are forward-looking statements.

Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might”, or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements and are intended to identify forward-looking statements, which include statements relating to, among other things, the ability of Seabridge or Valor to continue to successfully compete in the market.

These forward-looking statements are based on the beliefs of Seabridge’s management, as well as on assumptions, which such management believes to be reasonable based on information currently available at the time such statements were made. However, there can be no assurance that the forward-looking statements will prove to be accurate. Such assumptions and factors include, among other things, the satisfaction of the terms and conditions of the Arrangement including the approval of the Arrangement’s fairness by the Court, and the receipt of the required governmental and regulatory approvals and consents.

By their nature, forward-looking statements are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Seabridge or Valor to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements are subject to a variety of risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation: the Arrangement Agreement may be terminated in certain circumstances, general business, economic, competitive, political, regulatory and social uncertainties, gold price volatility, uncertainty related to mineral exploration properties, risks related to the ability to finance the continued exploration of mineral properties, risks related to Seabridge and Valor not having any proven or provable mineral reserves, history of losses of Seabridge and expectation of future losses for Seabridge and Valor, risks related to factors beyond the control of Seabridge or Valor, limited business history of Valor, risks and uncertainties associated with exploration and mining operations, risks related to the ability to obtain adequate financing for planned development activities, lack of infrastructure at mineral exploration properties, risks and uncertainties relating to the interpretation of drill results and the geology, grade and continuity of mineral deposits, uncertainties related to title to mineral properties and the acquisition of surface rights, risks related to governmental regulations, including environmental laws and regulations and liability and obtaining permits and licences, future changes to environmental laws and regulations, unknown environmental risks for past activities, commodity price fluctuations, risks related to reclamation activities on mineral properties, risks related to political instability and unexpected regulatory change, currency fluctuations and risks associated with a fixed exchange ratio, influence of third party stakeholders, conflicts of interest, risks related to dependence on key individuals, risks related to the involvement of some of the directors and officers of Seabridge and Valor with other natural resource companies, enforceability of claims, the ability to maintain adequate control over financial reporting, risks related to the Seabridge Shares and Valor Shares, including price volatility due to events that may or may not be within such parties’ control, disruptions or changes in the credit or security markets, risks related to joint venture operations, actual results of current exploration activities, reserve and resource estimate risk, actual results of current reclamation activities, conclusions of economic evaluations, changes in project parameters as plans continue to be refined, changes in labour costs or other costs of production, labour disputes and other risks of the mining industry, delays in obtaining governmental approvals or financing or in the completion of development or construction activities, the ability to renew existing licenses or permits or obtain required licenses and permits, mining operational and development risk, litigation risks, speculative nature of gold exploration, risks relating to the possibility that such number of Shareholders may exercise their dissent rights so as to cause the Board to believe that completion of the Arrangement would not be in the best interests of Seabridge, risks related to instability in the global economic climate, and community and non-governmental actions and regulatory risks.

This list is not exhaustive of the factors that may affect any of forward-looking statements of Seabridge and Valor. Forward-looking statements are statements about the future and are inherently uncertain. Actual results could differ materially from those projected in the forward-looking statements as a result of the matters set out or incorporated by reference in this Circular generally and certain economic and business factors, some of which may be beyond the control of Seabridge and Valor. Some of the important risks and uncertainties that could affect forward-looking statements are described further below under the heading “Particulars of Other Matters to be Acted Upon – The Arrangement – Arrangement Risk Factors” and in Appendix “G” to this Circular under the heading “Information Regarding Valor – Risk Factors”.

Certain of the forward-looking statements and forward-looking information and other information contained herein concerning the mining industry and Seabridge’s general expectations concerning the mining industry, Seabridge, and Valor, are based on estimates prepared by Seabridge or Valor using data from publicly available industry sources as well as from market research and industry analysis and on assumptions based on data and knowledge of this industry which Seabridge believes to be reasonable. However, although generally indicative of relative market positions, market shares and performance characteristics, these data are inherently imprecise. While Seabridge is not aware of any misstatement regarding any industry data presented herein, the mining industry involves risks and uncertainties that are subject to change based on various factors.

All forward-looking information attributable to Seabridge or Valor, or persons acting on their behalf, is expressly qualified in their entirety by the cautionary statements set forth above. Readers of this Circular are cautioned not to place undue reliance on the forward-looking information contained in this Circular which reflect the analysis of the management of Seabridge and Valor, as applicable, as of the date of this Circular. Neither Seabridge nor Valor undertakes any obligation to update forward-looking information except as required by applicable securities laws.

At the Meeting, you will be asked to consider and, if deemed advisable, approve the Arrangement Resolution, the full text of which is reproduced in Appendix “A” of this Circular in respect of the Arrangement. If the Arrangement Resolution is passed, Seabridge Shareholders will also be asked to consider and, if deemed advisable, approve the Valor Incentive Plan Resolution, the full text of which is set out under the heading “Particulars of Matters to be Acted Upon – Valor Incentive Plan Resolution” on page 50.

DATE OF INFORMATION

Information contained in this Circular is as at March 30, 2026, unless otherwise indicated.

REPORTING CURRENCIES AND ACCOUNTING PRINCIPLES

The historical financial statements of Valor contained in this Circular are reported in Canadian dollars and have been prepared in accordance with IFRS. All references to dollar amounts in this Circular are to Canadian dollars unless stated otherwise or the context otherwise requires.

GLOSSARY

For the purposes of this section, the following terms shall have the meanings ascribed thereto:

“ACB” has the meaning ascribed thereto under “Principal Canadian Federal Income Tax Consequences – Holders Resident in Canada – Alterations to Share Structure and the Seabridge Articles and Re-Designation of the Seabridge Shares”;

“allowable capital loss” has the meaning ascribed thereto under “Principal Canadian Federal Income Tax Consequences – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses”;

“Arrangement” means an arrangement under the provisions of Section 192 of the CBCA, on the terms and conditions set forth in the Plan of Arrangement;

“Arrangement Agreement” means the arrangement agreement between Seabridge and Valor dated March 23, 2026, including the Exhibits and the Appendices thereto as the same may be supplemented or amended from time to time;

“Arrangement Provisions” means Part XV, Section 192 of the Act;

“Arrangement Resolution” means the resolution to be approved by the Shareholders, substantially in the form and content set out in Appendix “A” to this Circular;

“Award” has the meaning ascribed thereto under “Appendix ‘G’ – Information Regarding Valor – Valor Incentive Plan”;

“Beneficial Seabridge Shareholder” means a beneficial owner of Seabridge Shares who holds such shares through an Intermediary and whose name does not appear on the share register of Seabridge as the registered holder of such shares;

“Board” means the board of directors of Seabridge;

“Business Day” means a day which is not a Saturday, Sunday or statutory holiday in Toronto, Ontario;

“CBCA” means Canada Business Corporations Act and the regulations promulgated thereunder, as amended from time to time;

“CDS” means the Canadian Depository for Securities; “CEO” means the Chief Executive Officer;

“CFO” means the Chief Financial Officer; “Chairman” means the chairman of the Board;

“Circular” means this management information circular, together with the accompanying Notice of Meeting and form of proxy;

“Code of Conduct and Ethics” means Valor’s code of business conduct and ethics as outlined under the heading “Code of Ethics, Governance Policies and Corporate Policies on page G-27 of Appendix “G”;

“Convention” has the meaning ascribed thereto under “Principal Canadian Federal Income Tax Consequences – Holders Not Resident in Canada - Taxation of Dividends”;

“Courageous Lake Project” or the “Project” means the Courageous Lake project comprising 50,228 hectares of mineral leases and mining claims located 240 km northeast of Yellowknife, NWT, currently held indirectly by Seabridge through SNWT and which will be owned and advanced by Valor indirectly through SNWT after the Arrangement;

“Court” means the Supreme Court of British Columbia;

“CRA” means the Canada Revenue Agency;

“Demand for Payment” has the meaning ascribed thereto under “Particulars of Other Matters to be Acted Upon – The Arrangement – Dissent Rights”;

“Depositary” means Computershare Investor Services Inc.;

“Director” means a director of Seabridge;

“Dissent Procedures” means the rules pertaining to the exercise of Dissent Rights as set forth in Section 190 of Part XV of the CBCA and Article 5 of the Plan of Arrangement;

“Dissent Rights” means the rights of dissent granted in favour of registered holders of Seabridge Shares in accordance with Article 5 of the Plan of Arrangement;

“Dissent Share” has the meaning ascribed thereto under “Particulars of Other Matters to be Acted Upon – The Arrangement – Steps in the Arrangement”;

“Dissenting Non-Resident Holder” has the meaning ascribed thereto under “Principal Canadian Federal Income Tax Consequences – Holders Not Resident in Canada – Dissenting Non-Resident Holders”;

“Dissenting Resident Holder” has the meaning ascribed thereto under “Principal Canadian Federal Income Tax Consequences – Holders Resident in Canada – Dissenting Shareholders”;

“Dissenting Shareholder” means a registered holder of Seabridge Shares who dissents in respect of the Arrangement in strict compliance with the Dissent Procedures and who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights;

“DRS Advices” means Direct Registration System Advices;

“DSU” means deferred share units granted pursuant to the Valor Incentive Plan;

“Effective Date” means the date upon which the Arrangement becomes effective in accordance with the Plan of Arrangement and the Final Order, as the Board may determine;

“Effective Time” means 12:01 a.m. Pacific Time on the Effective Date or such other time on the Effective Date as agreed to in writing by Seabridge or Valor;

“Electing U.S. Shareholder” has the meaning ascribed thereto under “Material United States Federal Income Tax Considerations – U.S. Federal Income Tax Considerations Applicable to U.S. Holders Regarding the Arrangement – Potential Application of the Passive Foreign Investment Company Rules to the Arrangement”;

“Eligible Director” has the meaning ascribed thereto under “Appendix ‘G’ – Information Regarding Valor – Valor Incentive Plan “;

“ESG” means environmental, social and governance;

“Exchanged Securities” has the meaning ascribed thereto under “Particulars of Other Matters to be Acted Upon – The Arrangement – U.S. Securities Laws and Resale of Securities”;

“Executives” has the meaning ascribed thereto under “Appendix ‘G’ – Information Regarding Valor – Corporate Governance Disclosure – Compensation Committee”;

“Extension Period” has the meaning ascribed thereto under “Appendix ‘G’ – Information Regarding Valor – Valor Incentive Plan “;

“Fairness Opinion” means the fairness opinion delivered by RBC to the Board, a full copy of which is attached as Appendix “F”;

“Final Order” means the final order of the Court approving the Arrangement;

“First Tax Return” has the meaning ascribed thereto under “Principal Canadian Federal Income Tax Consequences – Holders Resident in Canada – Eligibility for Investment – New Seabridge Shares and Valor Shares”;

“Foreign Tax Credit Regulations” has the meaning ascribed thereto under “Material United States Federal Income Tax Considerations – Additional Tax Considerations – Foreign Tax Credit”;

“GAAP” means the Generally Accepted Accounting Principles;

“Gold Stream Agreement” means the Gold Purchase Agreement to be entered into between Seabridge and Valor on the Effective Date, in substantially the form attached hereto as Schedule “3” to the Arrangement Agreement, pursuant to which Valor, in consideration for the payment by Seabridge of an upfront deposit of US$3,591,000 (approximately C$4,900,000), shall sell and deliver to Seabridge 10% of the refined gold produced from the Courageous Lake Project at a cash Purchase Price (as defined in the Gold Stream Agreement) of US$4,000 per ounce, in each case when the quarterly average market price of gold equals or exceeds US$4,000 per ounce, provided that Valor shall have no right to convert, buy back, or otherwise reacquire Seabridge’s rights under the agreement;

“Guarantees” means, collectively, (i) the Guarantee Agreement dated July 26, 2002 between Seabridge and Newmont, pursuant to which Seabridge guarantees the secured obligations of SNWT under an Instrument of Delivery dated effective July 26, 2002 between SNWT and Newmont relating to a SNWT Debenture dated July 26, 2002 held by Newmont in the principal amount of US$21,420,000, which was subsequently assigned by Newmont to Franco Nevada, and (ii) the Guarantee Agreement dated July 26, 2002 between Seabridge and Total Resources, pursuant to which Seabridge guarantees the secured obligations of SNWT under an Instrument of Delivery dated effective July 26, 2002 between SNWT and Total Resources relating to a SNWT Debenture dated July 26, 2002 held by Total Resources in the principal amount of US$20,580,000;

“Holder” has the meaning ascribed thereto under “Principal Canadian Federal Income Tax Consequences”;

“ICD” means the Institute of Corporate Directors;

“IFRS” means the International Financial Reporting Standards;

“Intercorporate Debt” has the meaning ascribed thereto under “Particulars of Other Matters to be Acted Upon – The Arrangement – The Arrangement Agreement”;

“Interim Order” means the interim order of the Court approving the Meeting to approve the Arrangement;

“IRS” has the meaning ascribed thereto under “Material United States Federal Income Tax Considerations”;

“Intermediary” has the meaning ascribed thereto under “Non-Registered Holders”;

“KSM” means KSM Mining Inc, a company existing under the laws of British Columbia and a wholly owned subsidiary of Seabridge;

“KSM Project” means the Kerr-Sulphurets-Mitchell project comprising mining leases and mineral claims located in British Columbia, Canada, held indirectly by Seabridge through KSM;

“Latest RSU Expiry Date” has the meaning ascribed thereto under “Appendix ‘G’ – Information Regarding Valor – Valor Incentive Plan “;

“LTI” has the meaning ascribed thereto under “Appendix ‘G’ - Information Regarding Valor - Executive Compensation”;

“Management Proxyholders” has the meaning ascribed thereto under “Appointment of Proxyholder”;

“Mark-to-Market Election” has the meaning ascribed thereto under “Material United States Federal Income Tax Considerations – U.S. Federal Income Tax Considerations Applicable to U.S. Holders Regarding the Arrangement – Potential Application of the Passive Foreign Investment Company Rules to the Arrangement”;

“MD&A” means management’s discussion and analysis relating to Valor’s financial statements;

“Meeting” means the special meeting of Shareholders, including any adjournment or postponement thereof, to be held on May 22, 2026 for the purposes of, among other things, obtaining Shareholder approval of the Arrangement;

“MLI” has the meaning ascribed thereto under “Principal Canadian Federal Income Tax Consequences – Holders Not Resident in Canada - Exchange of Old Seabridge Shares for New Seabridge Shares and Valor Shares”;

“Named Executive Officer” or “NEO” has the meaning ascribed thereto under “Executive Compensation “;

“New Seabridge Shares” has the meaning ascribed thereto under “Summary of Circular – Steps in the Arrangement”;

“Newmont” means Newmont Canada Limited;

“Franco Nevada” means Franco Nevada Canada Corporation;

“NI 52-110” means National Instrument 52-110 – Audit Committees;

“Non-Electing Shareholder” has the meaning ascribed thereto under “Material United States Federal Income Tax Considerations – U.S. Federal Income Tax Considerations Applicable to U.S. Holders Regarding the Arrangement – Potential Application of the Passive Foreign Investment Company Rules to the Arrangement”;

“NOBO” has the meaning ascribed thereto under “Non-Registered Holders”;

“Non-Resident Holder” has the meaning ascribed thereto under “Principal Canadian Federal Income Tax Consequences – Holders Not Resident in Canada”;

“Non-Registered Shareholder” means a Seabridge Shareholder who is not a Registered Seabridge Shareholder;

“Notice of Meeting” means the notice of meeting to be sent to Shareholders in connection with the Meeting;

“NYSE” means the New York Stock Exchange;

“OBO” has the meaning ascribed thereto under “Non-Registered Holders”;

“Offer to Pay” has the meaning ascribed thereto under “Particulars of Other Matters to be Acted Upon – The Arrangement – Dissent Rights”;

“Old Seabridge Shares” has the meaning ascribed thereto under “Particulars of Other Matters to be Acted Upon – The Arrangement – Steps in the Arrangement”;

“Order” has the meaning ascribed thereto under “Appendix ‘G’ – Information Regarding Valor – Directors and Officers - Corporate Cease Trade Orders, Bankruptcies, Penalties or Sanctions or Individual Bankruptcies”;

“party” means either Seabridge or Valor and “parties” means, collectively, Seabridge and Valor;

“person” means and includes a party, individuals, corporations, bodies corporate, limited or general partnerships, joint stock companies, limited liability corporations, joint ventures, associations, companies, trusts, banks, trust companies, government or any other type of organization, whether or not a legal entity;

“PFIC” has the meaning ascribed thereto under “Material United States Federal Income Tax Considerations – U.S. Federal Income Tax Considerations Applicable to U.S. Holders Regarding the Arrangement – Potential Application of the Passive Foreign Investment Company Rules to the Arrangement”;

“PFIC asset test” has the meaning ascribed thereto under “Material United States Federal Income Tax Considerations – U.S. Federal Income Tax Considerations Applicable to U.S. Holders Regarding the Arrangement – Potential Application of the Passive Foreign Investment Company Rules to the Arrangement”;

“PFIC income test” has the meaning ascribed thereto under “Material United States Federal Income Tax Considerations – U.S. Federal Income Tax Considerations Applicable to U.S. Holders Regarding the Arrangement – Potential Application of the Passive Foreign Investment Company Rules to the Arrangement”;

“Plan of Arrangement” means the plan of arrangement attached as Schedule “1” to the Arrangement Agreement and any amendment or variation thereto made in accordance thereof;

“QEF” has the meaning ascribed thereto under “Material United States Federal Income Tax Considerations – U.S. Federal Income Tax Considerations Applicable to U.S. Holders Regarding the Arrangement – Potential Application of the Passive Foreign Investment Company Rules to the Arrangement”;

“QEF Election” has the meaning ascribed thereto under “Material United States Federal Income Tax Considerations – U.S. Federal Income Tax Considerations Applicable to U.S. Holders Regarding the Arrangement – Potential Application of the Passive Foreign Investment Company Rules to the Arrangement”;

“PUC” has the meaning ascribed thereto under “Principal Canadian Federal Income Tax Consequences – Holders Resident in Canada - Exchange of Old Seabridge Shares for New Seabridge Shares and Valor Shares”;

“RBC” means RBC Dominion Securities Inc.;

“RDSP” has the meaning ascribed thereto under “Principal Canadian Federal Income Tax Consequences – Holders Resident in Canada - Eligibility for Investment – New Seabridge Shares and Valor Shares “;

“Record Date” has the meaning ascribed thereto under “Voting Securities and Principal Holders Thereof”;

“Registered Plans” has the meaning ascribed thereto under “Principal Canadian Federal Income Tax Consequences – Holders Resident in Canada - Eligibility for Investment – New Seabridge Shares and Valor Shares “;

“Registered Seabridge Shareholder” means a registered holder of Seabridge Shares;

“Resident Holder” has the meaning ascribed thereto under “Principal Canadian Federal Income Tax Consequences – Holders Resident in Canada”;

“RESP” has the meaning ascribed thereto under “Principal Canadian Federal Income Tax Consequences – Holders Resident in Canada - Eligibility for Investment – New Seabridge Shares and Valor Shares “;

“RRIF” has the meaning ascribed thereto under “Principal Canadian Federal Income Tax Consequences – Holders Resident in Canada - Eligibility for Investment – New Seabridge Shares and Valor Shares “;

“RRSP” has the meaning ascribed thereto under “Principal Canadian Federal Income Tax Consequences – Holders Resident in Canada - Eligibility for Investment – New Seabridge Shares and Valor Shares “;

“RSU” means restricted share units granted pursuant to the Valor Incentive Plan;

“RSU Participant” means a holder of RSUs under the Valor Incentive Plan;

“Seabridge” or “Company” means Seabridge Gold Inc.;

“Seabridge Articles” means the articles of the Company;

“Seabridge Class A Shares” has the meaning ascribed thereto under “Summary of Circular – Steps in the Arrangement”;

“Seabridge Shareholders” or “Shareholders” means the holders of Seabridge Shares;

“Seabridge Shares”, “Seabridge Common Shares” or “Shares” means the common shares of Seabridge;

“Section 3(a)(10) Exemption” means the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act;

“securities” has the meaning ascribed thereto under “Appendix ‘G’ – Information Regarding Valor – Corporate Governance Disclosure - Code of Ethics, Governance Policies and Corporate Policies “;

“Securities Laws” means all applicable securities laws of Canada and the United States, including the Securities Act, the U.S. Securities Act and the U.S. Exchange Act, together with all other applicable provincial and state securities laws, rules and regulations and published policies thereunder, as now in effect and as they may be promulgated or amended from time to time;

“Security Holders” means Seabridge Shareholders; for certain procedural descriptions following the Effective Time, the term may also refer to holders of Valor Shares as the context requires;

“SEDAR+” means the System for Electronic Document Analysis and Retrieval;

“Share Exchange” has the meaning ascribed thereto under “Principal Canadian Federal Income Tax Consequences – Holders Resident in Canada - Exchange of Old Seabridge Shares for New Seabridge Shares and Valor Shares”;

“SNWT” means Seabridge Gold (NWT) Inc., a company existing under the laws of Canada and a wholly owned subsidiary of Seabridge;

“Spin-Out Assets” means the 100% interest of Seabridge in the Courageous Lake Project;

“STI” has the meaning ascribed thereto under “Appendix ‘G’ – Information Regarding Valor – Executive Compensation”;

“Subject Securities” has the meaning ascribed thereto under “Principal Canadian Federal Income Tax Consequences”;

“Subsidiary PFIC” has the meaning ascribed thereto under “Material United States Federal Income Tax Considerations – U.S. Federal Income Tax Considerations Applicable to U.S. Holders Regarding the Ownership and Disposition of New Seabridge Shares and Valor Spin-Out Shares – Potential Application of the Passive Foreign Investment Company Rules to the Arrangement – Passive Foreign Investment Company Rules”;

“Tax Act” means the Income Tax Act (Canada);

“Tax Proposals” has the meaning ascribed thereto under “Principal Canadian Federal Income Tax Consequences”;

“taxable capital gain” has the meaning ascribed thereto under “Principal Canadian Federal Income Tax Consequences – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses”;

“Technical Report” has the meaning ascribed thereto under “Appendix ‘G’ – Information Regarding Valor – Description of the Courageous Lake Project”;

“TFSA” has the meaning ascribed thereto under “Principal Canadian Federal Income Tax Consequences – Holders Resident in Canada - Eligibility for Investment – New Seabridge Shares and Valor Shares “;

“Total Resources” means Total Resources (Canada) Limited;

“Treasury Regulations” has the meaning ascribed thereto under “Material United States Federal Income Tax Considerations”;

“TSX” means the Toronto Stock Exchange;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

“U.S. Holder” has the meaning ascribed thereto under “Material United States Federal Income Tax Considerations – U.S. Holders”;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended;

“U.S. Tax Code” has the meaning ascribed thereto under “Material United States Federal Income Tax Considerations”;

“Valor” means “Valor Gold Corp.”, a company existing under the laws of Canada and a wholly owned subsidiary of Seabridge;

“Valor Board” means the board of directors of Valor;

“Valor Incentive Plan” has the meaning ascribed thereto under “Appendix ‘G’ – Information Regarding Valor – Consolidated Capitalization”;

““Valor Incentive Plan Resolution” means the ordinary resolution of Seabridge Shareholders approving the Valor Incentive Plan, as it may be amended or varied at or at any time prior to the Meeting, to be considered at the Meeting, and the full text of which is set out under “Particulars of Matters to be Acted Upon – Valor Incentive Plan Resolution”;

“Valor Shareholders” means the holders of Valor Shares;

“Valor Shares” means the common shares of Valor; and

“Valor Spin-Out Shares” means the Valor Shares to be issued to Seabridge as consideration for the common shares of Valor, which shares will be subsequently distributed by Seabridge to Seabridge Shareholders in accordance with the Plan of Arrangement.

SUMMARY OF CIRCULAR

The following summary is qualified in its entirety by the more detailed information appearing elsewhere in this Circular, including the Appendices which form part of this Circular. Capitalized terms used in this Summary are defined in the Glossary of Terms immediately preceding this summary.

THE MEETING

The Meeting will be held in Salon 1, 19th Floor, Fairmont Royal York Hotel, 100 Front Street West, Toronto, Ontario, Canada on May 22, 2026, at 10:00 a.m. Eastern Daylight Time for the purposes set forth in the Notice of Meeting. At the Meeting, Seabridge Shareholders will consider and vote upon the Arrangement under section 192 of the CBCA involving Seabridge, its securityholders and Valor pursuant to the Arrangement Resolution. See “Particulars of Other Matters to be Acted Upon” on page 26. If the Arrangement Resolution is passed, Seabridge Shareholders will also be asked to consider and, if deemed advisable, approve the Valor Incentive Plan Resolution, the full text of which is set out under the heading “Particulars of Matters to be Acted Upon – Valor Incentive Plan Resolution” on page 50.

THE ARRANGEMENT

The purpose of the Arrangement and the related transactions is to reorganize Seabridge into two separate companies:

The Arrangement would result in, among other things, participating Seabridge Shareholders holding, immediately following completion of the Arrangement, the New Seabridge Shares and Valor Shares in proportion to their holdings of Seabridge Shares at the Effective Time.

FAIRNESS OPINION

Based upon and subject to the assumptions, limitations and qualifications set out in the Fairness Opinion, RBC is of the opinion that, as of March 4, 2026, the consideration to be received under the Arrangement is fair, from a financial point of view, to the Seabridge Shareholders.

The full text of the Fairness Opinion, setting out the assumptions made, matters considered and limitations and qualifications on the review undertaken in connection with the Fairness Opinion, is attached as Appendix “F” to this Circular. The summary of the Fairness Opinion in this Circular is qualified in its entirety by reference to the full text of the Fairness Opinion.

STEPS IN THE ARRANGEMENT

Under the Plan of Arrangement, commencing at the Effective Time, each of the events set out below shall occur and shall be deemed to occur in the following sequence or as otherwise provided below or herein, without any further act or formality, notwithstanding anything contained in the provisions attaching to any of the securities of Seabridge or Valor, but subject to the provision of Article 5 of the Arrangement Agreement:

See “Particulars of Other Matters to be Acted Upon – The Arrangement – Steps in the Arrangement” on page 28.

RECOMMENDATION OF THE BOARD

The Board, having reviewed the Plan of Arrangement and related transactions and considered, among other things, the reasons for the Arrangement, has unanimously determined that the Arrangement is in the best interests of Seabridge and the Seabridge Shareholders. The Board recommends that Seabridge Shareholders vote FOR the Arrangement Resolution.

See further details under the section entitled “Particulars of Other Matters to be Acted Upon – The Arrangement – Recommendation of the Board” on page 29.

CONDITIONS TO THE ARRANGEMENT

Completion of the Arrangement is subject to a number of specified mutual conditions being met on or before the Effective Time, including, but not limited to:

See further details under “Particulars of Other Matters to be Acted Upon – The Arrangement – The Arrangement Agreement – Conditions to the Arrangement” on page 31.

COURT APPROVAL

An arrangement under the CBCA requires approval of the Court. Prior to mailing this Circular, Seabridge obtained the Interim Order, which provides for the calling and holding of the Meeting, Dissent Rights and certain other procedural matters. A copy of the Interim Order is attached as Appendix “C”.

Subject to the approval of the Arrangement Resolution by Seabridge Shareholders at the Meeting, the hearing for the Final Order is currently scheduled to take place on May 27, 2026 at 9:45 a.m. Pacific Time in Vancouver, British Columbia. At the hearing, any Security Holder who wishes to participate or be represented or present arguments or evidence may do so by serving a response to petition in compliance with the Interim Order.

See further details under “Particulars of Other Matters to be Acted Upon – The Arrangement – The Arrangement Agreement – Court Approval of the Arrangement” on page 34.

REGULATORY APPROVALS

The Seabridge Shares are listed and posted for trading on the TSX. The Arrangement is subject to the acceptance of the TSX and Seabridge will not proceed with the Arrangement if regulatory acceptance or approval is not obtained.

Seabridge intends to apply to the TSX to have the Valor Shares listed and posted for trading on the TSX. Listing is subject to the approval of the TSX. There can be no assurance as to if, or when, the Valor Shares will be listed or traded on the TSX or any other stock exchange. It is a condition of the Arrangement that the TSX shall have conditionally approved the listing of the Valor Shares, however such condition may be mutually waived by Seabridge and Valor at any time.

SEABRIDGE FOLLOWING THE ARRANGEMENT

Following completion of the Arrangement, Seabridge will continue its current business as a mineral acquisition and exploration company. The New Seabridge Shares will trade on the TSX under the symbol “SEA” and on the NYSE under the symbol “SA”.

VALOR FOLLOWING THE ARRANGEMENT

Upon completion of the Arrangement, Valor will own and operate the Spin-Out Assets. For a detailed description of Valor following the completion of the Arrangement, see Appendix “G” – Information Regarding Valor.

CANADIAN SECURITIES LAWS AND RESALE OF SECURITIES

Valor will be a reporting issuer in each of the provinces and territories in which Seabridge is a reporting issuer on completion of the Arrangement, and Valor intends to apply to the TSX to have the Valor Shares listed and posted for trading on the TSX.

The issuance of the Valor Shares to Shareholders pursuant to the Arrangement will constitute a distribution of securities which is exempt from the registration and prospectus requirements of Canadian securities legislation. The Valor Shares received by Shareholders pursuant to the Arrangement may be resold in each of the provinces and territories of Canada provided that (i) the trade is not a “control distribution” as defined in National Instrument 45-102 - Resale of Securities; (ii) no unusual effort is made to prepare the market or create a demand for those securities; (iii) no extraordinary commission or consideration is paid in respect of that sale; and (iv) if the selling securityholder is an insider or officer of Valor, the selling securityholder has no reasonable grounds to believe that Valor is in default of securities legislation.

See further details under “Particulars of Other Matters to be Acted Upon – The Arrangement – Canadian Securities Laws and Resale of Securities” on page 36.

U.S. SECURITIES LAWS AND RESALE OF SECURITIES

The Exchanged Securities to be received by Security Holders pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act or applicable state securities laws, and are being issued in reliance on the exemption from the registration requirements of the U.S. Securities Act set forth in Section 3(a)(10) thereof on the basis of the approval of the Court, and similar exemptions from registration under applicable state securities laws. Section 3(a)(10) of the U.S. Securities Act exempts the issuance of any securities issued in exchange for one or more bona fide outstanding securities from the general requirement of registration under the U.S. Securities Act where the terms and conditions of the issuance and exchange of such securities have been approved by a court of competent jurisdiction that is expressly authorized by law to grant such approval, after a hearing upon the procedural and substantive fairness of the terms and conditions of such issuance and exchange to those to whom the securities will be issued, at which all persons to whom it is proposed to issue the securities have the right to appear and receive timely and adequate notice thereof. The Court is authorized to conduct a hearing at which the procedural and substantive fairness of the terms and conditions of the Arrangement will be considered. The Court issued the Interim Order on April 10, 2026 and, subject to the approval of the Arrangement by the Shareholders, a hearing of the application for the Final Order will be held on or about May 27, 2026 at 9:45 a.m. Pacific Time. All Security Holders are entitled to appear and be heard at this hearing and there will not be any improper impediments to the appearance by those securityholders at the hearing. The Final Order will constitute a basis for the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof and comparable state securities laws with respect to the Exchanged Securities. Prior to the hearing on the Final Order, the Court will be informed of this effect of the Final Order. The Final Order approving the Arrangement that is obtained from the Court will state substantially to the effect that the terms and conditions of the Arrangement are approved by the Court as being fair, substantively and procedurally, to the Security Holders entitled to receive Exchanged Securities.

The New Seabridge Shares and the Valor Spin-Out Shares will be freely tradable under U.S. federal Securities Laws, except by persons who are “affiliates” of Seabridge or Valor, as applicable, within 90 days prior to completion of the Arrangement or “affiliates” of Seabridge or Valor, as applicable, following completion of the Arrangement. Persons who may be deemed to be “affiliates” of an issuer include individuals or entities that control, are controlled by, or are under common control with, the issuer, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer.

See further details under “Particulars of Other Matters to be Acted Upon – The Arrangement – U.S. Securities Laws and Resale of Securities” on page 37.

SIGNIFICANT POSITIONS AND SHAREHOLDINGS

In considering the recommendation of the Board with respect to the Arrangement, Shareholders should be aware that certain members of Seabridge’s senior management and the Board have certain interests in connection with the Arrangement that may present them with actual or potential conflicts of interest in connection with the Arrangement.

See further details under “Particulars of Other Matters to be Acted Upon – The Arrangement – Significant Positions and Shareholdings” on page 39.

RISK FACTORS

Shareholders should be aware that there are various known and unknown risk factors in connection with the Arrangement and the ownership of New Seabridge Shares and Valor Shares following the completion of the Arrangement. Shareholders should carefully consider the risks identified in this Circular under the heading “Particulars of Other Matters to be Acted Upon – The Arrangement – Arrangement Risk Factors” and under Appendix “G” – “Information Regarding Valor – Risk Factors” before deciding whether or not to approve the Arrangement Resolution.

DISSENT RIGHTS

Registered Seabridge Shareholders are entitled to exercise Dissent Rights by providing written notice to the Company no later than 4:00 p.m. Pacific Time on May 20, 2026 or two Business Days immediately preceding any date to which the Meeting may be postponed or adjourned in the manner described under the heading “Dissent Rights”. If a Seabridge Shareholder exercises Dissent Rights in strict compliance with the Dissent Procedures (attached as Appendix “E” hereto) and Interim Order and the Arrangement is completed, such Dissenting Shareholder is entitled to be paid the fair value of the Seabridge Shares with respect to which the Dissent Rights were exercised, calculated as of the close of business the day before the approval of the Arrangement Resolution. Seabridge Shareholders should carefully read the section of this Circular entitled “Dissent Rights” and consult with their advisors if they wish to exercise Dissent Rights.

CERTAIN CANADIAN INCOME TAX CONSIDERATIONS

A summary of certain Canadian federal income tax considerations for Seabridge Shareholders who participate in the Arrangement is set out under the heading “Principal Canadian Federal Income Tax Consequences”.

Seabridge Shareholders should carefully review the tax considerations applicable to them under the Arrangement and are urged to consult their own legal, tax and financial advisors in regard to their particular circumstances.

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

A summary of certain U.S. federal income tax considerations for Seabridge Shareholders who are U.S. taxpayers and who participate in the Arrangement is set out under the heading “Material U.S. Federal Income Tax Considerations”.

Seabridge Shareholders should carefully review the tax considerations applicable to them under the Arrangement and are urged to consult their own legal, tax and financial advisors in regard to their particular circumstances.

FINANCIAL STATEMENTS OF SEABRIDGE AND VALOR

The financial statements of Seabridge for the year ending December 31, 2025 are available on Seabridge’s SEDAR+ profile at www.sedarplus.ca.

The Carve-Out Financial Statements of Valor for the years ended December 31, 2024 and 2023, and the Condensed Interim Carve-Out Financial Statements of Valor for the three and nine months ended September 30, 2025 are set forth in 1)Appendix “H” and 1)Appendix “J”“, respectively.

SEABRIDGE GOLD INC.

106 Front St. East, Suite

400 Toronto, Ontario, M5A 1E1

INFORMATION CIRCULAR

Capitalized terms hereinafter used are defined in the Glossary of Terms or elsewhere in the Circular.

Seabridge Gold Inc. (the “Company”) is providing this Circular (the “Circular”) and a form of proxy in connection with management’s solicitation of proxies for use at the Special Meeting (the “Meeting”) of shareholders of the Company (the “Shareholders”) to be held at Salon 1, 19th Floor, Fairmont Royal York Hotel, 100 Front Street West, Toronto, Ontario, Canada, at 10:00 a.m. Eastern Daylight Time on May 22, 2026 and at any adjournment(s) or postponement(s) thereof. The Company will conduct its solicitation by mail and officers and employees of the Company may, without receiving special compensation, also telephone or make other personal contact. The Company will pay the cost of solicitation.

All dollar amounts referenced herein are expressed in Canadian Dollars unless otherwise stated.

All shareholders are entitled to attend and vote at the Meeting in person or by proxy. Shareholders will also be able to attend and listen to the Meeting via Microsoft Teams by visiting www.microsoft.com/microsoft-teams/join-a-meeting and using the Meeting ID and Passcode below, but will not be able to participate or vote their shares unless they attend in person or vote their shares by proxy.

To LISTEN TO the Meeting, please refer to the following Microsoft Teams instructions:

Meeting ID: 254 434 303 795 816

Meeting Passcode: Gs3Yy2Dw

APPOINTMENT OF PROXYHOLDER

The purpose of a proxy is to designate persons who will vote the proxy on a Shareholder’s behalf in accordance with the instructions given by the Shareholder in the proxy. The persons whose names are printed in the enclosed form of proxy are officers or directors of the Company (the “Management Proxyholders”).

A Shareholder has the right to appoint a person other than a Management Proxyholder to represent the Shareholder at the Meeting by striking out the names of the Management Proxyholders and by inserting the desired person’s name in the blank space provided or by executing a proxy in a form similar to the enclosed form. A proxyholder need not be a Shareholder.

VOTING BY PROXY

Only registered Shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Common shares of the Company (“Shares”) represented by a properly executed proxy will be voted for or against or withheld from voting on each matter referred to in the Notice of Meeting in accordance with the instructions of the Shareholder on any ballot that may be called for and if the Shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly.

If a Shareholder does not specify a choice and the Shareholder has appointed one of the Management Proxyholders as proxyholder, the Management Proxyholder will vote in favour of the matters specified in the Notice of Meeting and in favour of all other matters proposed by management at the Meeting.

The enclosed form of proxy also gives discretionary authority to the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of the Meeting and with respect to other matters which may properly come before the Meeting. As at the date of this Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

COMPLETION AND RETURN OF PROXY

A proxy will not be valid unless the completed, dated and signed proxy is received by Computershare Investor Services Inc., Proxy Department, at 14th Floor, 320 Bay Street, Toronto, Ontario M5H 4A6 by 10:00 a.m. Eastern Time on May 20, 2026 or if the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the date to which the Meeting is adjourned or postponed. Telephone voting can be completed at 1-866-732-8683, voting by fax can be sent to 1-866-249-7775 or 416-263-9524 and Internet voting can be completed at www.investorvote.com.

Late proxies may be accepted or rejected by the Chairman of the Meeting at their discretion and the Chairman of the Meeting is under no obligation to accept or reject any particular late proxy. The Chairman of the Meeting may waive or extend the proxy cut-off without notice.

REVOCABILITY OF PROXY

A Shareholder who has given a proxy may revoke it by an instrument in writing executed by the Shareholder or by the Shareholder’s attorney authorized in writing or, if the Shareholder is a corporation, by a duly authorized officer or attorney of the corporation, and delivered either to the Company, at 106 Front St. East, Suite 400, Toronto, Ontario M5A 1E1 at any time up to and including the last business day preceding the day of the Meeting or any adjournment of it or to the Chairman of the Meeting on the day of the Meeting or any adjournment of it. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

If you are a Non-Registered Shareholder (as defined below), please follow the instructions from your bank, broker or other financial intermediary for instructions on how to revoke your voting instructions.

NON-REGISTERED HOLDERS

Only registered Shareholders of the Company or the persons they appoint as their proxies are permitted to vote at the Meeting. Registered shareholders are holders of Shares whose names appear on the share register of the Company and are not held in the name of a brokerage firm, bank or trust company through which they purchased Shares. Whether or not you are able to attend the Meeting, Shareholders are requested to vote their proxy in accordance with the instructions on the proxy. Most Shareholders are “non-registered” Shareholders (“Non-Registered Shareholders”) because the Shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Shares. The Company’s Shares beneficially owned by a Non-Registered Shareholder are registered either: (i) in the name of an intermediary (an “Intermediary”) that the Non-Registered Shareholder deals with in respect of their Shares of the Company (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans), or (ii) in the name of a clearing agency (such as The Canadian Depository for Securities Limited or The Depository Trust & Clearing Corporation) of which the Intermediary is a participant.

There are two kinds of beneficial owners: those who object to their name being made known to the issuers of securities which they own (called “OBOs” for Objecting Beneficial Owners) and those who do not object (called “NOBOs” for Non-Objecting Beneficial Owners).

Intermediaries are required to forward the Meeting materials to Non-Registered Shareholders unless a Non-Registered Shareholder has waived the right to receive them. Intermediaries often use service companies to forward the Meeting materials to Non-Registered Shareholders. Generally, Non-Registered Shareholders who have not waived the right to receive Meeting materials will either:

In either case, the purpose of these procedures is to permit Non-Registered Shareholders to direct the voting of their Shares which they beneficially own. Should a Non-Registered Shareholder who receives one of the above forms wish to vote at the Meeting in person (or have another person attend and vote on behalf of the Non-Registered Shareholder), the Non-Registered Shareholder should strike out the persons named in the form of proxy and insert their own name or such other person’s name in the blank space provided. Non-Registered Shareholders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or voting instruction form is to be delivered.

A Non-Registered Shareholder may revoke a voting instruction form or a waiver of the right to receive Meeting materials and to vote which has been given to an Intermediary at any time by written notice to the Intermediary provided that an Intermediary is not required to act on a revocation of a voting instruction form or of a waiver of the right to receive Meeting materials and to vote which is not received by the Intermediary at least seven days prior to the Meeting.

In accordance with applicable Securities Laws requirements, the Company has elected to send the Meeting materials to NOBOs. If you are a NOBO, and the Company or its agent has sent these materials to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Intermediary on your behalf. The Company does not intend to pay for Intermediaries to forward the Meeting materials, including proxies or voting information forms, to OBOs and therefore an OBO will not receive the materials with respect to the Meeting unless that OBO’s Intermediary assumes the cost of delivery.

The Company is not sending the Meeting materials to Shareholders using “notice-and-access” as defined under NI 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer.

LETTER OF TRANSMITTAL

If you are a registered shareholder, you are encouraged to complete and return the enclosed Letter of Transmittal together with the certificate(s) representing your common shares and any other required documents and instruments, to the Depositary, Computershare Investor Services Inc. (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.

If you hold your common shares through a broker or other person, please contact that broker or other person for instructions and assistance in receiving the new Company shares and Valor shares in exchange for your common shares upon completion of the Arrangement.

This Circular contains a detailed description of the Arrangement and includes certain other information to assist you in considering the matters to be voted upon. You are urged to carefully consider all of the information in the accompanying Circular including the documents incorporated by reference therein. If you require assistance, you should consult your financial, legal, or other professional advisors.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue an unlimited number of common shares and an unlimited number of preferred shares, of which 107,373,183 common shares were issued and outstanding as at March 30, 2026 (the “Record Date”). Persons who are registered shareholders at the close of business on the Record Date will be entitled to receive notice of and vote at the Meeting and will be entitled to one vote for each share held. The Company has only one class of shares outstanding, being the common shares of the Company.

Under the Company’s constating documents, the quorum for the transaction of business at the Meeting is three (3) persons who are, or who represent by proxy, shareholders entitled to vote at the meeting who hold, in the aggregate, at least thirty-three and one third percent (33 1/3%) of the votes entitled to be cast at the meeting.

To the knowledge of the directors and executive officers of the Company as of the date of this Circular, the only persons who beneficially own, or control or direct, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to any class of voting securities of the Company are as follows.

Pan Atlantic Holdings Ltd. owns 10,673,611 Seabridge Shares representing 9.94% of the outstanding Seabridge Shares, and FCMI Parent Co., which owns all of the shares of Pan Atlantic Holdings Ltd., owns 4,972,625 Seabridge Shares, representing 4.63% of the outstanding Seabridge Shares. In addition, principals of the Friedberg Mercantile Group Ltd. and their foundations own 588,624 Seabridge Shares, representing 0.55% of the Seabridge Shares. Pan Atlantic Holdings Ltd. is ultimately beneficially owned and controlled by Albert D. Friedberg and members of his immediate family. Albert D. Friedberg is the President and a director of Friedberg Mercantile Group Ltd.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

THE ARRANGEMENT

At the Meeting, Shareholders will be asked to consider and, if thought advisable, to pass, the Arrangement Resolution to approve the Arrangement under the CBCA. The Arrangement, the Plan of Arrangement and the terms of the Arrangement Agreement are summarized below. This summary does not purport to be complete and is qualified in its entirety by reference to the Arrangement Agreement and the Plan of Arrangement, which are attached to this Circular as Appendix “B”.

In order to implement the Arrangement, the Arrangement Resolution must be approved by at least 662/3% of the votes cast in respect of the Arrangement Resolution by Shareholders present in person or represented by proxy at the Meeting, on the basis of one vote per Seabridge Share. A copy of the Arrangement Resolution is set out in Appendix “A” of this Circular.

Unless otherwise directed, it is management’s intention to vote FOR the Arrangement Resolution. If you do not specify how you want your Seabridge Shares voted, the persons named as proxyholders will cast the votes represented by your proxy at the Meeting FOR the Arrangement Resolution.

If the Arrangement is approved at the Meeting, the Final Order approving the Arrangement is issued by the Court and the applicable conditions to the completion of the Arrangement are satisfied or waived, the Arrangement will take effect at the Effective Time on the Effective Date.

Background to the Arrangement

Management of Seabridge believes that there is potentially greater value that could be recognized in the Spin-Out Assets if those interests were held and operated separately, rather than continuing to be held solely by Seabridge. After careful consideration including a thorough review of the terms of the Arrangement Agreement, and taking into account the best interests of Seabridge and the impact on the Seabridge Shareholders and in consultation with its legal and financial advisors, as announced by news releases dated December 16, 2025, December 18, 2025 and January 26, 2026, the Board has decided to proceed with the Arrangement in order to meet the objectives set out under the heading “Recommendation of the Board” below.

Seabridge, following the Arrangement, will continue to be engaged in its business of acquiring, exploring and developing its portfolio of mineral properties other than the Courageous Lake Project.

Following completion of the Arrangement, Seabridge Shareholders will continue to hold Seabridge Shares and will be issued Valor Shares on a pro-rata basis in exchange for the Seabridge Shares they hold.

In connection with the Arrangement, Valor will acquire Seabridge’s 100% interest in the Courageous Lake Project. Valor will be in the business of quality, high-grade gold projects located in Canada, with an objective to create value through mineral exploration. This includes the discovery and advancement of mineral deposits with mine development potential. Valor has planned work programs for the Courageous Lake Project, which will be Valor’s only material mineral property upon completion of the Arrangement.

On March 23, 2026, Seabridge and Valor entered into the Arrangement Agreement. See below under the heading “Particulars of Other Matters to be Acted Upon – The Arrangement - The Arrangement Agreement” on page 31.

Arrangement

At the Meeting, Seabridge Shareholders will be asked to consider and, if thought advisable, to pass, the Arrangement Resolution to approve the Arrangement under the CBCA pursuant to the terms of the Arrangement Agreement and the Plan of Arrangement. The Arrangement, the Plan of Arrangement and the terms of the Arrangement Agreement are summarized below. This summary does not purport to be complete and is qualified in its entirety by reference to the Arrangement Agreement and the Plan of Arrangement, which have been filed by Seabridge under its profile on SEDAR+ at www.sedarplus.ca, and which are attached to this Circular as Appendix “B”.

In order to implement the Arrangement, the Arrangement Resolution must be approved by at least 662/3% of the votes cast by the Seabridge Shareholders present in person or by proxy at the Meeting. A copy of the Arrangement Resolution is set out in Appendix “A” of this Circular.

Unless otherwise directed, it is management’s intention to vote FOR the Arrangement Resolution. If you do not specify how you want your Seabridge Shares voted, the persons named as proxyholders will cast the votes represented by your proxy at the Meeting FOR the Arrangement Resolution.

If the Arrangement is approved at the Meeting and the Final Order approving the Arrangement is issued by the Court and the applicable conditions to the completion of the Arrangement are satisfied or waived, the Arrangement will take effect commencing at the Effective Time (which will be at 12:01 a.m. Pacific Time) on the Effective Date.

Fairness Opinion

RBC was retained by the Board to prepare and deliver to the Board its opinion as to the fairness, from a financial point of view, of the consideration to be received under the Arrangement to the Seabridge Shareholders.

Based upon and subject to the assumptions, limitations and qualifications set out in the Fairness Opinion, RBC is of the opinion that, as of March 4, 2026, the consideration to be received under the Arrangement is fair, from a financial point of view to the Seabridge Shareholders.

The full text of the Fairness Opinion, setting out the assumptions made, matters considered and limitations and qualifications on the review undertaken in connection with the Fairness Opinion, is attached as Appendix “F” to this Circular. The summary of the Fairness Opinion in this Circular is qualified in its entirety by reference to the full text of the Fairness Opinion.

Steps in the Arrangement

Under the Plan of Arrangement, commencing at the Effective Time, each of the events set out below shall occur and shall be deemed to occur in the following sequence or as otherwise provided below or herein, without any further act or formality, notwithstanding anything contained in the provisions attaching to any of the securities of Seabridge or Valor, but subject to the provision of Article 5 of the Arrangement Agreement:

Recommendation of the Board

Seabridge has reviewed the terms and conditions of the proposed Arrangement and has concluded that the Arrangement is fair and reasonable to its securityholders and in the best interests of Seabridge.

In arriving at this conclusion, the Board considered, among other matters:

The Board also identified disadvantages associated with the Arrangement including the fact that there will be the additional costs associated with running two companies instead of one, that Seabridge will incur significant expenses in connection with the Arrangement, the uncertainty surrounding the funding of Valor and the listing of the Valor Shares on the TSX or other designated stock exchange, and that there is no assurance that the proposed Arrangement will result in positive benefits to Shareholders.

The foregoing summary of the information, factors and risk factors considered by the Board are not intended to be exhaustive. In view of the variety of factors, the amount of information and the appropriate risk factors considered in connection with its evaluation of the Arrangement, the Board did not find it practical to, and did not, quantify or otherwise attempt to assign any relative weight to each specific factor or risk factor considered in reaching its conclusion and recommendation. The Board’s recommendation was made after considering all of the above-noted factors as well as the information and risk factors referred to elsewhere herein and in light of the Board’s knowledge of the business, financial condition and prospects of the Company. In addition, individual members of the Board may have assigned different weights to different factors.

Based on its review of these and other factors, the Board considers the Arrangement to be in the best interests of Seabridge and fair and reasonable to the Seabridge Shareholders, and recommends that the Seabridge Shareholders vote in favour of the Arrangement Resolution.

Unless such authority is withheld, the persons named in the enclosed proxy intend to vote for the approval of the Arrangement Resolution.

The Board recommends that the Shareholders vote in favour of the Arrangement Resolution. Each director of Seabridge who owns Seabridge Shares has indicated their intention to vote their Seabridge Shares, if any, in favour of the Arrangement Resolution.

Approval of the Arrangement Resolution

At the Meeting, Seabridge Shareholders will be asked to approve the Arrangement Resolution, the full text of which is set out in Appendix “A” to this Circular. In order for the Arrangement to become effective, as provided in the Interim Order and by the CBCA, the Arrangement Resolution must be approved by at least 662/3% of the votes cast in respect of the Arrangement Resolution by Seabridge Shareholders present in person or represented by proxy at the Meeting, on the basis of one vote per Seabridge Share. Should Seabridge Shareholders fail to approve the Arrangement Resolution by the requisite majority, the Arrangement will not be completed.

The Arrangement Agreement

The description of the Arrangement Agreement, both below and elsewhere in this Circular, is a summary only, is not exhaustive and is qualified in its entirety by reference to the terms of the Arrangement Agreement, which is attached to this Circular as Appendix “B”.

Effective Date and Conditions of the Arrangement

If the Arrangement Resolution is passed, the Final Order approving the Arrangement is obtained, the requirements of the CBCA relating to the Arrangement have been complied with and all other conditions disclosed below under the heading “The Arrangement – The Arrangement Agreement - Conditions to the Arrangement Becoming Effective” are met or waived, the Arrangement will become effective at 12:01 a.m. Pacific Time on the Effective Date.

Representations and Warranties

Given the close relationship between Seabridge and Valor, the Arrangement Agreement contains limited, reciprocal representations and warranties made by each of Seabridge and Valor to one another. Those reciprocal representations and warranties were made solely for purposes of the Arrangement Agreement.

The reciprocal representations and warranties of each of Seabridge and Valor in favour of the other relate to, among other things that: (a) the due incorporation, existence and capacity of each entity; (b) the due execution and delivery of the Arrangement Agreement by each entity;

(c) neither the execution and delivery of the Arrangement Agreement nor the performance of any of Seabridge’s or Valor’s covenants and obligations thereunder will constitute a material default under, or be in any material contravention or breach of any provision of Seabridge’s or Valor’s articles and by-laws, any judgment, decree, order, law, statute, rule or regulation applicable to either entity, or any agreement or instrument to which it is a party or by which either entity is bound; and (d) no dissolution, winding-up, bankruptcy, liquidation or similar proceedings have been commenced or are pending or proposed in respect of either entity.

Pursuant to the Arrangement Agreement Seabridge further represents and warrants that: (a) SNWT has no outstanding indebtedness or liabilities, whether accrued, absolute, contingent or otherwise, and is not party to or bound by any suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the indebtedness or liabilities of any person, except as specifically comprising of the intercorporate debt owing from SNWT to Seabridge as reflected in the most recent financial statements of Seabridge, or incurred in the ordinary course of business since the date of such financial statements (the “Intercorporate Debt”); and (b) third-party accounts payable balances relating to the Courageous Lake Project were as follows: (i) at January 1, 2023, C$37,959; (ii) at December 31, 2023, C$211,126 (iii) at December 31, 2024, C$12,482; and (iv) at December 31, 2025, C$26,799.

Conditions to the Arrangement

Completion of the Arrangement is subject to a number of specified mutual conditions being met on or before the Effective Time, including, but not limited to:

The obligation of each of Seabridge and Valor to complete the transactions contemplated by the Arrangement Agreement, including the Arrangement, is further subject to the condition, which may be waived by either of the parties thereto without prejudice to the right of such party thereto to rely on any other condition in favour of such party thereto, that each and every one of the covenants of the other party thereto to be performed on or before the Effective Date pursuant to the terms of the Arrangement Agreement shall have been performed by such party thereto and that, except as affected by the transactions contemplated by the Arrangement Agreement, the representations and warranties of the other party thereto shall be true and correct in all material respects on the Effective Date, with the same effect as if such representations and warranties had been made on the Effective Date.

Covenants of Seabridge and Valor

Each of Seabridge and Valor have agreed that it will: (a) use all commercially reasonable efforts and do all things reasonably required of it to cause the Arrangement to become effective as soon as reasonably practicable or on such date as Seabridge may determine; (b) do and perform all such acts and things, and execute and deliver all such agreements, assurances, notices and other documents and instruments as may reasonably be required to facilitate the carrying out of the intent and purpose of the Arrangement Agreement including, without limitation, complying with the requirements for obtaining an exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof; (c) cooperate with and assist each other in dealing with transitional matters relating to or arising from the Arrangement or the Arrangement Agreement; and (d) use all reasonable efforts to cause each of the conditions precedent set out in Sections 5.1 and 5.2 of the Arrangement Agreement to be complied with on or before the Effective Date.

Amendment and Termination

Subject to any restrictions under the CBCA or in the Final Order, the Arrangement Agreement (including any schedule, appendix or exhibit attached thereto) may, at any time and from time to time before or after the holding of the Meeting, but prior to the Effective Date, be amended by written agreement of the parties to the Arrangement Agreement without, subject to applicable law, further notice to, or authorization on the part of, the Seabridge Shareholders. Without limiting the generality of the foregoing, any such amendment may:

The Arrangement Agreement may, at any time before or after the holding of the Meeting but prior to the Effective Date, be unilaterally terminated by Seabridge without further notice to, or action on the part of, the Seabridge Shareholders and nothing expressed or implied herein or in the Plan of Arrangement shall be construed as fettering the absolute discretion of Seabridge to terminate the Arrangement Agreement and discontinue efforts to effect the Arrangement for whatever reasons it may consider appropriate.

Completion of the Arrangement

If: (1) the Arrangement Resolution is approved by the Seabridge Shareholders; (2) the Final Order obtained approving the Arrangement; (3) TSX approval of the Arrangement is obtained; (4) TSX conditional approval of the listing of Valor Shares is obtained; (5) every requirement of the CBCA relating to the Arrangement has been complied with, and (6) all other conditions disclosed under “The Arrangement Agreement – Conditions to the Arrangement” above are either met or waived, the Arrangement will become effective on the Effective Date.

The full particulars of the Arrangement are contained in the Plan of Arrangement attached as Appendix “B” and incorporated by reference into this Circular.

Notwithstanding receipt of the above approvals, the Board may terminate the Arrangement Agreement and abandon the Arrangement without further approval from the Seabridge Shareholders.

Effect of the Arrangement

Seabridge Shareholders

As a result of the Arrangement, Seabridge Shareholders will continue to hold common shares of Seabridge and will also receive their pro rata portion of the Valor Spin-Out Shares.

Valor is a corporation existing under the laws of Canada. For more information regarding Valor, see Appendix “G” – “Information Regarding Valor”.

Court Approval of the Arrangement

An Arrangement under the CBCA requires approval of the Court.

Interim Order

On April 10, 2026, Seabridge obtained the Interim Order providing for the calling and holding of the Meeting, the Dissent Rights and certain other procedural matters. The text of the Interim Order and the Notice of Application for the Final Order are set out in Appendix “C” and Appendix “D”, respectively, to this Circular.

Final Order

Subject to the terms of the Arrangement Agreement, and if the Arrangement Resolution is approved by Shareholders at the Meeting in the manner required by the Interim Order, Seabridge intends to make an application to the Court for the Final Order.

The application for the Final Order approving the Arrangement is currently scheduled for May 27, 2026 at 9:45 a.m. Pacific Time, or as soon thereafter as counsel may be heard, at the Vancouver Courthouse, 800 Smithe Street, Vancouver, British Columbia, or at any other date and time as the Court may direct. Any Shareholder who wishes to appear or be represented and to present evidence or arguments at that hearing must file and serve a response to petition no later than 4:00 p.m. Pacific Time on May 25, 2026 along with any other documents required, and satisfy any other requirements of the Court. Such Persons should consult with their legal advisors as to the necessary requirements. If the hearing is adjourned then, subject to further order of the Court, only those persons having previously filed and served a response to petition will be given notice of the adjournment. Seabridge has been advised by its legal counsel, DWF Group, that the Court has broad discretion under the CBCA when making orders with respect to the Arrangement and that the Court will consider, among other things, the fairness and reasonableness of the Arrangement, both from a substantive and a procedural point of view. The Court may approve the Arrangement, either as proposed or as amended, on the terms presented or substantially on those terms. Depending upon the nature of any required amendments, Seabridge may determine not to proceed with the Arrangement.

The Valor securities to be issued and distributed to Security Holders pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act or the applicable Securities Laws of any state of the United States and will be issued, distributed and exchanged, as applicable, in reliance upon the Section 3(a)(10) Exemption and exemptions provided under the applicable Securities Laws of each state of the United States in which Security Holders reside. Section 3(a)(10) of the U.S. Securities Act exempts from registration a security that is issued or distributed in exchange for outstanding securities, claims or property interests, where the terms and conditions of such issuance and exchange are approved, after a hearing upon the procedural and substantive fairness of such terms and conditions at which all persons to whom it is proposed to issue securities in such exchange have the right to appear, by a court or by a governmental authority expressly authorized by law to grant such approval and to hold such a hearing. The Court will be advised at the hearing of the application for the Final Order that if the terms and conditions of the Arrangement, and the fairness thereof, are approved by the Court, the Final Order will be relied upon to constitute the basis for the Section 3(a)(10) Exemption with respect to the Seabridge securities to be issued and distributed pursuant to the Arrangement. Accordingly, the Final Order of the Court will, if granted, constitute a basis for the exemption from the registration requirements of the U.S. Securities Act with respect to the issuance of the Seabridge securities in connection with the Arrangement. See “Particulars of Other Matters to be Acted Upon - The Arrangement – U.S. Securities Laws and Resale of Securities” on page 37.

For further information regarding the Court hearing and your rights in connection with the Court hearing, see the form of Notice of Application attached at Appendix “D” to this Circular. The Notice of Application constitutes notice of the Court hearing of the application for the Final Order and is your only notice of the Court hearing.

Regulatory Approvals

The Seabridge Shares are listed and posted for trading on the TSX. The Arrangement is subject to the acceptance of the TSX and Seabridge will not proceed with the Arrangement if regulatory acceptance or approval is not obtained.

Seabridge intends to apply to the TSX to have the Valor Shares listed and posted for trading on the TSX. Listing is subject to the approval of the TSX. There can be no assurance as to if, or when, the Valor Shares will be listed or traded on the TSX or any other stock exchange. It is a condition of the Arrangement that the TSX shall have conditionally approved the listing of the Valor Shares, however such condition may be mutually waived by Seabridge and Valor at any time.

Other than the Final Order and the approval of the TSX, Seabridge is not aware of any material approval, consent or other action by any federal, provincial, state or foreign government or any administrative or regulatory agency that would be required to be obtained in order to complete the Arrangement. In the event that any such approvals or consents are determined to be required, such approvals or consents will be sought, although any such additional requirements could delay the Effective Date or prevent the completion of the Arrangement. While there can be no assurance that any regulatory consents or approvals that are determined to be required will be obtained, Seabridge currently anticipates that any such consents and approvals that are determined to be required will have been obtained or otherwise resolved by the Effective Date.

Canadian Securities Laws and Resale of Securities

The following summary is not comprehensive. Each Shareholder is urged to consult such holder’s professional advisers to determine the Canadian conditions and restrictions applicable to trades in the Valor Shares. There may also be restrictions placed on resale of the Valor Shares by the rules and policies of the TSX in the event of any listing of these securities on the TSX. Resale of any securities acquired in connection with the Arrangement may be required to be made through properly registered securities dealers.

Valor will be a reporting issuer in each of the provinces and territories in which Seabridge is a reporting issuer on completion of the Arrangement, and Valor intends to apply to the TSX to have the Valor Shares listed and posted for trading on the TSX.

The issuance of the Valor Shares to Shareholders pursuant to the Arrangement will constitute a distribution of securities which is exempt from the registration and prospectus requirements of Canadian securities legislation. The Valor Shares received by Shareholders pursuant to the Arrangement may be resold in each of the provinces and territories of Canada provided that (i) the trade is not a “control distribution” as defined in National Instrument 45-102 - Resale of Securities; (ii) no unusual effort is made to prepare the market or create a demand for those securities; (iii) no extraordinary commission or consideration is paid in respect of that sale; and

(iv) if the selling securityholder is an insider or officer of Valor, the selling securityholder has no reasonable grounds to believe that Valor is in default of securities legislation.

U.S. Securities Laws and Resale of Securities

The New Seabridge Shares and Valor Spin-Out Shares to be received by Security Holders pursuant to the Arrangement (collectively, the “Exchanged Securities”), have not been and will not be registered under the U.S. Securities Act or applicable state Securities Laws, and are being issued in reliance on the exemption from the registration requirements of the U.S. Securities Act set forth in Section 3(a)(10) thereof on the basis of the approval of the Court, and similar exemptions from registration under applicable state Securities Laws. Section 3(a)(10) of the U.S. Securities Act exempts the issuance of any securities issued in exchange for one or more bona fide outstanding securities from the general requirement of registration under the U.S. Securities Act where the terms and conditions of the issuance and exchange of such securities have been approved by a court of competent jurisdiction that is expressly authorized by law to grant such approval, after a hearing upon the procedural and substantive fairness of the terms and conditions of such issuance and exchange to those to whom the securities will be issued, at which all persons to whom it is proposed to issue the securities have the right to appear and receive timely and adequate notice thereof. The Court is authorized to conduct a hearing at which the procedural and substantive fairness of the terms and conditions of the Arrangement will be considered. The Court issued the Interim Order on April 10, 2026 and, subject to the approval of the Arrangement by the Shareholders, a hearing on the Arrangement will be held on May 27, 2026 at 9:45 a.m. Pacific Time. All Security Holders are entitled to appear and be heard at this hearing and there will not be any improper impediments to the appearance by those securityholders at the hearing. The Final Order will constitute a basis for the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof and comparable state securities laws with respect to the Exchanged Securities. Prior to the hearing on the Final Order, the Court will be informed of this effect of the Final Order. The Final Order approving the Arrangement that is obtained from the Court will state substantially to the effect that the terms and conditions of the Arrangement are approved by the Court as being fair, substantively and procedurally, to the Security Holders entitled to receive Exchanged Securities.

The solicitation of proxies for the Meeting is not subject to the requirements of Section 14(a) of the U.S. Exchange Act. Accordingly, the solicitations and transactions contemplated in this Circular are made in the United States for securities of a Canadian issuer in accordance with Canadian corporate and securities laws, and this Circular has been prepared solely in accordance with disclosure requirements applicable in Canada. U.S. securityholders should be aware that such requirements are different from those of the United States applicable to registration statements under the U.S. Securities Act and proxy statements under the U.S. Exchange Act. Specifically, information concerning the mining operations of Seabridge and Valor contained herein has been prepared in accordance with Canadian disclosure standards, which are not comparable in all respects to United States disclosure standards. The Valor Shares will not be listed for trading on any United States stock exchange. The unaudited pro forma and audited and unaudited historical financial statements of Seabridge and Valor included, or incorporated by reference, in this Circular have been prepared in accordance with IFRS and are subject to Canadian auditing and auditor independence standards, which differ from United States GAAP and auditing and auditor independence standards in certain material respects, and thus may not be comparable to financial statements of United States companies. In addition, data on mining operations contained or incorporated by reference in this Circular has been prepared in accordance with Canadian disclosure standards, which are not comparable in all respects to United States disclosure standards.

The enforcement by investors of civil liabilities under the United States federal securities laws or “blue sky” laws of any state within the United States may be affected adversely by the fact that Seabridge and Valor are organized under the laws of Canada, that their officers and directors are, or will be, primarily residents of countries other than the United States, that the experts named in this Circular are residents of countries other than the United States, and that all or substantial portions of the assets of Seabridge and Valor and such other persons are, or will be, located outside the United States. Security Holders in the United States should not assume that the courts of Canada: (a) would enforce judgments of U.S. courts obtained in actions against such persons predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States.

The New Seabridge Shares and the Valor Spin-Out Shares will be freely tradable under U.S. federal Securities Laws, except by persons who are “affiliates” of Seabridge or Valor, as applicable, within 90 days prior to completion of the Arrangement or “affiliates” of Seabridge or Valor, as applicable, following completion of the Arrangement. Persons who may be deemed to be “affiliates” of an issuer include individuals or entities that control, are controlled by, or are under common control with, the issuer, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer.

Resales by Affiliates Pursuant to Rule 144

In general, pursuant to Rule 144, persons who are “affiliates” of Seabridge or Valor, as applicable, after the completion of the Arrangement, or were “affiliates” of Seabridge or Valor, as applicable, within 90 days prior to the completion of the Arrangement, will be entitled to sell, during any three-month period, those New Seabridge Shares or Valor Spin-Out Shares, as applicable, that they receive pursuant to the Arrangement, provided that the number of such securities sold does not exceed the greater of one percent of the then outstanding securities of such class or, if such securities are listed on a United States securities exchange and/or reported through the automated quotation system of a U.S. registered securities association, the average weekly trading volume of such securities during the four calendar week period preceding the date of sale, subject to specified restrictions on manner of sale requirements, aggregation rules, notice filing requirements and the availability of current public information about the issuer. Persons who are affiliates of Seabridge or Valor after the Plan of Arrangement will continue to be subject to the resale restrictions described in this paragraph for so long as they continue to be affiliates of such issuers.

Resales by Affiliates Pursuant to Regulation S

In general, pursuant to Regulation S, persons who are “affiliates” of Seabridge or Valor, as applicable, after the completion of the Arrangement, or were “affiliates” of Seabridge or Valor, as applicable, within 90 days prior to the completion of the Arrangement, solely by virtue of their status as an officer or director of Seabridge or Valor, as applicable, may sell their New Seabridge Shares or Valor Spin-Out Shares, as applicable, outside the United States in an “offshore transaction” if none of the seller, an affiliate or any Person acting on their behalf engages in “directed selling efforts” in the United States with respect to such securities and provided that no selling concession, fee or other remuneration is paid in connection with such sale other than the usual and customary broker’s commission that would be received by a person executing such transaction as agent. For purposes of Regulation S, “directed selling efforts” means any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the securities being offered. Also, for purposes of Regulation S, an offer or sale of securities is made in an “offshore transaction” if the offer that is not made to a Person in the United States and either (a) at the time the buy order is originated, the buyer is outside the United States, or the seller reasonably believes that the buyer is outside of the United States, or (b) the transaction is executed in, on or through the facilities of a “designated offshore securities market” (which would include a sale through the TSX), and neither the seller nor any Person acting on its behalf knows that the transaction has been pre-arranged with a buyer in the United States. Certain additional restrictions set forth in Rule 903 of Regulation S are applicable to sales outside the United States by a holder of New Seabridge Shares or Valor Spin-Out Shares, as applicable, who is an “affiliate” of Seabridge or Valor, as applicable, after the completion of the Arrangement, or was an “affiliate” of Seabridge or Valor, as applicable, within 90 days prior to the completion of the Arrangement, other than by virtue of his or her status as an officer or director of either Seabridge or Valor, as applicable.

The foregoing discussion is only a general overview of certain requirements of United States securities laws applicable to the New Seabridge Shares and Valor Shares to be received by Security Holders under the Arrangement. All holders of such securities are urged to consult with counsel to ensure that the resale of their securities complies with applicable securities legislation.

THE NEW SEABRIDGE SHARES AND VALOR SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES, NOR HAS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY SUCH AUTHORITY PASSED ON THE ADEQUACY OR ACCURACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

No Collateral Benefit

No director or officer of Valor or Seabridge is entitled to receive, directly or indirectly, as a consequence of the Arrangement, an increase in salary, a lump sum payment, a payment for surrendering securities, or other enhancement in benefits related to past or future services as an employee, director or consultant. The directors and officers will receive a distribution per security in the Arrangement that is identical in amount and form to the entitlement of the general body of holders of Seabridge Shares.

Significant Positions and Shareholdings

In considering the recommendation of the Board with respect to the Arrangement, Shareholders should be aware that certain members of Seabridge’s senior management and the Board have certain interests in connection with the Arrangement that may present them with actual or potential conflicts of interest in connection with the Arrangement.

The following table discloses the number of shares currently owned, controlled or directed, directly or indirectly, by the directors and senior officers of Seabridge and Valor (of whom are currently known), as well as their positions and shareholdings in Valor upon completion of the Arrangement assuming no changes to the number of Seabridge securities currently held or to the issued and outstanding Seabridge Shares as of the Record Date.

Notes:

Arrangement Risk Factors

In evaluating the Arrangement, Shareholders should carefully consider the following risk factors relating to the Arrangement. The following risk factors are not a definitive list of all risk factors associated with the Arrangement. Additional risks and uncertainties, including those currently unknown or considered immaterial by Valor, may also adversely affect the Seabridge Shares, Valor Shares and/or the businesses of Seabridge and Valor following the Arrangement. In addition to the risk factors relating to the Arrangement set out below, Shareholders should also carefully consider the risk factors associated with the businesses of Seabridge and Valor included in this Circular and its Appendices or the documents incorporated by reference. If any of the risk factors materialize, the expectations, and the predictions based on them, may need to be re-evaluated.

The risks associated with the Arrangement include:

The Arrangement Agreement may be terminated at the absolute discretion of the Board.

The Board of Seabridge has a right to terminate the Arrangement and withdraw the Plan of Arrangement at its absolute discretion. Accordingly, there is no certainty, nor can Seabridge provide any assurance, that the Plan of Arrangement will not be terminated by the Board before completion of the Arrangement.

There can be no certainty that all conditions precedent to the Arrangement will be satisfied.

The completion of the Arrangement is subject to a number of conditions precedent, certain of which are outside the control of Seabridge, including receipt of the Final Order. There can be no certainty, nor can Seabridge provide any assurance, that these conditions will be satisfied or, if satisfied, when they will be satisfied. If the Arrangement is not completed, the market price of the Seabridge Shares may decline to the extent that the current market price reflects a market assumption that the Arrangement will be completed.

Requisite shareholders’ approvals may not be obtained.

The Arrangement Resolution will require the approval of the Seabridge Shareholders in accordance with applicable laws and the Interim Order, being at least 662/3% of the votes cast on the Arrangement Resolution by the Seabridge Shareholders, voting as a single class, present in person or by proxy at the Meeting. There can be no certainty, nor can Seabridge provide any assurance, that the requisite shareholders’ approvals will be obtained. If such approvals are not obtained and the Arrangement is not completed, the market price of the Seabridge Shares may decline.

Seabridge and Valor will incur costs.

Certain costs related to the Arrangement, such as legal and accounting fees, must be paid by Seabridge and Valor even if the Arrangement is not completed.

The market price for the Seabridge Shares may decline.

If the Arrangement Resolution is not approved, or even if the Arrangement Resolution is approved, the market price of the Seabridge Shares may decline to the extent that the current market price of the Seabridge Shares reflects a market assumption that the Arrangement will be completed, or to the extent that the current market price of the Seabridge Shares reflects the value associated with the Spin-Out Assets, as applicable.

Seabridge and Valor will incur their own expenses going forward.

As a result of the Arrangement, each of Seabridge and Valor will incur their own general and administrative costs to operate the businesses of Seabridge and Valor, respectively. These additional costs may negatively impact the financial performance of each of Seabridge and Valor.

Seabridge must meet TSX listing requirements to maintain its listing.

Seabridge will need to retain sufficient assets to maintain its TSX listing. In order to maintain its listing on the TSX after the Arrangement, Seabridge will need to meet the continued listing requirements of the TSX. While management believes that Seabridge will meet such listing requirements there is no guarantee that Seabridge will maintain a TSX listing.

Once listed, Valor must meet TSX listing requirements to maintain its listing.

Once listed, Valor will need to retain sufficient assets to maintain its TSX listing. In order to maintain its listing on the TSX after the Arrangement, Valor will need to meet the continued listing requirements of the TSX. While management believes that Valor will meet such listing requirements there is no guarantee that Valor will maintain a TSX listing.

Seabridge or Valor, as applicable, may be classified as a “passive foreign investment company”, which may have adverse U.S. federal income tax consequences for U.S. Holders.

U.S. Holders should be aware that they may be subject to certain adverse U.S. federal income tax consequences in the event that Seabridge or Valor, as applicable, is classified as a PFIC within the meaning of Section 1297(a) of the U.S. Tax Code for U.S. federal income tax purposes. Seabridge believes that it was classified as a PFIC for its prior tax year and based on current business plans and financial projections, Seabridge expects to be classified as a PFIC for its current tax year and expects to be classified as a PFIC in one or more future tax years. Based on current business plans and financial projections, Seabridge also expects Valor to be classified as a PFIC for its current tax year and expects Valor to be classified as a PFIC in one or more future tax years. If Seabridge or Valor, as applicable, is classified as a PFIC at any time during a U.S. Holder’s holding period for its Seabridge Common Shares, New Seabridge Shares or Valor Spin-Out Shares, as applicable, then such U.S. Holder generally will be required to treat any gain realized upon a disposition of such shares, or any so-called “excess distribution” received on such shares as ordinary income, and to pay an interest charge on a portion of such gain or distribution. In certain circumstances, the sum of the tax and the interest charge may exceed the total amount of proceeds realized on the disposition, or the amount of excess distribution received, by the U.S. Holder. Subject to certain limitations, these tax consequences may be altered if a U.S. Holder makes a timely and effective QEF Election or a Mark-to-Market Election. A U.S. Holder that makes a timely and effective QEF Election generally must report on a current basis its share of the net capital gain and ordinary earnings of Seabridge or Valor, as applicable, for any year in which Seabridge or Valor, as applicable, is classified as a PFIC, whether or not Seabridge or Valor, as applicable, distributes any amounts with respect to Seabridge Common Shares, New Seabridge Shares or Valor Spin-Out Shares, as applicable. For each tax year that Seabridge or Valor, as applicable, is classified as a PFIC as determined by Seabridge or Valor, as applicable, based on its reasonable analysis, upon the written request of a U.S. Holder, Seabridge or Valor, as applicable, will make publicly available a “PFIC Annual Information Statement” for Seabridge or Valor, as applicable, as described in U.S. Treasury Regulations Section 1.1295-1(g) (or any successor Treasury Regulation) and information and documentation that a U.S. Holder is required to obtain for U.S. federal income tax purposes in making a QEF Election with respect to Seabridge or Valor, as applicable. Seabridge or Valor, as applicable, may elect to provide such information on its website. However, U.S. Holders should be aware that Seabridge or Valor, as applicable, can provide no assurances that it will provide any such information relating to any Subsidiary PFIC and as a result, a QEF Election may not be available with respect to any Subsidiary PFIC. This paragraph is qualified in its entirety by the discussion below under the headings “Material United States Income Tax Considerations – U.S. Federal Income Tax Considerations Applicable to U.S. Holders Regarding the Arrangement – Potential Application of the Passive Foreign Investment Company Rules to the Arrangement” and “– U.S. Federal Income Tax Considerations Applicable to U.S. Holders Regarding the Ownership and Disposition of New Seabridge Shares and Valor Spin-Out Shares – Passive Foreign Investment Company Rules”). Each U.S. Holder should consult its own tax advisors regarding the tax consequences of the PFIC rules arising from and relating to the Arrangement and the ownership and disposition of New Seabridge Shares or Valor Spin-Out Shares received pursuant to the Arrangement.

The U.S. federal income tax consequences of the Arrangement may differ from the anticipated treatment for U.S. Holders.

The Arrangement will be effected under applicable provisions of Canadian corporate law, which are technically different from analogous provisions of U.S. corporate law. Accordingly, there can be no assurance that the IRS will agree with the U.S. federal income tax consequences of the Arrangement as set forth in this Circular. Furthermore, there can be no assurance that the IRS will not challenge the U.S. federal income tax treatment of the Arrangement or that, if challenged, a U.S. court would not agree with the IRS. Any such events could adversely affect the Seabridge, Valor or their respective shareholders following completion of the Arrangement.

Notwithstanding the foregoing, Seabridge believes that (a) the renaming and redesignation of the Seabridge Common Shares as Seabridge Class A Shares and (b) the exchange by the Seabridge Shareholders of each Seabridge Class A Share for one New Seabridge Share and their respective pro rata portion of the Valor Spin-Out Shares, taken together, (i) should constitute, for U.S. federal income tax purposes, a tax-deferred recapitalization by the Seabridge Shareholders of their Seabridge Common Shares for New Seabridge Shares, under Section 368(a)(1)(E) of the U.S. Tax Code, and (ii) likely constitutes, for U.S. federal income tax purposes, a distribution of the Valor Spin-Out Shares to the Seabridge Shareholders under Section 301 of the U.S. Tax Code (as opposed to a tax-deferred spin-off under Section 355 of the U.S. Tax Code). The Company is currently consulting with its tax advisors to determine whether it may be able to obtain a calculation of its current and accumulated earnings and profits, as computed under applicable U.S. federal income tax principles, through the end of the Company’s tax year which includes the Effective Date. Although the Company intends to use commercially reasonable efforts to obtain such calculation, there can be no assurance that it will be able to do so. If the Company is not able to obtain such calculation, each U.S. Holder will generally be required to assume that the receipt of the fair market value of the Valor Spin-Out Shares constitutes ordinary dividend income in its entirety. This risk factor is qualified in its entirety by the discussion below under the heading “Material United States Income Tax Considerations – U.S. Federal Income Tax Considerations Applicable to U.S. Holders Regarding the Arrangement – U.S. Federal Income Tax Considerations Applicable to the Arrangement”. Each U.S. Holder should consult its own tax advisors regarding the proper treatment of the Arrangement for U.S. federal income tax purposes.

Dissent Rights

The following is a summary of the provisions of the CBCA relating to a Seabridge Shareholder’s dissent and appraisal rights in respect of the Arrangement Resolution (as modified by the Plan of Arrangement and the Interim Order). Such summary is not a comprehensive statement of the procedures to be followed by a Dissenting Shareholder who seeks payment of the fair value of its Seabridge Shares. This summary is qualified in its entirety by reference to the full text of section 190 of the CBCA, which is attached as Appendix “E” to this Circular, as modified by the Plan of Arrangement and the Interim Order (which are attached at Appendix “B” and Appendix “C” to this Circular).

The statutory provisions dealing with the right of dissent (as modified by the Plan of Arrangement and the Interim Order) are technical and complex. Any Seabridge Shareholder seeking to exercise his, her or its Dissent Rights should seek independent legal advice, as failure to comply strictly with the provisions of section 190 of the CBCA, as modified by the Plan of Arrangement, the Interim Order and the Final Order, may result in the loss of all Dissent Rights. Accordingly, each Seabridge Shareholder who wishes to exercise Dissent Rights should carefully consider and comply with the provisions of section 190 of the CBCA (as modified by the Plan of Arrangement and the Interim Order) and consult a legal advisor.

The Interim Order expressly provides Registered Seabridge Shareholders with the right to dissent with respect to the Arrangement Resolution. Each Dissenting Shareholder is entitled to be paid the fair value (which fair value shall be the fair value of the Dissenting Shareholder’s Seabridge Shares as of the close of business on the Business Day before the passing by the Seabridge Shareholders of the Arrangement Resolution) of all, but not less than all, of the holder’s Seabridge Shares, provided that the holder duly dissents from the Arrangement Resolution and the Arrangement becomes effective.

A Registered Seabridge Shareholder who intends to exercise the Dissent Rights must deliver a written objection to the Arrangement Resolution (the “Notice of Dissent”) to DWF Group, 2400-200 Granville Street, Vancouver, BC V6C 1S4, Attention: Lauren Gnanasihamany, to be received by no later than 4:00 p.m. Pacific Time on May 20, 2026, or by 4:00 p.m. Pacific Time on the date that is two Business Days before any date to which the Meeting may be adjourned or postponed), and must otherwise strictly comply with the dissent procedures set forth in Section 190 of the CBCA, as modified by the Interim Order, the Final Order and the Plan of Arrangement. A vote in favour of the Arrangement Resolution will deprive the Registered Seabridge Shareholder of any rights under section 190 of the CBCA, as modified by the Interim Order, the Final Order and the Plan of Arrangement. For the avoidance of doubt, a proxy submitted by a Registered Seabridge Shareholder that does not contain voting instructions will, unless revoked, be voted in favour of the Arrangement Resolution.

Section 190 of the CBCA, as modified by the Interim Order, and the Plan of Arrangement, provides that a Seabridge Shareholder may make a claim under that section only with respect to all the shares of a class held by the Seabridge Shareholder or on behalf of any one beneficial owner and registered in the name of the Seabridge Shareholder. Accordingly, a Seabridge Shareholder may only exercise the right to dissent under Section 190 of the CBCA, as modified by the Interim Order, the Final Order and the Plan of Arrangement, in respect of Seabridge Common Shares which are registered in that Seabridge Shareholder’s name. In many cases, Seabridge Shares beneficially owned by a Beneficial Seabridge Shareholder are registered either: (a) in the name of an Intermediary that the Beneficial Seabridge Shareholder deals with in respect of Seabridge Shares (such as banks, trust companies, securities dealers and brokers, trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans, and their nominees); or (b) in the name of a clearing agency (such as CDS) of which the Intermediary is a participant. Accordingly, a Beneficial Seabridge Shareholder will not be entitled to exercise the right to dissent under Section 190 of the CBCA, as modified by the Interim Order, the Final Order and the Plan of Arrangement, directly (unless the shares are re-registered in the Beneficial Seabridge Shareholder’s name). A Beneficial Seabridge Shareholder who wishes to exercise the right to dissent should immediately contact the Intermediary who the Beneficial Seabridge Shareholder deals with in respect of the Seabridge Common Shares and either: (i) instruct the Intermediary to exercise the right to dissent on the Beneficial Seabridge Shareholder’s behalf (which, if the Seabridge Shares are registered in the name of CDS or another clearing agency, would require that the Seabridge Shares first be re-registered in the name of the Intermediary); or (ii) instruct the Intermediary to re-register the Seabridge Shares in the name of the Beneficial Seabridge Shareholder, in which case the Beneficial Seabridge Shareholder would have to exercise the right to dissent directly.

Within 10 days after the adoption of the Arrangement Resolution by the Seabridge Shareholders, the Company is required to notify in writing each Dissenting Shareholder that the Arrangement Resolution has been adopted. A Dissenting Shareholder must, within 20 days after receipt of such notice, or, if the Dissenting Shareholder does not receive such notice, within 20 days after learning of the adoption of the Arrangement Resolution, send to the Company a written notice (the “Demand for Payment”) containing the Dissenting Shareholder’s name and address, the number of Seabridge Shares in respect of which the Dissenting Shareholder dissents, and a demand for payment of the fair value of such shares. Within 30 days after sending the Demand for Payment, the Dissenting Shareholder must send the certificates representing the Seabridge Shares in respect of which the Dissenting Shareholder dissents to the Company or its transfer agent. The Company or the transfer agent will endorse on the share certificates a notice that the holder thereof is a Dissenting Shareholder under Section 190 of the CBCA, as modified by the Interim Order, the Final Order and the Plan of Arrangement, and will forthwith return the share certificates to the Dissenting Shareholder. If a Dissenting Shareholder fails to send such Dissenting Shareholder’s share certificates, he, she or it has no right to make a claim under Section 190 of the CBCA, as modified by the Interim Order, the Final Order and the Plan of Arrangement.

Not later than seven days after the later of the Effective Date and the day the Company receives the Demand for Payment, the Company will send, to each Dissenting Shareholder who has sent a Demand for Payment, a written offer to pay for the Seabridge Shares (“Offer to Pay”) of the Dissenting Shareholder in respect of which he, she or it has dissented in an amount considered by the directors of the Company to be the fair value thereof, accompanied by a statement showing how the fair value was determined (provided however that such payment shall not be made and the Seabridge Shareholder shall be so informed if the Company has reasonable grounds for believing it is or would after the payment be unable to pay its liabilities as they become due or the realizable value of its assets would thereby be less than the aggregate of its liabilities).

Every Offer to Pay made to Dissenting Shareholders for shares of the same class shall be on the same terms. The amount specified in an Offer to Pay that has been accepted by a Dissenting Shareholder shall be paid within 10 days of the acceptance, but an Offer to Pay lapses if the Company has not received an acceptance thereof within 30 days after the Offer to Pay has been made.

If an Offer to Pay is not made by the Company or if a Dissenting Shareholder fails to accept an Offer to Pay, the Company may, within 50 days after the Effective Date or within such further period as a court may allow, apply to the court to fix a fair value for the Seabridge Shares of any Dissenting Shareholder. If the Company fails to so apply to the court, a Dissenting Shareholder may apply to a court for the same purpose within a further period of 20 days or within such further period as the court may allow. A Dissenting Shareholder is not required to give security for costs in any application to the court.

On making an application to the court, the Company will give to each Dissenting Shareholder who has sent to the Company a Demand for Payment and who has not accepted an Offer to Pay, notice of the date, place and consequences of the application and of his right to appear and be heard in person or by counsel. All Dissenting Shareholders whose Seabridge Shares have not been purchased by the Company will be joined as parties to any such application to the court to fix a fair value and will be bound by the decision rendered by the court in the proceedings commenced by such application. The court is authorized to determine whether any other person is a Dissenting Shareholder who should be joined as a party to such application.

The court will fix a fair value for the Seabridge Shares of all Dissenting Shareholders and may in its discretion allow a reasonable rate of interest on the amount payable to each Dissenting Shareholder from the Effective Date until the date of payment of the amount ordered by the court. The Final Order of the court in the proceedings commenced by an application by the Company or a Dissenting Shareholder will be rendered against the Company and in favour of each Dissenting Shareholder and for the amount of the shares as fixed by the court.

Address for Notice

Dissenting Shareholders should send any Notice of Dissent with respect to the Arrangement Resolution in accordance with section 190 of the CBCA to:

DWF Group

2400-200 Granville Street

Vancouver, BC V6C 1S4

Attention: Lauren Gnanasihamany

A Notice of Dissent must be received by DWF Group no later than 4:00 p.m. Pacific Time on May 20, 2026.

Exchange of Securities

Procedure for Exchange of Shares

The exchange of Old Seabridge Shares for New Seabridge Shares in respect of Non-Registered Shareholders (and Valor Shares in respect of Seabridge Shareholders who are Non-Registered Shareholders) is expected to be made with the Non-Registered Shareholders’ nominee (bank, trust company, securities broker or other nominee) account through the procedures in place for such purposes between CDS and such nominee. Non-Registered Shareholders should contact their nominee if they have any questions regarding this process and to arrange for their nominee to complete the necessary steps to ensure that they receive the New Seabridge Shares and Valor Shares.

Concurrent with the mailing of this Circular, the Depositary will also mail a Letter of Transmittal to Registered Seabridge Shareholders, which will 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, if the Arrangement is completed. Until exchanged, each certificate representing Old Seabridge Shares will, after the Effective Time, represent only the right to receive, upon surrender in accordance with the Letter of Transmittal, New Seabridge Shares and Valor Shares.

Former Registered Seabridge 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 Seabridge 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 Effective Date and after receipt by the Depositary all of the required documents.

Where Old Seabridge Shares are evidenced only by a DRS Advice, there is no requirement to first obtain a share certificate for those Old Seabridge Shares or deposit with the Depositary any Old Seabridge Share certificate evidencing those Old Seabridge Shares. Only a properly completed and duly executed Letter of Transmittal accompanied by the applicable DRS Advice is required to be delivered to the Depositary in order to surrender those Old Seabridge Shares under the Arrangement.

Lost or Stolen Certificates

If any certificate, that immediately prior to the Effective Time would have represented one or more outstanding Old Seabridge Shares that are to be exchanged for the New Seabridge Shares and the Valor Shares in accordance with the Plan of Arrangement, is lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, together with any required lost certificate bond or similar security, the Depositary shall deliver in exchange for such lost, stolen or destroyed certificate, the New Seabridge Shares and the Valor Shares that such holder is entitled to receive in accordance with the Plan of Arrangement. When authorizing such delivery of New Seabridge Shares and the Valor Shares that such holder is entitled to receive in exchange for such lost, stolen or destroyed certificate, the holder to whom such New Seabridge Shares and the Valor Shares are to be delivered shall, as a condition precedent to the delivery of such New Seabridge Shares and the Valor Shares, deliver to Seabridge, Valor and the Depositary evidence satisfactory to Seabridge, Valor and the Depositary of the loss, theft or destruction of such certificate and must give a bond satisfactory to Seabridge, Valor and the Depositary in such amount as Seabridge, Valor and the Depositary may direct and indemnify Seabridge, Valor and the Depositary in a manner satisfactory to Seabridge, Valor and the Depositary, against any claim that may be made against Seabridge, Valor or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed and shall otherwise take such actions as may be required by the Seabridge Articles.

No Fractional Shares to be Issued

No holder of Seabridge Shares shall receive fractional securities of Seabridge and Valor and no cash will be paid in lieu thereof. Any fractions resulting will be rounded to the nearest whole number, with fractions of one-half or greater being rounded to the next higher whole number and fractions of less than one-half being rounded to the next lower whole number.

Proxy Solicitation Requirements

The solicitation of proxies pursuant to this Circular is not subject to the requirements of section 14(a) of the U.S. Exchange Act, accordingly, this Circular has been prepared in accordance with the disclosure requirements of Canadian securities law. Such requirements are different than those of the United States applicable to registration statements under the U.S. Securities Act and proxy statements under the U.S. Exchange Act. The Carve-Out Financial Statements of Valor included herein have been prepared in accordance with IFRS, are subject to Canadian auditing and auditor independence standards, and may not be comparable in all respects to financial statements of United States companies.

VALOR INCENTIVE PLAN RESOLUTION

In connection with the closing of the Arrangement, Valor intends to adopt the Valor Incentive Plan. A summary of the key terms of the Valor Incentive Plan is provided under the heading “Valor Incentive Plan” in Appendix “G” hereto, and a copy of the Valor Incentive Plan is included as Schedule “2” to Appendix “G”.

Recommendation of the Board

At the Meeting, Shareholders will be asked to consider and, if deemed appropriate, approve the Valor Incentive Plan Resolution to authorize, approve and ratify the Valor Incentive Plan. The full text of the Valor Incentive Plan Resolution is as follows:

“BE IT RESOLVED THAT:

In order for the Valor Incentive Plan Resolution to be passed, it must be approved by a simple majority of the votes cast by Seabridge Shareholders present in person or represented by proxy at the Meeting. The persons named in the enclosed proxy form, if named as proxyholder, intend to vote FOR the Valor Incentive Plan Resolution.

The Board recommends that Seabridge Shareholders vote FOR the Valor Incentive Plan Resolution.

PRINCIPAL CANADIAN FEDERAL INCOME TAX CONSEQUENCES

In the opinion of Thorsteinssons LLP, Canadian tax counsel to Seabridge, the following summary describes, as of the date of this Circular, the principal Canadian federal income tax considerations generally applicable under the Tax Act to Seabridge Shareholders who exchange their Seabridge Shares pursuant to the Arrangement and who, at all material times, for purposes of the Tax Act: (i) hold their Seabridge Shares, and will hold their Old Seabridge Shares, New Seabridge Shares and Valor Shares (collectively, the “Subject Securities”) as capital property, and (ii) deal at arm’s length, and is not affiliated, with each of Valor and Seabridge (each, a “Holder”). The Subject Securities will generally be considered to be capital property to a Holder provided they are not held in the course of carrying on a business and have not been acquired in a transaction considered to be an adventure or concern in the nature of trade.

This summary does not address the Canadian federal income tax considerations applicable to Seabridge RSU holders, or Seabridge DSU holders or in respect of the Arrangement. Seabridge RSU holders, and Seabridge DSU holders, should consult their own tax advisors regarding the income tax consequences to them in respect of the Arrangement and the matters described in this Circular.

This summary is not applicable to a Holder: (i) that is a “financial institution” (as defined in the Tax Act for purposes of the mark-to-market rules), (ii) that is a “specified financial institution” (as defined in the Tax Act), (iii) an interest in which is a “tax shelter investment” (as defined in the Tax Act), (iv) that makes or has made a functional currency reporting election pursuant to section 261 of the Tax Act, (v) that has entered or will enter into a “derivative forward agreement” or “synthetic equity arrangement” (each as defined in the Tax Act) in respect of any of the Subject Securities, (vi) that is, or beneficially owns their Seabridge Shares through, a partnership, (vii) that is exempt from tax under Part I of the Tax Act, (viii) that would receive dividends on any of the Subject Securities under or as part of a “dividend rental arrangement” as defined in the Tax Act, or (ix) that is a corporation and is, or becomes as part of a transaction or event or series of transactions or events that include the Arrangement, controlled by a non-resident person or a group of non-resident persons not dealing with each other at arm’s length for the purposes of the “foreign affiliate dumping” rules in section 212.3 of the Tax Act. Such Holders should consult their own tax advisors.

This summary is based upon the provisions of the Tax Act in force as at the date hereof, all specific proposals to amend the Tax Act that have been publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”), and counsel’s understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency (the “CRA”). This summary assumes the Tax Proposals will be enacted in the form proposed, although there can be no assurance that the Tax Proposals will be enacted in the form proposed or at all. This summary is not exhaustive of all possible Canadian federal income tax considerations and, except for the Tax Proposals, this summary does not otherwise take into account or anticipate any changes in applicable law, whether by legislative, governmental or judicial decision or action, nor does it take into account provincial, territorial or foreign tax laws or considerations, which might differ significantly from those discussed herein. No advance income tax ruling has been sought or obtained from the CRA to confirm the tax consequences of any of the transactions described herein.

This summary assumes that Seabridge will not make a joint election with any Seabridge Shareholder under section 85 of the Tax Act in respect of the exchange of Old Seabridge Shares for New Seabridge Shares and Valor Shares pursuant to the Arrangement.

This summary is of a general nature only and is not intended to be, and should not be construed as, legal or tax advice to any particular Holder. This summary is not exhaustive of all possible income tax considerations under the Tax Act that may affect a Holder. The income tax consequences of acquiring and disposing of the Subject Securities will vary depending on a number of factors, including the legal status of the Holder, and the province or territory in which a Holder resides. Accordingly, holders or prospective holders of the Subject Securities should consult their own tax advisors with respect to their particular circumstances and the tax consequences to them of acquiring, holding and disposing of the Subject Securities.

The taxation summary contained in this Circular does not address the Canadian federal income tax considerations applicable to any person who becomes a holder of Seabridge Shares after the Effective Date or any person who receives a Valor Share not pursuant to a Share Exchange (as defined herein) in connection with the Arrangement. Such persons should consult their own tax advisors regarding the income tax consequences to them in respect of the Arrangement and the matters described in this Circular.

Holders Resident in Canada

The following portion of the summary is applicable to a Holder who, for purposes of the Tax Act and any applicable income tax treaty or convention, is, or is deemed to be, resident in Canada at all relevant times (a “Resident Holder”).

Certain Resident Holders whose Subject Securities might not otherwise qualify as capital property may, in certain circumstances, make an irrevocable election under subsection 39(4) of the Tax Act to have the Subject Securities and every “Canadian security” (as defined in the Tax Act) owned by such Resident Holder in the taxation year of the election, and in all subsequent years, deemed to be capital property. Resident Holders should consult their own tax advisors regarding that election.

Amendments to Share Structure and the Seabridge Articles and the Re-Designation of Seabridge Shares

Consistent with the published administrative position of the CRA, the amendments, pursuant to the Arrangement, to the authorized share structure and the Seabridge Articles should not, in and of themselves, result in Resident Holders being deemed to have disposed of their Seabridge Shares or otherwise constitute a taxable event for the purposes of the Tax Act. As such, the “adjusted cost base” (as determined for purposes of the Tax Act) (“ACB”), within the meaning of the Tax Act, to a Resident Holder of their Seabridge Shares immediately prior to such alterations should continue to be the ACB of their Old Seabridge Shares immediately after such alterations.

Exchange of Old Seabridge Shares for New Seabridge Shares and Valor Shares

Consistent with the published administrative position of the CRA, an exchange of Old Seabridge Shares for New Seabridge Shares and Valor Shares pursuant to the Arrangement (each, a “Share Exchange”) should be considered to occur “in the course of a reorganization of capital” of Seabridge, within the meaning of section 86 of the Tax Act.

Provided the aggregate fair market value of all of the Valor Shares received by a Resident Holder on a Share Exchange does not exceed the aggregate “paid-up capital” (as determined for purposes of the Tax Act) (“PUC”) of all of the Old Seabridge Shares held by such Resident Holder immediately before the Share Exchange, a receipt of Valor Shares by the Resident Holder on such Share Exchange should not give rise to the deemed receipt of a dividend by the Resident Holder. Management of Seabridge expects that the aggregate fair market value of all of the Valor Shares at the time of the Share Exchanges will be substantially less than the aggregate PUC of all of the issued and outstanding Old Seabridge Shares immediately before the Share Exchanges. If the aggregate fair market value of all of the Valor Shares received by a Resident Holder on a Share Exchange were to exceed the aggregate PUC of all of the Old Seabridge Shares held by such Resident Holder immediately before the Share Exchange, then the excess will generally be deemed to be a dividend received by the Resident Holder from Seabridge.

Assuming that the aggregate fair market value of all of the Valor Shares received by a Resident Holder on a Share Exchange does not exceed the aggregate PUC of all of the Old Seabridge Shares held by such Resident Holder immediately before the Share Exchange, the Resident Holder will be deemed to have disposed of their Old Seabridge Shares for proceeds of disposition equal to the greater of: (i) the ACB to the Resident Holder of their Old Seabridge Shares immediately before the Share Exchange, and (ii) the aggregate fair market value at the time of the Share Exchange of the Valor Shares received by such Resident Holder. Consequently, a Resident Holder who receives Valor Shares on a Share Exchange will only realize a capital gain on such Share Exchange if, and to the extent that, the aggregate fair market value of the Valor Shares received by such Resident Holder on the Share Exchange exceeds the ACB to such Resident Holder of its Old Seabridge Shares immediately before the Share Exchange. See “Principal Canadian Federal Income Tax Consequences - Holders Resident in Canada – Taxation of Capital Gains and Losses” below for a general description of the treatment of capital gains and capital losses under the Tax Act.

The aggregate cost (and ACB) to a Resident Holder of New Seabridge Shares acquired on a Share Exchange will be equal to the amount, if any, by which the Resident Holder’s ACB of its Old Seabridge Shares immediately before the Share Exchange exceeds the aggregate fair market value, at the time of the Share Exchange, of the Valor Shares acquired by such Resident Holder on the Share Exchange. The aggregate cost (and ACB) to a Resident Holder of Valor Shares acquired on a Share Exchange will be equal to the aggregate fair market value, at the time of the Share Exchange, of the Valor Shares acquired by such Resident Holder on the Share Exchange.

Disposition of New Seabridge Shares or Valor Shares after the Arrangement

A Resident Holder that disposes or is deemed to dispose of a New Seabridge Share or Valor Share, as the case may be, after the Arrangement (other than a disposition to the relevant issuer corporation that is not a sale in the open market in the manner in which shares would normally be purchased by any member of the public in the open market) will generally realize a capital gain (or sustain a capital loss) equal to the amount, if any, by which the proceeds of disposition of the New Seabridge Share or Valor Share, as applicable, exceeds (or is less than) the ACB to the Resident Holder of such New Seabridge Share or Valor Share, as applicable, at the time of disposition, less any reasonable costs of disposition. Any such capital gain or capital loss will be subject to the treatment generally described below under “Holders Resident in Canada – Taxation of Capital Gains and Capital Losses”.

Taxation of Capital Gains and Capital Losses

Generally, one-half of any capital gain realized by a Resident Holder in a taxation year will be included in computing the Resident Holder’s income for that taxation year as a “taxable capital gain” and, generally, one-half of any capital loss sustained in a taxation year (an “allowable capital loss”) must be deducted from the taxable capital gains realized by the Resident Holder in the same taxation year, in accordance with the rules contained in the Tax Act. Allowable capital losses in excess of taxable capital gains realized by a Resident Holder in a particular taxation year may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized by the Resident Holder in such taxation year, subject to and in accordance with the rules contained in the Tax Act.

The amount of any capital loss sustained by a Resident Holder that is a corporation on the disposition of a New Seabridge Share or Valor Share, as applicable, may be reduced by the amount of any dividends received or deemed to have been received by such Resident Holder on the relevant share (or on a share for which such share was substituted) to the extent and in the circumstances described in the Tax Act. Similar rules may apply where the corporation is a member or beneficiary of a partnership or trust that held the share, or where a partnership or trust of which the corporation is a member or beneficiary is itself a member of a partnership or a beneficiary of a trust that held the share. Resident Holders to whom these rules may apply should consult their own tax advisors in this regard.

A Resident Holder that is, through the relevant taxation year, a “Canadian controlled private corporation” (as defined in the Tax Act) or “substantive CCPC” (as defined in the Notice of Ways and Means Motion to amend the Tax Act released by the Department of Finance Canada on April 7, 2022 in connection with the 2022 Federal Budget) may be liable to pay an additional tax (refundable in certain circumstances) on its “aggregate investment income”, which includes taxable capital gains, for the year. Resident Holders to whom these rules may apply should consult their own tax advisors in this regard.

Taxation of Dividends

A Resident Holder who is an individual (other than certain trusts) will be required to include in income any dividends received or deemed to be received on the New Seabridge Shares or Valor Shares, as applicable, and will be subject to the dividend gross-up and tax credit rules applicable to taxable dividends received from taxable Canadian corporations, including the enhanced dividend gross-up and tax credit that may be applicable if and to the extent that Seabridge or Valor, as the case may be, designates the relevant taxable dividend to be an “eligible dividend” in accordance with the Tax Act. There can be no assurance that any dividend paid by Seabridge or Valor, as applicable, will be designated as an “eligible dividend” and neither Seabridge nor Valor have made any commitments in that regard.

A Resident Holder that is a corporation will be required to include in income any dividends received or deemed to be received on the New Seabridge Shares or Valor Shares, as applicable, and will generally be entitled to deduct an equivalent amount in computing its income, subject to certain limitations set forth in the Tax Act and Tax Proposals. A Resident Holder that is a “private corporation” or a “subject corporation” (each as defined in the Tax Act) may also be liable under Part IV of the Tax Act to pay a special tax (refundable in certain circumstances) on any dividend received or deemed to be received on the New Seabridge Shares or Valor Shares, as applicable, to the extent that the dividend is deductible in computing the corporation’s income for such taxation year.

A Resident Holder that is, throughout the year, a “Canadian-controlled private corporation” (as defined in the Tax Act) or “substantive CCPC” (as defined in the Notice of Ways and Means Motion to amend the Tax Act released by the Department of Finance Canada on April 7, 2022 in connection with the 2022 Federal Budget) may be subject to an additional tax (refundable in certain circumstances) on its “aggregate investment income”, which includes dividends that are not deductible in computing taxable income for such taxation year. Subsection 55(2) of the Tax Act provides that, where certain corporate shareholders receive or are deemed to receive a dividend in specified circumstances, all or part of such dividend may be recharacterized as a capital gain from the disposition of capital property and not as a dividend. For a description of the tax treatment of capital gains and capital losses, see “Principal Canadian Federal Income Tax Consequences - Holders Resident in Canada – Taxation of Capital Gains and Capital Losses” above. Resident Holders that are corporations should consult their own tax advisors in respect of any dividends received or deemed to be received on the New Seabridge Shares or Valor Shares, as applicable, having regard to their own circumstances.

Alternative Minimum Tax on Individuals

A Resident Holder who is an individual (including certain trusts) and receives a taxable dividend on, or realizes a capital gain on the disposition of, a share, including an Old Seabridge Share, New Seabridge Share or Valor Share, may be liable for minimum tax to the extent and in the circumstances described in the Tax Act. Resident Holders should consult their own tax advisors with respect to the minimum tax provisions.

Dissenting Shareholders

A Resident Holder who validly exercises Dissent Rights and consequently receives a payment from Seabridge equal to the fair value of such Resident Holder’s Seabridge Shares (each, a “Dissenting Resident Holder”) will be deemed to receive a taxable dividend in the taxation year equal to the amount, if any, by which the amount received by the Dissenting Resident Holder for its Seabridge Shares (excluding interest) exceeds the PUC of such Seabridge Shares determined immediately before the Arrangement. The general tax consequences to a Dissenting Resident Holder that is deemed to receive a dividend are described above under “Holders Resident in Canada – Taxation of Dividends”.

A Dissenting Resident Holder will also be deemed to have received proceeds of disposition for their Seabridge Shares equal to the amount received by the Dissenting Resident Holder for their Seabridge Shares (excluding interest) less the amount of any dividend deemed to be received as described above. Consequently, a Dissenting Resident Holder will realize a capital gain (or sustain a capital loss) to the extent that such proceeds of disposition exceed (or are less than) the ACB to such Dissenting Resident Holder of its Seabridge Shares. The general tax consequences to a Dissenting Resident Holder that realizes a capital gain or sustains a capital loss are described above under “Holders Resident in Canada – Taxation of Capital Gains and Capital Losses”.

Any interest awarded to a Dissenting Resident Holder will be included in such Resident Holder’s income for the purposes of and in accordance with the Tax Act. Additional income tax considerations may be relevant to Resident Holders who fail to perfect or withdraw their claims pursuant to the Dissent Rights. Resident Holders should consult their own tax advisors with respect to the tax consequences to them of exercising Dissent Rights.

Eligibility for Investment – New Seabridge Shares and Valor Shares

Subject to the provisions of any particular plan, the New Seabridge Shares will, at the time of their issuance pursuant to the Arrangement, each be a “qualified investment” for a trust governed by a registered retirement savings plan (“RRSP”), a registered retirement income fund (“RRIF”), a “first home savings account” (“FHSA”), a registered education savings plan (“RESP”), a registered disability savings plan (“RDSP”), a tax-free savings account (“TFSA”) (collective referred to as “Registered Plans”) or a deferred profit sharing plan (as those terms are defined in the Tax Act) provided that, at such time, the New Seabridge Shares are listed on a “designated stock exchange” as defined in the Tax Act (which currently includes the TSX), or Seabridge is otherwise a “public corporation” as defined in the Tax Act. Management of Seabridge expects that the New Seabridge Shares will be qualified investments as described above at the time such shares are issued pursuant to the Arrangement.

Subject to the provisions of any particular plan, the Valor Shares will each be a “qualified investment” for a Registered Plan and a deferred profit sharing plan at a particular time provided that, at such time, the Valor Shares are listed on a “designated stock exchange” as defined in the Tax Act (which currently includes the TSX) or Valor is otherwise a “public corporation”, as those terms are defined in the Tax Act. Management of Seabridge and Valor expect that the Valor Shares will be qualified investments as described above at the time such shares are issued pursuant to the Arrangement due to the Valor Shares being listed on the TSX at that time.

Notwithstanding the foregoing, there can be no assurance whether, or when, the Valor Shares will be listed or traded on the TSX (or any other “designated stock exchange”). If the Valor Shares are not listed on a designated stock exchange at the time they are issued pursuant to the Arrangement, but then subsequently become listed on a designated stock exchange on or before the filing due date for Valor’s T2 income tax return for its first taxation year (the “First Tax Return”), Valor may make an election with the First Tax Return under the Tax Act to have such shares retroactively considered to be qualified investments for Registered Plans or a deferred profit sharing plan from their date of issuance. If a Valor Share is acquired by a Registered Plan or a deferred profit sharing plan at a time when the Valor Share is not a (or retroactively deemed to be a) “qualified investment” under the Tax Act, adverse tax consequences may arise for the Registered Plan or deferred profit sharing plan, as the case may be, and/or the annuitant, subscriber or holder in respect of the Registered Plan or deferred profit sharing plan, including that the Registered Plan or deferred profit sharing plan may become subject to a penalty tax, the annuitant or holder of such Registered Plan or deferred profit sharing plan may be deemed to have received income therefrom, and/or such plan may have its tax-exempt status revoked.

In addition to the foregoing, if any of the New Seabridge Shares or Valor Shares, as applicable, is a “prohibited investment” for purposes of the Tax Act for a Registered Plan, the annuitant, subscriber or holder of such Registered Plan may be subject to a penalty tax under the Tax Act. The New Seabridge Shares and Valor Shares will generally not be a “prohibited investment” for a particular trust governed by a Registered Plan if the annuitant, subscriber or holder, as applicable: (i) deals at arm’s length with Seabridge or Valor, as applicable, for purposes of the Tax Act, and (ii) does not have a “significant interest” (within the meaning of the Tax Act) in Seabridge or Valor, as applicable, or any other corporation that is related to Seabridge or Valor, as applicable, for purposes of the Tax Act. In addition, the New Seabridge Shares and Valor Shares will not be a “prohibited investment” if such shares are “excluded property” (as defined in the Tax Act) for such Registered Plan.

Holders, subscribers, or annuitants, as the case may be, of Registered Plans which currently hold Seabridge Shares and will acquire New Seabridge Shares and Valor Shares pursuant to the Arrangement are urged to consult their own tax advisors having regard to their own particular circumstances.

Holders Not Resident in Canada

The following portion of the summary is applicable to a Holder who, at all relevant times, for purposes of the Tax Act and any applicable income tax treaty or convention: (i) is neither resident in Canada nor deemed to be resident in Canada, (ii) does not and will not, and is not and will not be deemed to, use or hold the Subject Securities in connection with carrying on a business in Canada, (iii) does not carry on an insurance business in Canada, (iv) is not an “authorized foreign bank” (as defined in the Tax Act), (v) is not a “foreign affiliate” (as defined in the Tax Act) of a person resident in Canada, and (vi) is not, and does not deal at non-arm’s length with, a “specified shareholder” (as defined in the Tax Act) of Seabridge (each, a “Non-Resident Holder”). A “specified shareholder” for these purposes generally includes a person who (either alone or together with persons with whom that person is not dealing at arm’s length for the purposes of the Tax Act) owns or has the right to acquire or control 25% or more of Seabridge’s shares determined on a votes or fair market value basis. Such Holders should consult their own tax advisors with regard to their particular circumstances.

The following portion of this summary, other than the portion under “Holders Not Resident in Canada – Dissenting Non-Resident Shareholders”, applies to Non-Resident Holders that are not Dissenting Shareholders.

Amendments to Share Structure and the Seabridge Articles and the Re-Designation of Seabridge Shares

Consistent with the published administrative position of the CRA, the amendments, pursuant to the Arrangement, to the authorized share structure and the Seabridge Articles should not, in and of itself, result in Non-Resident Holders being deemed to have disposed of their Seabridge Shares or otherwise constitute a taxable event for the purposes of the Tax Act. As such, the ACB, within the meaning of the Tax Act, to a Non-Resident Holder of their Seabridge Shares immediately prior to such amendments should continue to be the ACB of their Old Seabridge Shares immediately after such amendments.

Exchange of Old Seabridge Shares for New Seabridge Shares and Valor Shares

Consistent with the published administrative position of the CRA, an exchange of Old Seabridge Shares for New Seabridge Shares and Valor Shares pursuant to a Share Exchange should be considered to occur “in the course of a reorganization of capital” of Seabridge, within the meaning of section 86 of the Tax Act.

The discussion above under “Holders Resident in Canada – Exchange of Old Seabridge Shares for New Seabridge Shares and Valor Shares” regarding the dividend potentially deemed to be paid by Seabridge to a Resident Holder as a result of the receipt of Valor Shares by such Resident Holder will also generally apply to a Non-Resident Holder. As noted in the above discussion, Management of Seabridge does not expect Seabridge to be deemed to pay a dividend to any Seabridge Shareholder as a result of a Share Exchange.

Assuming that the aggregate fair market value of all of the Valor Shares received by a Non-Resident Holder on a Share Exchange does not exceed the aggregate PUC of all of the Old Seabridge Shares held by such Non-Resident Holder immediately before the Share Exchange, the Non-Resident Holder will be deemed to have disposed of its Old Seabridge Shares for proceeds of disposition equal to the greater of: (i) the ACB to the Non-Resident Holder of its Old Seabridge Shares immediately before the Share Exchange, and (ii) the aggregate fair market value at the time of the Share Exchange of the Valor Shares received by such Non-Resident Holder. Consequently, a Non-Resident Holder that receives Valor Shares on a Share Exchange will only realize a capital gain on the Share Exchange if, and to the extent that, the aggregate fair market value of the Valor Shares received by such Non-Resident Holder on the Share Exchange exceeds the ACB to such Non-Resident Holder of its Old Seabridge Shares immediately before the Share Exchange.

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized by such Non-Resident Holder on a Share Exchange, unless: (a) the Old Seabridge Shares constitute “taxable Canadian property” (as defined in the Tax Act) of the Non-Resident Holder at the time of the Share Exchange, and (b) the Non-Resident Holder is not entitled to relief under an applicable income tax convention.

Provided that the Old Seabridge Shares are listed on a “designated stock exchange” (which currently includes the TSX), the Old Seabridge Shares disposed of by a Non-Resident Holder pursuant to the Arrangement will not constitute “taxable Canadian property” to a Non-Resident Holder at the time of a Share Exchange unless, at any particular time during the 60-month period immediately preceding the Share Exchange, both: (a) the Non-Resident Holder, persons with whom the Non-Resident Holder does not deal at arm’s length (within the meaning of the Tax Act), partnerships in which the Non-Resident Holder or a person with whom the Non-Resident Holder does not deal at arm’s length (within the meaning of the Tax Act) holds a membership interest directly or indirectly through one or more partnerships, or any combination thereof owned 25% or more of the issued Seabridge Shares, and (b) more than 50% of the fair market value of the Seabridge Shares was derived directly or indirectly from one or any combination of: (i) real or immovable property situated in Canada, (ii) “Canadian resource properties” (as defined in the Tax Act), (iii) “timber resource properties” (as defined in the Tax Act) or (iv) an option, an interest or right in such property, whether or not such property exists. The Old Seabridge Shares may also be deemed to be a taxable Canadian property of a Non-Resident Holder in certain circumstances.

Even if the Old Seabridge Shares may constitute “taxable Canadian property” for a Non-Resident Holder, such Non-Resident Holder may be exempt from Canadian tax on any capital gain realized on the disposition of such shares by virtue of an applicable income tax treaty or convention to which Canada is a signatory, as potentially modified by the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (“MLI”), of which Canada is a signatory, which affects many of Canada’s bilateral tax treaties and the ability to claim benefits thereunder. Non-Resident Holders for whom Old Seabridge Shares may constitute “taxable Canadian property” should consult their own tax advisors in that regard.

If the Old Seabridge Shares constitute “taxable Canadian property” of a Non-Resident Holder and such Non-Resident Holder is not eligible for relief pursuant to an applicable income tax treaty or convention, as potentially modified by the MLI, then the disposition of such Non-Resident Holder’s Old Seabridge Shares pursuant to the Arrangement will generally be subject to the same Canadian tax consequences applicable to a Resident Holder with respect to the disposition of Old Seabridge Shares pursuant to the Arrangement, as discussed above under “Holders Resident in Canada – Exchange of Old Seabridge Shares for New Seabridge Shares and Valor Shares” and “Holders Resident in Canada – Taxation of Capital Gains and Capital Losses”.

The aggregate cost (and ACB) to a Non-Resident Holder of New Seabridge Shares and Valor Shares acquired on a Share Exchange will be computed in the same manner as described above with respect to a Resident Holder under “Holders Resident in Canada – Exchange of Old Seabridge Shares for New Seabridge Shares and Valor Shares”.

Taxation of Dividends

A Non-Resident Holder who receives, or is deemed to receive, a dividend on the New Seabridge Shares or Valor Shares, as applicable, will be subject to Canadian withholding tax at the rate of 25% of the gross amount of the dividend, unless that rate is reduced pursuant to the terms of an applicable income tax convention, to which the Non-Resident Holder is entitled to the benefits of, between Canada and another country of which the Non-Resident Holder is resident, as potentially modified by the MLI. By way of example, under the Convention Between Canada and The United States of America With Respect to Taxes on Income and on Capital, as amended (the “Convention”), where dividends are paid or credited to, or in certain circumstances derived by, a Non-Resident Holder who is a resident of the United States for the purposes of, and who is fully entitled to the benefits of, the Convention, the applicable rate of Canadian withholding tax is generally reduced to 15%. Seabridge or Valor, as the case may be, will be required to withhold and deduct the required amount of withholding tax from the dividend, and to remit such amount to the CRA for the account of the Non-Resident Holder. Non-Resident Holders who may be eligible for a reduced rate of withholding tax on dividends pursuant to any applicable income tax convention should consult with their own tax advisors in that regard.

Dissenting Non-Resident Holders

A Non-Resident Holder who validly exercises Dissent Rights and consequently receives a payment from Seabridge equal to the fair value of such Non-Resident Holder’s Seabridge Shares (each, a “Dissenting Non-Resident Holder”) will be deemed to receive a taxable dividend in the taxation year equal to the amount, if any, by which the amount received by the Dissenting Non-Resident Holder for its Seabridge Shares (excluding interest) exceeds the PUC of such Seabridge Shares determined immediately before the Arrangement. The general tax consequences to a Dissenting Non-Resident Holder that is deemed to receive a dividend are described above under “Holders Not Resident in Canada – Taxation of Dividends”.

The Dissenting Non-Resident Holder will also be deemed to have received proceeds of disposition for its Seabridge Shares equal to the amount received by the Dissenting Non-Resident Holder for its Seabridge Shares (excluding interest) less the amount of any dividend deemed to be received as described above. Consequently, the Dissenting Non-Resident Holder will recognize a capital gain (or sustain a capital loss) to the extent that such proceeds of disposition exceed (or are less than) the ACB to such Dissenting Non-Resident Holder of its Seabridge Shares.

A Non-Resident Dissenting Holder will not be subject to tax under the Tax Act on any capital gain realized on the disposition of its Seabridge Shares unless: (a) such Seabridge Shares constitute “taxable Canadian property” of the Dissenting Non-Resident Holder, and (b) the Dissenting Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention, as discussed above under “Holders Not Resident in Canada – Exchange of Old Seabridge Shares for New Seabridge Shares and Valor Shares”.

Any interest awarded to a Dissenting Non-Resident Holder will not be subject to Canadian withholding tax, unless such interest is “participating debt interest” (within the meaning of the Tax Act). Additional income tax considerations may be relevant to Non-Resident Holders who fail to perfect or withdraw their claims pursuant to the Dissent Rights.

Non-Resident Holders should consult their own tax advisors with respect to the tax consequences to them of exercising Dissent Rights.

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a general summary of certain material U.S. federal income tax considerations applicable to a U.S. Holder (as defined below) arising from and relating to the Arrangement and the ownership and disposition of New Seabridge Shares and Valor Spin-Out Shares received pursuant to the Arrangement.

This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a U.S. Holder arising from and relating to the Arrangement or the ownership or disposition of New Seabridge Shares and Valor Spin-Out Shares received pursuant to the Arrangement. In addition, this summary does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the U.S. federal income tax considerations applicable to such U.S. Holder, including, without limitation, specific tax considerations applicable to a U.S. Holder under an applicable income tax treaty. Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any particular U.S. Holder. This summary does not address the U.S. federal net investment income tax, U.S. federal alternative minimum tax, U.S. federal estate and gift tax, U.S. state and local tax, or non-U.S. tax considerations applicable to U.S. Holders arising from or relating to the Arrangement or the ownership or disposition of New Seabridge Shares or Valor Spin-Out Shares received pursuant to the Arrangement. In addition, except as specifically set forth below, this summary does not discuss applicable tax reporting requirements. Each U.S. Holder should consult its own tax advisors regarding the U.S. federal, U.S. state and local and non-U.S. tax considerations arising from and relating to the Arrangement and the ownership and disposition of New Seabridge Shares and Valor Spin-Out Shares received pursuant to the Arrangement.

No opinion from U.S. legal counsel or ruling from the Internal Revenue Service (the “IRS”) has been requested, or will be obtained, regarding the U.S. federal income tax considerations applicable to a U.S. Holder arising from and relating to the Arrangement or the ownership or disposition of New Seabridge Shares and Valor Spin-Out Shares received pursuant to the Arrangement. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, or contrary to, the positions taken in this summary. In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and the U.S. courts could disagree with one or more of the conclusions described in this summary.

This summary is based on the United States Internal Revenue Code of 1986, as amended (the “U.S. Tax Code”), U.S. Department of the Treasury regulations (whether final, temporary, or proposed) promulgated thereunder (“Treasury Regulations”), published rulings of the IRS, published administrative positions of the IRS, the current provisions of the Convention, and U.S. court decisions that are applicable and, in each case, as in effect and available, as of the date of this Circular. Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive or prospective basis which could affect the U.S. federal income tax considerations described in this summary. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis.

U.S. Holders

For purposes of this summary, the term “U.S. Holder” means a beneficial owner of Seabridge Common Shares (or, after the Arrangement, New Seabridge Shares or Valor Spin-Out Shares) that is for U.S. federal income tax purposes:

U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed

This summary does not address the U.S. federal income tax considerations applicable to U.S. Holders that are subject to special provisions under the U.S. Tax Code, including, but not limited to, U.S. Holders that: (a) are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) are banks, financial institutions, underwriters, insurance companies, real estate investment trusts, or regulated investment companies; (c) are broker-dealers, dealers, or traders in securities or currencies that elect to apply a mark-to-market accounting method; (d) have a “functional currency” other than the U.S. dollar; (e) own Seabridge Common Shares (or, after the Arrangement, New Seabridge Shares or Valor Spin-Out Shares) as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other integrated transaction; (f) acquire Seabridge Common Shares (or, after the Arrangement, New Seabridge Shares or Valor Spin-Out Shares) in connection with the exercise or cancellation of employee stock options or otherwise as compensation for services; (g) hold Seabridge Common Shares (or, after the Arrangement, New Seabridge Shares or Valor Spin-Out Shares) other than as a capital asset within the meaning of Section 1221 of the U.S. Tax Code (generally, property held for investment purposes); (h) are subject to special tax accounting rules; (i) are partnerships or other “pass-through” entities (and investors in such partnerships and entities); (j) are S corporations (and shareholders or investors in such S corporations); (k) own, have owned or will own (directly, indirectly, or by attribution) 5% or more of the total combined voting power or value of the outstanding shares of the Company (or, after the Arrangement, the Company or Valor); (l) are U.S. expatriates or former long-term residents of the United States; or (m) hold the Seabridge Common Shares (or, after the Arrangement, New Seabridge Shares or Valor Spin-Out Shares) in connection with a trade or business, permanent establishment, or fixed base outside the United States. U.S. Holders that are subject to special provisions under the U.S. Tax Code, including, but not limited to, U.S. Holders described immediately above, should consult their own tax advisors regarding the U.S. federal, U.S. state and local, and non-U.S. tax considerations arising from and relating to the Arrangement and the ownership and disposition of New Seabridge Shares and Valor Spin-Out Shares received pursuant to the Arrangement.

If an entity or arrangement that is classified as a partnership (or other pass-through entity) for U.S. federal income tax purposes holds Seabridge Common Shares (or, after the Arrangement, New Seabridge Shares or Valor Spin-Out Shares), the U.S. federal income tax considerations applicable to such entity or arrangement and the partners (or other owners or participants) of such entity or arrangement generally will depend on the activities of the entity or arrangement and the status of such partners (or owners or participants). This summary does not address the tax considerations applicable to any such entity, arrangement or partner (or other owner or participant). Partners (or other owners or participants) of entities or arrangements that are classified as partnerships or as other pass-through entities for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax considerations arising from and relating to Arrangement and the ownership and disposition of New Seabridge Shares and Valor Spin-Out Shares received pursuant to the Arrangement.

U.S. Federal Income Tax Considerations Applicable to U.S. Holders Regarding the Arrangement

The following discussion is subject, in its entirety, to the rules described below under the heading “Potential Application of the Passive Foreign Investment Company Rules to the Arrangement”.

U.S. Federal Income Tax Considerations Applicable to the Arrangement

The Arrangement will be effected under applicable provisions of Canadian corporate law, which are technically different from analogous provisions of U.S. corporate law. Accordingly, the U.S. federal income tax considerations applicable to certain aspects of the Arrangement are not free from doubt. Nonetheless, the Company believes that (a) the renaming and redesignation of the Seabridge Common Shares as Seabridge Class A Shares and (b) the exchange by the Seabridge Shareholders of each Seabridge Class A Share for one New Seabridge Share and their respective pro rata portion of the Valor Spin-Out Shares, taken together, (i) should constitute, for U.S. federal income tax purposes, a tax-deferred recapitalization by the Seabridge Shareholders of their Seabridge Common Shares for New Seabridge Shares, under Section 368(a)(l)(E) of the U.S. Tax Code, and (ii) likely constitutes, for U.S. federal income tax purposes, a distribution of the Valor Spin-Out Shares to the Seabridge Shareholders under Section 301 of the U.S. Tax Code (as opposed to a tax-deferred spin-off under Section 355 of the U.S. Tax Code). In addition, except as discussed below, a U.S. Holder should have the same tax basis and holding period in its New Seabridge Shares as such U.S. Holder had in its Seabridge Common Shares immediately prior to such transactions.

There can be no assurance that the IRS will not challenge the U.S. federal income tax treatment of the Arrangement or that, if challenged, a U.S. court would not agree with the IRS. Each U.S. Holder should consult its own tax advisors regarding the proper treatment of the Arrangement for U.S. federal income tax purposes, including without limitation, the treatment of the receipt of the Valor Spin-Out Shares by the Seabridge Shareholders as a distribution under Section 301 of the U.S. Tax Code (as opposed to a tax-deferred spin-off under Section 355 of the U.S. Tax Code). The balance of this summary assumes that the foregoing treatment of the Arrangement is respected.

Dissenting U.S. Holders

A U.S. Holder that exercises Dissent Rights in connection with the Arrangement and receives cash for such U.S. Holder’s Seabridge Common Shares generally will recognize gain or loss in an amount equal to the difference, if any, between (a) the U.S. dollar value of cash received by such U.S. Holder in exchange for the Seabridge Common Shares (other than amounts, if any, that are or are deemed to be interest for U.S. federal income tax purposes, which amounts will be taxed as ordinary income) and (b) the adjusted tax basis of such U.S. Holder in the Seabridge Common Shares surrendered therefor, provided such U.S. Holder does not actually or constructively own any New Seabridge Shares after the Arrangement. Such gain or loss generally will be capital gain or loss, which will be long-term capital gain or loss if the Seabridge Common Shares are held for longer than one year. Preferential tax rates apply to long-term capital gains of a U.S. Holder that is an individual, estate, or trust. There are currently no preferential tax rates for long-term capital gains of a U.S. Holder that is a corporation. Deductions for capital losses are subject to complex limitations under the U.S. Tax Code.

If a U.S. Holder that exercises Dissent Rights in connection with the Arrangement and receives cash for such U.S. Holder’s Seabridge Common Shares actually or constructively owns New Seabridge Shares after the Arrangement, all or a portion of the cash received by such U.S. Holder may be taxable as a distribution under the same rules as discussed under “Receipt of Valor Spin-Out Shares Pursuant to the Arrangement” below.

Receipt of Valor Spin-Out Shares Pursuant to the Arrangement

A U.S. Holder that receives Valor Spin-Out Shares pursuant to the Arrangement would be treated as receiving a distribution of property in an amount equal to the fair market value of the Valor Spin-Out Shares received on the distribution date (without reduction for any Canadian income or other tax withheld from such distribution). Such distribution would be taxable to the U.S. Holder as a dividend to the extent of the Company’s current and accumulated “earnings and profits”, as determined in accordance with U.S. federal income tax principles. To the extent the fair market value of the Valor Spin-Out Shares distributed exceeds the Company’s adjusted tax basis in such shares (as calculated for U.S. federal income tax purposes), the Arrangement is expected to generate earnings and profits for the Company in an amount equal to the extent the fair market value of the Valor Spin-Out Shares distributed by the Company exceeds the Company’s adjusted tax basis in those shares as determined for U.S. federal income tax purposes. To the extent that the fair market value of the Valor Spin-Out Shares exceeds the current and accumulated earnings and profits of the Company, the distribution of the Valor Spin-Out Shares pursuant to the Arrangement will be treated first as a non-taxable return of capital to the extent of a U.S. Holder’s adjusted tax basis in the Seabridge Common Shares immediately prior to the Arrangement, with any remaining amount being taxed as a capital gain. The Company is currently consulting with its tax advisors to determine whether it may be able to obtain a calculation of its current and accumulated earnings and profits, as computed under applicable U.S. federal income tax principles, through the end of the Company’s tax year which includes the Effective Date. Although the Company intends to use commercially reasonable efforts to obtain such calculation, there can be no assurance that it will be able to do so. If the Company is not able to obtain such calculation, each U.S. Holder will generally be required to assume that the receipt of the fair market value of the Valor Spin-Out Shares constitutes ordinary dividend income in its entirety. A U.S. Holder that receives Valor Spin-Out Shares pursuant to the Arrangement will generally have a tax basis in such Valor Spin-Out Shares equal to their fair market value on the Effective Date and a holding period in such Valor Spin-Out Shares that begins on the day following the Effective Date. In the case of a U.S. Holder that is a corporation, dividends paid on the Seabridge Common Shares generally will not be eligible for the “dividends received deduction”. Subject to applicable limitations and provided Seabridge is eligible for the benefits of the Convention or the Seabridge Shares are readily tradable on a United States securities market, dividends paid by Seabridge to non-corporate U.S. Holders, including individuals, generally will be eligible for the preferential tax rates applicable to long-term capital gains for dividends, provided certain holding period and other conditions are satisfied, including that Seabridge not be classified as a PFIC in the tax year of distribution or in the preceding tax year. A dividend generally will be taxed to a U.S. Holder at ordinary income tax rates (rather than preferential rates for qualified dividend income to the extent otherwise applicable) if Seabridge is a PFIC for the tax year of such distribution or the preceding tax year. The dividend rules are complex, and each U.S. Holder should consult its own tax advisor regarding the application of such rules.

Potential Application of the Passive Foreign Investment Company Rules to the Arrangement

If the Company were to constitute a “passive foreign investment company” within the meaning of Section 1297(a) of the U.S. Tax Code (a “PFIC”) at any time during a U.S. Holder’s holding period of its Seabridge Common Shares, then certain potentially adverse rules may affect the U.S. federal income tax considerations applicable to such U.S. Holder arising from or relating to the Arrangement.

The Company generally will be a PFIC if, for a tax year, (a) 75% or more of the gross income of the Company for such tax year is passive income (the “PFIC income test”) or (b) 50% or more of the value of the assets of the Company either produce passive income or are held for the production of passive income, based on the quarterly average of the fair market value of such assets (the “PFIC asset test”). “Gross income” generally includes all sales revenues less the cost of goods sold, plus income from investments and from incidental or outside operations or sources, and “passive income” generally includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions. Active business gains arising from the sale of commodities generally are excluded from passive income if substantially all of the non-U.S. corporation’s commodities are stock in trade or other inventory, depreciable property used in its trade or business, or supplies regularly used or consumed in the ordinary course of its trade or business, and certain other requirements are satisfied.

For purposes of the PFIC income test and PFIC asset test described above, if the Company owns, directly or indirectly, 25% or more of the total value of the outstanding shares of another corporation, the Company will be treated as if it (a) held a proportionate share of the assets of such other corporation and (b) received directly a proportionate share of the income of such other corporation. In addition, for purposes of the PFIC income test and PFIC asset test, and assuming certain other requirements are met, “passive income” does not include certain interest, dividends, rents, or royalties that are received or accrued by the Company from certain “related persons” (as defined in Section 954(d)(3) of the U.S. Tax Code), to the extent such items are properly allocable to the income of such related person that is not passive income.

The Company believes that it was classified as a PFIC for its prior tax year and, based on current business plans and financial projections, the Company expects to be classified as a PFIC for its current tax year and expects to be classified as a PFIC in one or more future tax years. No opinion of legal counsel or ruling from the IRS concerning the Company’s PFIC status has been obtained or is currently planned to be requested. PFIC classification is fundamentally factual in nature, generally cannot be determined until the close of the tax year in question and is determined annually. The determination of whether any corporation was, or will be, a PFIC for a tax year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. In addition, whether any corporation will be a PFIC for any tax year depends on the assets and income of such corporation over the course of each such tax year and, as a result, the Company’s PFIC status for the current year cannot be predicted with certainty as of the date of this document. Accordingly, there can be no assurance that the IRS will not challenge any PFIC determination made by the Company. Each U.S. Holder should consult its own tax advisor regarding the Company’s status as a PFIC.

Section 1291(f) of the U.S. Tax Code provides that, to the extent provided in Treasury Regulations, any normally available non-recognition provision will not apply to a U.S. person’s disposition (including, without limitation, any disposition of shares that occurs pursuant to a tax-deferred “reorganization” within the meaning of Section 368(a) of the U.S. Tax Code) of shares of a non-U.S. corporation if the corporation was a PFIC for any taxable year that is included in whole or in part during such U.S. person’s holding period for such shares. The U.S. Department of the Treasury has issued proposed Treasury Regulations (which have not yet been finalized or withdrawn), but neither final nor temporary Treasury Regulations, under Section 1291(f) of the U.S. Tax Code. It is unclear whether, in what form and with what effective date, any final Treasury Regulations might be adopted. Further, there is uncertainty about whether Section 1291(f) of the U.S. Tax Code is self-executing. However, the position of the IRS appears to be that Section 1291(f) of the U.S. Tax Code is self-executing notwithstanding that the proposed Treasury Regulations promulgated thereunder have not yet been finalized or withdrawn. The proposed Treasury Regulations provide that non-recognition treatment is not precluded if a U.S. Holder’s Seabridge Common Shares are redesignated as Seabridge Class A Shares and exchanged for New Seabridge Shares pursuant to a tax-deferred “recapitalization” under Section 368(a)(1)(E) of the U.S. Tax Code. U.S. Holders should consult their own tax advisors regarding Section 1291(f) of the U.S. Tax Code and the potential applicability of the proposed Treasury Regulations issued thereunder. See the more detailed discussion of the proposed Treasury Regulations applicable to PFICs under the section below entitled “Material United States Federal Income Tax Considerations - U.S. Federal Income Tax Considerations Applicable to U.S. Holders Regarding the Ownership and Disposition of New Seabridge Shares and Valor Spin-Out Shares – Passive Foreign Investment Company Rules”.

If the Company were to be treated as a PFIC for any tax year during a U.S. Holder’s holding period for its Seabridge Common Shares, the effect of the PFIC rules on a U.S. Holder receiving Valor Spin-Out Shares pursuant to the Arrangement will depend on whether such U.S. Holder has made and maintained a timely and effective election to treat the Company as a qualified electing fund (a “QEF”) under Section 1295 of the U.S. Tax Code (a “QEF Election”) or has made and maintained a “mark-to-market” election with respect to its Seabridge Common Shares under Section 1296 of the U.S. Tax Code (a “Mark-to-Market Election”), or otherwise makes a purging election and, if the Company is classified as a PFIC for its current tax year, a QEF Election for the tax year which includes the Arrangement. In this summary, a U.S. Holder that has made a timely and effective QEF Election with respect to the Company or Mark-to-Market Election with respect to its Seabridge Common Shares is referred to as an “Electing Shareholder” and a U.S. Holder that has not made a timely QEF Election or a Mark-to-Market Election with respect to its Seabridge Common Shares, or that does not otherwise make a purging election and, if the Company is classified as a PFIC for its current tax year, a QEF Election for the tax year which includes the Arrangement, is referred to as a “Non-Electing Shareholder”. For a description of the QEF Election, Mark-to-Market Election and purging election, U.S. Holders should consult the discussion below under “U.S. Federal Income Tax Considerations Applicable to U.S. Holders Regarding the Ownership and Disposition of New Seabridge Shares and Valor Spin-Out Shares – Passive Foreign Investment Company Rules”.

An Electing Shareholder generally would not be subject to the default rules of Section 1291 of the U.S. Tax Code discussed below upon the receipt of the Valor Spin-Out Shares pursuant to the Arrangement. Instead, the Electing Shareholder generally would be subject to the rules described below under “U.S. Federal Income Tax Considerations Applicable to U.S. Holders Regarding the Ownership and Disposition of New Seabridge Shares and Valor Spin-Out Shares – Passive Foreign Investment Company Rules – QEF Election” or “U.S. Federal Income Tax Considerations Applicable to U.S. Holders Regarding the Ownership and Disposition of New Seabridge Shares and Valor Spin-Out Shares – Passive Foreign Investment Company Rules – Mark-to-Market Election”, as applicable.

With respect to a Non-Electing Shareholder, if the Company is a PFIC or was a PFIC at any time during a U.S. Holder’s holding period for its Seabridge Common Shares, the default rules under Section 1291 of the U.S. Tax Code will apply to gain recognized on any disposition of Seabridge Common Shares and to “excess distributions” from the Company (generally, distributions received in the current taxable year that are in excess of 125% of the average distributions received during the three preceding years (or during the U.S. Holder’s holding period for the Seabridge Common Shares, if shorter)). Under Section 1291 of the U.S. Tax Code, any such gain recognized on the sale or other disposition of Seabridge Common Shares and any excess distribution must be ratably allocated to each day in a Non-Electing Shareholder’s holding period for the Seabridge Common Shares. The amount of any such gain or excess distribution allocated to the tax year of disposition or distribution of the excess distribution and to years before the Company became a PFIC, if any, would be taxed as ordinary income. The amounts allocated to any other tax year would be subject to U.S. federal income tax at the highest tax rate applicable to ordinary income in each such prior year without regard to the Non-Electing Shareholder’s U.S. federal income tax net operating losses or other attributes and an interest charge would be imposed on the tax liability for each such year, calculated as if such tax liability had been due in each such prior year. Such Non-Electing Shareholders that are not corporations must treat any such interest paid as “personal interest”, which is not deductible.

If the distribution of the Valor Spin-Out Shares pursuant to the Arrangement constitutes an “excess distribution” or results in the recognition of capital gain as described above under “Receipt of Valor Spin-Out Shares pursuant to the Arrangement” with respect to a Non-Electing Shareholder, such Non-Electing Shareholder will be subject to the default rules of Section 1291 of the U.S. Tax Code discussed above upon the receipt of the Valor Spin-Out Shares. In addition, the distribution of the Valor Spin-Out Shares pursuant to the Arrangement may be treated, under proposed Treasury Regulations, as the “indirect disposition” by a Non-Electing Shareholder of such Non-Electing Shareholder’s indirect interest in Valor, which may be subject to the default rules of Section 1291 of the U.S. Tax Code discussed above.

The PFIC rules are complex, and each U.S. Holder should consult its own tax advisor regarding the PFIC rules and how the PFIC rules may affect the U.S. federal income tax considerations arising from and relating to the Arrangement.

U.S. Federal Income Tax Considerations Applicable to U.S. Holders Regarding the Ownership and Disposition of New Seabridge Shares and Valor Spin-Out Shares

The following discussion is subject, in its entirety, to the rules described below under the heading “Passive Foreign Investment Company Rules”.

Distributions

A U.S. Holder that receives a distribution, including a constructive distribution, with respect to New Seabridge Shares or Valor Spin-Out Shares, as applicable, will be required to include the amount of such distribution in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent of current and accumulated “earnings and profits” of the applicable distributing company, as computed in accordance with U.S. federal income tax principles. To the extent that a distribution exceeds the current and accumulated “earnings and profits” of the distributing company, such distribution will be treated first as a tax-free return of capital to the extent of a U.S. Holder’s adjusted tax basis in its New Seabridge Shares or Valor Spin-Out Shares, as applicable, and thereafter as gain from the sale or exchange of such shares, as applicable (see “Material United states Federal income Tax Considerations - Sale or Other Taxable Disposition of New Seabridge Shares and Valor Spin-Out Shares” below). The Company is currently consulting with its tax advisors to determine whether it may be able to obtain a calculation of its current and accumulated earnings and profits, as computed under applicable U.S. federal income tax principles, through the end of the Company’s tax year which includes the Effective Date. Although the Company intends to use commercially reasonable efforts to obtain such calculation, there can be no assurance that it will be able to do so. Neither the Company nor Valor can provide any assurances that it will maintain calculations of its earnings and profits in accordance with U.S. federal income tax principles in any future tax year, and, accordingly, each U.S. Holder may therefore be required to assume that any distribution with respect to New Seabridge Shares or Valor Spin-Out Shares, as applicable, will constitute ordinary dividend income. Dividends received on New Seabridge Shares or Valor Spin-Out Shares, as applicable, generally will not be eligible for the “dividends received deduction” generally applicable to corporations. Subject to applicable limitations and provided the distributing company is eligible for the benefits of the Convention or the New Seabridge Shares or Valor Spin-Out Shares, as applicable, are readily tradable on a U.S. securities market, dividends paid by the distributing company to non-corporate U.S. Holders, including individuals, generally will be eligible for the preferential tax rates applicable to long-term capital gains for dividends, provided certain holding period and other conditions are satisfied, including that the applicable distributing company not be classified as a PFIC in the tax year of distribution or in the preceding tax year. A dividend generally will be taxed to a U.S. Holder at ordinary income tax rates (rather than preferential rates for qualified dividend income to the extent otherwise applicable) if the distributing company is a PFIC for the tax year of such distribution or the preceding tax year. The dividend rules are complex, and each U.S. Holder should consult its own tax advisor regarding the application of such rules.

Sale or Other Taxable Disposition of New Seabridge Shares and Valor Spin-Out Shares

Upon the sale or other taxable disposition of New Seabridge Shares or Valor Spin-Out Shares, a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference, if any, between (a) the U.S. dollar value of any cash received plus the fair market value of any property received and (b) such U.S. Holder’s adjusted tax basis in such shares sold or otherwise disposed of. Gain or loss recognized on such sale or other taxable disposition generally will be long-term capital gain or loss if, at the time of the sale or other taxable disposition, the New Seabridge Shares or Valor Spin-Out Shares, as applicable, have been held for longer than one year. Preferential tax rates currently apply to long-term capital gain of a U.S. Holder that is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gain of a U.S. Holder that is a corporation. Deductions for capital losses are subject to significant limitations under the U.S. Tax Code.

Passive Foreign Investment Company Rules

If the Company or Valor were to be classified as a PFIC for any tax year during a U.S. Holder’s holding period, then certain potentially adverse rules would affect the U.S. federal income tax considerations applicable to such U.S. Holder arising from and relating to the ownership and disposition of New Seabridge Shares or Valor Spin-Out Shares, as applicable.

As discussed above, the Company believes that it was classified as a PFIC for its prior tax year and based on current business plans and financial projections, the Company expects to be classified as a PFIC for its current tax year and expects to be classified as a PFIC in one or more future tax years. Based on current business plans and financial projections, the Company also expects Valor to be classified as a PFIC for its current tax year and expects Valor to be classified as a PFIC in one or more future tax years. No opinion of legal counsel or ruling from the IRS concerning the status of the Company or Valor as a PFIC has been obtained or is currently planned to be requested. The determination of whether any corporation was, or will be, a PFIC for a tax year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. In addition, whether any corporation will be a PFIC for any tax year depends on the assets and income of such corporation over the course of each such tax year and, as a result, the PFIC status of the Company and each of its non-U.S. subsidiaries for the current tax year cannot be predicted with certainty as of the date of this Circular. Accordingly, there can be no assurance that the IRS will not challenge whether the Company was a PFIC in a prior year or whether the Company or Valor or either of their respective non-U.S. subsidiaries is or will be a PFIC in the current or future tax years. Each U.S. Holder should consult its own tax advisors regarding the PFIC status of the Company and Valor and each of their respective non-U.S. subsidiaries.

In addition, in any year in which the Company or Valor, as applicable, is classified as a PFIC, a U.S. Holder will be required to file an annual report with the IRS containing such information as Treasury Regulations and/or other IRS guidance may require. In addition to penalties, a failure to satisfy such reporting requirements may result in an extension of the time period during which the IRS can assess a tax. U.S. Holders should consult their own tax advisors regarding the requirements of filing such information returns under these rules, including the requirement to file an IRS Form 8621 annually.

Under certain attribution rules, if the Company or Valor, as applicable, is classified as a PFIC, U.S. Holders will generally be deemed to own their proportionate share of its direct or indirect equity interest in any non-U.S. company that is also a PFIC (a “Subsidiary PFIC”), and will generally be subject to U.S. federal income tax under the default rules of Section 1291 of the U.S. Tax Code discussed below on their proportionate share of (i) any “excess distributions,” as described below, on the shares of a Subsidiary PFIC and (ii) a disposition or deemed disposition of the stock of a Subsidiary PFIC by the Company or Valor, as applicable, or another Subsidiary PFIC, in each case as if such U.S. Holders directly held the shares of such Subsidiary PFIC. In addition, U.S. Holders may be subject to U.S. federal income tax on any indirect gain realized on the stock of a Subsidiary PFIC on the sale or disposition of New Seabridge Shares or Valor Spin-Out Shares, as applicable. Accordingly, U.S. Holders should be aware that they could be subject to tax under the PFIC rules even if no distributions are received and no redemptions or other dispositions of New Seabridge Shares or Valor Spin-Out Shares, as applicable, are made.

Default PFIC Rules Under Section 1291 of the U.S. Tax Code

If the Company or Valor, as applicable, is classified as a PFIC for any tax year during which a U.S. Holder owns New Seabridge Shares or Valor Spin-Out Shares, as applicable, the U.S. federal income tax considerations applicable to such U.S. Holder arising from and relating to the ownership and disposition of New Seabridge Shares or Valor Spin-Out Shares will depend on whether and when such U.S. Holder makes elections to treat the Company or Valor, as applicable, and each of their respective Subsidiary PFICs, if any, as a QEF or makes a Mark-to-Market Election with respect to New Seabridge Shares or Valor Spin-Out Shares, as applicable.

A Non-Electing U.S. Holder will be subject to the default rules of Section 1291 of the U.S. Tax Code described below with respect to (a) any gain recognized on the sale or other taxable disposition of its New Seabridge Shares or Valor Spin-Out Shares, as applicable, and (b) any “excess distribution” received on its New Seabridge Shares or Valor Spin-Out Shares, as applicable. A distribution generally will be an “excess distribution” to the extent that such distribution (together with all other distributions with respect to its New Seabridge Shares or Valor Spin-Out Shares received in the current tax year) exceeds 125% of the average annual distributions such U.S. Holder has received from the Company or Valor, as applicable, during the three preceding tax years (or during a U.S. Holder’s holding period for New Seabridge Shares or Valor Spin-Out Shares, if shorter).

Under Section 1291 of the U.S. Tax Code, if the Company or Valor was to be classified as a PFIC during a Non-Electing U.S. Holder’s holding period of the New Seabridge Shares or Valor Spin- Out Shares, as applicable, any gain recognized on the sale or other taxable disposition of such shares (including an indirect disposition of the stock of any Subsidiary PFIC), and any “excess distribution” received on such shares (or a distribution by a Subsidiary PFIC to its shareholder that is deemed to be received by a U.S. Holder) must be ratably allocated to each day in the Non-Electing U.S. Holder’s holding period for the respective shares. The amount of any such gain or excess distribution allocated to the tax year of disposition or distribution of the excess distribution and to years before the entity became a PFIC, if any, would be taxed as ordinary income (and not eligible for certain preferential tax rates). The amounts allocated to any other tax year would be subject to U.S. federal income tax at the highest tax rate applicable to ordinary income in each such year, and an interest charge would be imposed on the tax liability for each such year, calculated as if such tax liability had been due in each such year. A Non-Electing U.S. Holder that is not a corporation must treat any such interest paid as “personal interest,” which is not deductible.

If the Company or Valor is classified as a PFIC for any tax year during which a Non-Electing U.S. Holder owns New Seabridge Shares or Valor Spin-Out Shares, as applicable, the applicable company will continue to be treated as a PFIC, regardless of whether such company ceases to be a PFIC in one or more subsequent tax years. A Non-Electing U.S. Holder may terminate ongoing deemed PFIC status with respect to its New Seabridge Shares or Valor Spin-Out Shares, as applicable, by electing to recognize gain (which will be taxed under the default rules of Section 1291 of the U.S. Tax Code as discussed above), but not loss, as if such shares were sold on the last day of the last tax year for which the applicable company was a PFIC.

QEF Election

A U.S. Holder that makes a timely and effective QEF Election with respect to the Company or Valor, as applicable, for the first tax year in which the holding period of New Seabridge Shares or Valor Spin-Out Shares, as applicable, begins generally will not be subject to the default rules of Section 1291 of the U.S. Tax Code discussed above with respect to such shares. A U.S. Holder that makes a timely and effective QEF Election with respect to the Company or Valor, as applicable, will be subject to U.S. federal income tax on such U.S. Holder’s pro rata share of (a) the net capital gain of the Company or Valor, as applicable, which will be taxed as long-term capital gain to such U.S. Holder, and (b) the ordinary earnings of the Company or Valor, as applicable, which will be taxed as ordinary income to such U.S. Holder. Generally, “net capital gain” is the excess of (a) net long-term capital gain over (b) net short-term capital loss, and “ordinary earnings” are the excess of (a) “earnings and profits” over (b) net capital gain. A U.S. Holder that makes a QEF Election with respect to the Company or Valor, as applicable, will be subject to U.S. federal income tax on such amounts for each tax year in which the Company or Valor, as applicable, is a PFIC, regardless of whether such amounts are actually distributed to such U.S. Holder. However, for any tax year in which the Company or Valor, as applicable, is a PFIC and has no net income or gain, U.S. Holders that have made a QEF Election with respect to the applicable company would not have any income inclusions as a result of the QEF Election. If a U.S. Holder that made a QEF Election has an income inclusion, such a U.S. Holder may, subject to certain limitations, elect to defer payment of current U.S. federal income tax on such amounts, subject to an interest charge. If such U.S. Holder is not a corporation, any such interest paid will be treated as “personal interest”, which is not deductible.

A U.S. Holder that makes a timely and effective QEF Election with respect to the Company or Valor, as applicable, generally (a) may receive a tax-free distribution from the applicable company to the extent that such distribution represents the “earnings and profits” of the distributing company, as computed under U.S. federal income tax principles, that were previously included in income by the U.S. Holder because of such QEF Election and (b) will adjust such U.S. Holder’s tax basis in the New Seabridge Shares or Valor Spin-Out Shares, as applicable, to reflect the amount included in income or allowed as a tax-free distribution because of such QEF Election. In addition, a U.S. Holder that makes a QEF Election generally will recognize capital gain or loss on the sale or other taxable disposition of New Seabridge Shares or Valor Spin-Out Shares, as applicable.

The procedure for making a QEF Election, and the U.S. federal income tax consequences of making a QEF Election, will depend on whether such QEF Election is timely. A QEF Election will be treated as “timely” for purposes of avoiding the default PFIC rules discussed above if such QEF Election is made for the first year in the U.S. Holder’s holding period for the New Seabridge Shares or Valor Spin-Out Shares, as applicable, in which the Company or Valor, as applicable, was a PFIC. A U.S. Holder may make a timely QEF Election by filing the appropriate QEF Election documents at the time such U.S. Holder files a U.S. federal income tax return for such year. If a U.S. Holder does not make a timely and effective QEF Election with respect to the Company or Valor, as applicable, for the first year in the U.S. Holder’s holding period for the New Seabridge Shares or Valor Spin-Out Shares, as applicable, the U.S. Holder may still be able to make a timely and effective QEF Election in a subsequent year if such U.S. Holder meets certain requirements and makes a “purging” election to recognize gain (which will be taxed under the default rules of Section 1291 of the U.S. Tax Code discussed above) as if such shares were sold for their fair market value on the day the QEF Election is effective. If a U.S. Holder makes a QEF Election but does not make a “purging” election to recognize gain as discussed in the preceding sentence, then such U.S. Holder will be subject to the QEF Election rules and will continue to be subject to tax under the default rules of Section 1291 of the U.S. Tax Code discussed above with respect to its New Seabridge Shares or Valor Spin-Out Shares, as applicable.

A QEF Election will apply to the tax year for which such QEF Election is timely made and to all subsequent tax years, unless such QEF Election is invalidated or terminated or the IRS consents to revocation of such QEF Election. If a U.S. Holder makes a QEF Election and, in a subsequent tax year, the Company or Valor, as applicable, ceases to be a PFIC, the QEF Election will remain in effect (although it will not be applicable) during those tax years in which the Company or Valor, as applicable, is not a PFIC. Accordingly, if the Company or Valor, as applicable, becomes a PFIC again in a later tax year, the QEF Election will still be effective, and the U.S. Holder will be subject to the QEF rules described above during any subsequent tax year in which the Company or Valor, as applicable, qualifies as a PFIC.

If a U.S. Holder owns PFIC stock indirectly through another PFIC, separate QEF Elections must be made for the PFIC in which the U.S. Holder is a direct shareholder and the Subsidiary PFIC for the QEF rules to apply to both PFICs.

For each tax year that the Company or Valor, as applicable, is classified as a PFIC as determined by the Company or Valor, as applicable, based on its reasonable analysis, upon the written request of a U.S. Holder, the Company or Valor, as applicable, will make publicly available a “PFIC Annual Information Statement” for the Company or Valor, as applicable, as described in U.S. Treasury Regulation Section 1.1295-1(g) (or any successor Treasury Regulation) and information and documentation that a U.S. Holder is required to obtain for U.S. federal income tax purposes in making a QEF Election with respect to the Company or Valor, as applicable.

The Company or Valor, as applicable, may elect to provide such information on its website. However, U.S. Holders should be aware that the Company or Valor, as applicable, can provide no assurances that it will provide any such information relating to any Subsidiary PFIC and as a result, a QEF Election may not be available with respect to any Subsidiary PFIC. Because the Company or Valor, as applicable, may own shares in one or more Subsidiary PFICs at any time, U.S. Holders will continue to be subject to the rules discussed above with respect to the taxation of gains and excess distributions with respect to any Subsidiary PFIC for which the U.S. Holders do not obtain such required information. Each U.S. Holder should consult its own tax advisors regarding the availability of, and procedure for making, a QEF Election and any Subsidiary PFIC.

A U.S. Holder makes a QEF Election by attaching a completed IRS Form 8621, including a PFIC Annual Information Statement, to a timely filed U.S. federal income tax return. However, if the Company or Valor, as applicable, does not provide the required information with regard to the Company or Valor, as applicable, or any Subsidiary PFICs, if any, U.S. Holders will not be able to make a QEF Election for such entity and will continue to be subject to the default rules of Section 1291 of the U.S. Tax Code discussed above that apply to Non-Electing U.S. Holders with respect to the taxation of gains and excess distributions.

Mark-to-Market Election

A U.S. Holder may make a Mark-to-Market Election with respect to New Seabridge Shares or Valor Spin-Out Shares, as applicable, only if such shares are marketable stock. Such shares generally will be “marketable stock” if they are regularly traded on (a) a national securities exchange that is registered with the SEC, (b) the national market system established pursuant to Section 11A of the U.S. Exchange Act or (c) a non-U.S. securities exchange that is regulated or supervised by a governmental authority of the country in which the market is located, provided that (i) such non-U.S. exchange has trading volume, listing, financial disclosure, and surveillance requirements, and meets other requirements and the laws of the country in which such non-U.S. exchange is located, together with the rules of such non-U.S. exchange, ensure that such requirements are actually enforced and (ii) the rules of such non-U.S. exchange effectively promote active trading of listed stocks. If such stock is traded on such a qualified exchange or other market, such stock generally will be considered “regularly traded” for any calendar year during which such stock is traded, other than in de minimis quantities, on at least 15 days during each calendar quarter. U.S. Holders should consult their own tax advisors regarding the marketable stock rules. There is no assurance that the New Seabridge Shares or Valor Spin-Out Shares will be marketable stock for this purpose.

A U.S. Holder that makes a timely and effective Mark-to-Market Election with respect to New Seabridge Shares or Valor Spin-Out Shares, as applicable, generally will not be subject to the default rules of Section 1291 of the U.S. Tax Code discussed above with respect to such shares. However, if a U.S. Holder does not make a Mark-to-Market Election beginning in the first tax year of such U.S. Holder’s holding period for New Seabridge Shares or Valor Spin-Out Shares, as applicable, for which the Company or Valor, as applicable, is a PFIC and such U.S. Holder has not made a timely QEF Election, the default rules of Section 1291 of the U.S. Tax Code discussed above will apply to certain dispositions of, and distributions on, the New Seabridge Shares or Valor Spin-Out Shares, as applicable.

A U.S. Holder that makes a timely and effective Mark-to-Market Election will include in ordinary income, for each tax year in which the Company or Valor, as applicable, is a PFIC, an amount equal to the excess, if any, of (a) the fair market value of New Seabridge Shares or Valor Spin- Out Shares, as applicable, held by such U.S. Holder, as of the close of such tax year over (b) such U.S. Holder’s adjusted tax basis in the New Seabridge Shares or Valor Spin-Out Shares, as applicable. A U.S. Holder that makes a Mark-to-Market Election will be allowed a deduction in an amount equal to the excess, if any, of (i) such U.S. Holder’s adjusted tax basis in the New Seabridge Shares or Valor Spin-Out Shares, as applicable, over (ii) the fair market value of such shares (but only to the extent of the net amount of previously included income as a result of the Mark-to-Market Election for prior tax years).

A U.S. Holder that makes a timely and effective Mark-to-Market Election generally also will adjust such U.S. Holder’s tax basis in the New Seabridge Shares or Valor Spin-Out Shares, as applicable, to reflect the amount included in gross income or allowed as a deduction because of such Mark-to-Market Election. In addition, upon a sale or other taxable disposition of New Seabridge Shares or Valor Spin-Out Shares, as applicable, a U.S. Holder that makes a Mark-to-Market Election will recognize ordinary income or ordinary loss (not to exceed the excess, if any, of (a) the amount included in ordinary income because of such Mark-to-Market Election for prior tax years over (b) the amount allowed as a deduction because of such Mark-to-Market Election for prior tax years). Losses that exceed this limitation are subject to the rules generally applicable to losses provided in the U.S. Tax Code and Treasury Regulations.

A U.S. Holder makes a Mark-to-Market Election by attaching a completed IRS Form 8621 to a timely filed U.S. federal income tax return. A timely Mark-to-Market Election applies to the tax year for which such Mark-to-Market Election is made and to each subsequent tax year, unless the New Seabridge Shares or Valor Spin-Out Shares, as applicable, cease to be “marketable stock” or the IRS consents to the revocation of such election. Each U.S. Holder should consult its own tax advisor regarding the availability of, and procedure for making, a Mark-to-Market Election.

Although a U.S. Holder may be eligible to make a Mark-to-Market Election with respect to the New Seabridge Shares or Valor Spin-Out Shares, as applicable, no such election may be made with respect to the stock of any Subsidiary PFIC that a U.S. Holder is treated as owning if such stock is not itself marketable stock. Hence, the Mark-to-Market Election would not be effective to avoid the application of the default rules of Section 1291 of the U.S. Tax Code described above with respect to deemed dispositions of Subsidiary PFIC stock or distributions from a Subsidiary PFIC to its shareholder.

Other PFIC Rules

Under Section 1291(f) of the U.S. Tax Code, the IRS has issued proposed Treasury Regulations that, subject to certain exceptions, would cause a U.S. Holder that has not made a timely QEF Election to recognize gain (but not loss) upon certain transfers of its New Seabridge Shares or Valor Spin-Out Shares, as applicable, that would otherwise be tax-deferred (e.g., gifts and exchanges pursuant to corporate reorganizations) in the event that the Company or Valor, as applicable, is a PFIC during a U.S. Holder’s holding period for the relevant shares. However, the specific U.S. federal income tax considerations applicable to a U.S. Holder may vary based on the manner in which the New Seabridge Shares or Valor Spin-Out Shares, as applicable, are transferred.

If finalized in their current form, the proposed Treasury Regulations applicable to PFICs would be effective for transactions occurring on or after April 1, 1992. Because the proposed Treasury Regulations have not yet been adopted in final form, they are not currently effective, and there is no assurance that they will be adopted in the form and with the effective date proposed. Nevertheless, the IRS has announced that, in the absence of final Treasury Regulations, taxpayers may apply reasonable interpretations of the U.S. Tax Code provisions applicable to PFICs and that it considers the rules set forth in the proposed Treasury Regulations to be reasonable interpretations of those U.S. Tax Code provisions. The PFIC rules are complex, and the implementation of certain aspects of the PFIC rules requires the issuance of Treasury Regulations which in many instances have not been promulgated and which, when promulgated, may have retroactive effect. U.S. Holders should consult their own tax advisors about the potential applicability of the proposed Treasury Regulations.

Certain additional adverse rules may apply with respect to a U.S. Holder if the Company or Valor, as applicable, is a PFIC, regardless of whether such U.S. Holder makes a QEF Election. For example, under Section 1298(b)(6) of the U.S. Tax Code, a U.S. Holder that uses New Seabridge Shares or Valor Spin-Out Shares, as applicable, as security for a loan will, except as may be provided in Treasury Regulations, be treated as having made a taxable disposition of such shares.

In addition, a U.S. Holder who acquires New Seabridge Shares or Valor Spin-Out Shares, as applicable, from a decedent will not receive a “step up” in tax basis of such shares to fair market value unless such decedent had a timely and effective QEF Election in place.

Special rules also apply to the amount of foreign tax credit that a U.S. Holder may claim on a distribution from a PFIC. Subject to such special rules, non-U.S. taxes paid with respect to any distribution in respect of stock in a PFIC are generally eligible for the foreign tax credit. The rules relating to distributions by a PFIC and their eligibility for the foreign tax credit are complicated, and a U.S. Holder should consult with its own tax advisors regarding the availability of the foreign tax credit with respect to distributions by a PFIC.

The PFIC rules are complex, and each U.S. Holder should consult its own tax advisor regarding the PFIC rules (including the availability and advisability of making a QEF Election or Mark-to-Market Election) and how the PFIC rules may affect the U.S. federal income tax considerations arising from and relating to the ownership, and disposition of New Seabridge Shares or Valor Spin-Out Shares.

Additional Tax Considerations

Receipt of Foreign Currency

The amount of any distribution paid to a U.S. Holder in non-U.S. currency, or payment received in non-U.S. currency in connection with the Arrangement or on the sale, exchange or other taxable disposition of New Seabridge Shares or Valor Spin-Out Shares, as applicable, generally will be equal to the U.S. dollar value of such non-U.S. currency based on the exchange rate applicable on the date of receipt or, if applicable, the date of settlement if such shares are traded on an established securities market (regardless of whether such non-U.S. currency is converted into U.S. dollars at that time). If the non-U.S. currency received is not converted into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the non-U.S. currency equal to its U.S. dollar value on the date of receipt. Any U.S. Holder who converts or otherwise disposes of the non-U.S. currency after the date of receipt may have a non-U.S. currency exchange gain or loss that would be treated as ordinary income or loss, and generally will be U.S. source income or loss for non-U.S. tax credit purposes. Different rules apply to U.S. Holders who use the accrual method of tax accounting. Each U.S. Holder should consult its own U.S. tax advisor regarding the U.S. federal income tax considerations arising from or relating to the acquisition, ownership and disposition of non-U.S. currency.

Foreign Tax Credit

Dividends paid on the New Seabridge Shares (including, without limitation, the receipt of the Valor Spin-Out Shares pursuant to the Arrangement to the extent characterized as a dividend) or Valor Spin-Out Shares, as applicable, will be treated as non-U.S.-source income, and generally will be treated as “passive category income” or “general category income” for U.S. foreign tax credit purposes. Any gain or loss recognized on a sale or other disposition of New Seabridge Shares or Valor Spin-Out Shares, as applicable, generally will be U.S.-source gain or loss. Certain U.S. Holders that are eligible for the benefits of the Convention may elect to treat such gain or loss as Canadian-source gain or loss for U.S. foreign tax credit purposes. The U.S. Tax Code applies various complex limitations on the amount of non-U.S. taxes that may be claimed as a credit by U.S. taxpayers. In addition, Treasury Regulations that apply to foreign taxes paid or accrued (the “Foreign Tax Credit Regulations”) impose additional requirements for non-U.S. withholding taxes to be eligible for a foreign tax credit, and there can be no assurance that those requirements will be satisfied. The U.S. Department of the Treasury has released guidance temporarily pausing the application of certain of the Foreign Tax Credit Regulations.

Subject to the PFIC rules and the Foreign Tax Credit Regulations, each as discussed above, a U.S. Holder that pays (whether directly or through withholding) Canadian income tax with respect to dividends paid on the New Seabridge Shares or Valor Spin-Out Shares, as applicable, generally will be entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for such Canadian income tax paid. Generally, a credit will reduce a U.S. Holder’s U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder’s income that is subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all non-U.S. taxes paid or accrued (whether directly or through withholding) by a U.S. Holder during a year. The foreign tax credit rules are complex and involve the application of rules that depend on a U.S. Holder’s particular circumstances. Accordingly, each U.S. Holder should consult its own U.S. tax advisor regarding the foreign tax credit rules.

Information Reporting and Backup Withholding

Under U.S. federal income tax laws and Treasury Regulations, certain categories of U.S. Holders must file information returns with respect to their investment in, or involvement in, a non-U.S. corporation. For example, U.S. return disclosure obligations (and related penalties) are imposed on individuals who are U.S. Holders that hold certain specified foreign financial assets in excess of certain threshold amounts. The definition of specified foreign financial assets includes not only financial accounts maintained in foreign financial institutions, but also, unless held in accounts maintained by a financial institution, any stock or security issued by a non-U.S. person, any financial instrument or contract held for investment that has an issuer or counterparty other than a U.S. person and any interest in a non-U.S. entity. U.S. Holders may be subject to these reporting requirements unless their New Seabridge Shares or Valor Spin-Out Shares, as applicable, are held in an account at certain financial institutions. Penalties for failure to file certain of these information returns are substantial. U.S. Holders should consult their own tax advisors regarding the requirements of filing information returns, including the requirement to file an IRS Form 8938.

Payments made within the United States, or by a U.S. payor or U.S. middleman, of (a) dividends on, and proceeds arising from the sale or other taxable disposition of, Seabridge Common Shares (including, without limitation, to the extent that the receipt of the Valor Spin-Out Shares pursuant to the Arrangement is characterized as a dividend and/or deemed taxable disposition), New Seabridge Shares or Valor Spin-Out Shares, as applicable, or (b) any other payments received in connection with the Arrangement (including, without limitation, U.S. Holders exercising Dissent Rights), generally may be subject to information reporting and backup withholding, currently at the rate of 24%, if a U.S. Holder (a) fails to furnish such U.S. Holder’s correct U.S. taxpayer identification number (generally on IRS Form W-9), (b) furnishes an incorrect U.S. taxpayer identification number, (c) is notified by the IRS that such U.S. Holder has previously failed to properly report items subject to backup withholding, or (d) fails to certify, under penalty of perjury, that such U.S. Holder has furnished its correct U.S. taxpayer identification number and that the IRS has not notified such U.S. Holder that it is subject to backup withholding. However, certain exempt persons, such as U.S. Holders that are corporations, generally are excluded from these information reporting and backup withholding rules. Backup withholding is not an additional tax. Any amounts withheld under the U.S. backup withholding rules generally will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS in a timely manner.

The discussion of reporting requirements set forth above is not intended to constitute a complete description of all reporting requirements that may apply to a U.S. Holder. A failure to satisfy certain reporting requirements may result in an extension of the time period during which the IRS can assess a tax, and under certain circumstances, such an extension may apply to assessments of amounts unrelated to any unsatisfied reporting requirement. Each U.S. Holder should consult its own tax advisor regarding the information reporting and backup withholding rules.

THE ABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSIDERATIONS APPLICABLE TO U.S. HOLDERS WITH RESPECT TO THE ARRANGEMENT OR THE OWNERSHIP AND DISPOSITION OF NEW SEABRIDGE SHARES OR VALOR SPIN-OUT SHARES RECEIVED PURSUANT TO THE ARRANGEMENT. U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSIDERATIONS APPLICABLE TO THEM IN THEIR OWN PARTICULAR CIRCUMSTANCES.

ADDITIONAL INFORMATION

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person or proposed director of the Company, and no associate or affiliate of the foregoing persons, has or has had any material interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed financial year or in any proposed transaction which in either such case has materially affected or would materially affect the Company or any of its subsidiaries.

MANAGEMENT CONTRACTS

No management functions of the Company are performed to any substantial degree by a person other than the directors or executive officers of the Company.

RESPONSE TO SHAREHOLDERS

The Company communicates regularly with its shareholders and maintains a website at https://www.seabridgegold.com. Information concerning the KSM Project is available at www.ksmproject.com. The Company also provides information through its Facebook, LinkedIn and Twitter accounts at:

Management is available to shareholders to respond to questions and concerns on a prompt basis. The Board believes that management’s communications with shareholders, and the avenues available for shareholders and others interested in the Company to have their inquiries about the Company answered, are responsive and effective.

If you have issues, questions or comments which you would like to have considered by directors at the Meeting please advise us at: The Corporate Secretary, Seabridge Gold Inc., 106 Front Street East, Suite 400, Toronto, Ontario, Canada M5A 1E1, info@seabridgegold.com or by fax at 416-367-2711.

INFORMATION RELATING TO THE COMPANY

Additional information relating to the Company is on SEDAR+ at www.sedarplus.ca. Shareholders may contact the Company at 106 Front Street East, Suite 400, Toronto, Ontario, Canada M5A 1E1 or by phone 416-367-9292 or by fax 416-367-2711 or by e-mail at info@seabridgegold.com to request copies of the Company’s financial statements and MD&A.

Financial information is provided in the Company’s comparative financial statements and MD&A for its most recently completed financial year which are filed on SEDAR+. Information regarding the Audit Committee of the Company required to be disclosed under Canadian securities laws may be found in the Company’s Annual Information Form under Item 9 – Audit Committee Information.

The Company also files with the United States Securities and Exchange Commission and the New York Stock Exchange and its Annual Report on Form 40-F is available at www.sec.gov/edgar.shtml.

APPROVAL

The Board has approved the contents and sending of this Circular.

DATED at Toronto, Ontario as of this 30^th day of March, 2026.

SEABRIDGE GOLD INC.

“Rudi P. Fronk”

Rudi P. Fronk

Chairman and CEO

APPENDICES

Appendix “A”

Arrangement Resolution

BE IT RESOLVED AS A SPECIAL RESOLUTION OF THE SEABRIDGE SHAREHOLDERS THAT:

such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.

Appendix “B”

Arrangement Agreement and Plan of Arrangement

ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT is dated as of the 23rd day of March, 2026.

BETWEEN:

SEABRIDGE GOLD INC., a corporation organized pursuant to the laws of Canada

(“Seabridge”)

- and -

VALOR GOLD CORP., a corporation organized pursuant to the laws of Canada

(“Valor”)

WHEREAS Seabridge is the registered and beneficial owner of all of the issued and outstanding Valor Shares;

AND WHEREAS Seabridge and Valor have agreed to proceed with corporate restructuring by way of a statutory arrangement under the CBCA, pursuant to which Seabridge and Valor will participate in a series of transactions whereby, among other things, Seabridge will distribute Valor Shares to the holders of Seabridge Common Shares such that holders of Seabridge Common Shares (other than Dissenting Shareholders) will also become holders of Valor Shares;

AND WHEREAS as a condition precedent to the distribution, Seabridge has agreed to provide cash capital to Valor in the form of the Gold Stream Agreement deposit and an additional subscription for shares of Valor;

AND WHEREAS Seabridge proposes to have the Seabridge Shareholders consider the Arrangement pursuant to Section 192 of the CBCA, on the terms and conditions set forth in the Plan of Arrangement;

AND WHEREAS each of the parties to this Agreement has agreed to participate in and support the Arrangement;

AND WHEREAS each of the parties to this Agreement intend that the issuance of the securities pursuant to the Plan of Arrangement be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof.

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and the respective covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties hereto do hereby covenant and agree as follows:

ARTICLE 1

INTERPRETATION

In this Agreement, including the recitals hereto, unless there is something in the subject matter or context inconsistent therewith, the following capitalized words and terms shall have the following meanings:

“Agreement” means this arrangement agreement, including the schedules, appendices and exhibits attached hereto, as may be supplemented or amended from time to time;

“Arrangement” means the arrangement under Section 192 of the CBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with this Agreement or the Plan of Arrangement or made at the direction of the Court in the Final Order with the consent of Seabridge;

“Arrangement Resolution” means the special resolution of the Seabridge Shareholders in respect of the Arrangement to be considered at the Meeting, the full text of which is attached as Schedule “B” hereto;

“Articles of Arrangement” means the articles of arrangement of Seabridge in respect of the Arrangement required by the CBCA to be sent to the Director after the Final Order is made, which shall include the Plan of Arrangement and otherwise be in a form and content satisfactory to Seabridge;

“Board of Directors” means the duly appointed board of directors of the applicable company;

“Business Day” means a day, other than a Saturday, Sunday or statutory holiday, when banks are generally open in the City of Toronto, Ontario and Vancouver, British Columbia for the transaction of banking business;

“CBCA” means the Canada Business Corporations Act and the regulations made thereunder, as promulgated or amended from time to time;

“Circular” means the management information circular of Seabridge to be prepared and sent to the Seabridge Shareholders in connection with the Meeting, together with any amendments or supplements thereto;

“Courageous Lake Project” means the Courageous Lake project comprising 50,240 hectares of mineral leases and mining claims located 240 km northeast of Yellowknife, NWT;

“Court” means the Supreme Court of British Columbia;

“Director” means the director appointed under Section 260 of the CBCA;

“Dissent Rights” has the meaning set forth in Section 5.1 of the Plan of Arrangement;

“Dissent Shares” means Seabridge Common Shares the holders whereof have duly exercised their Dissent Rights;

“Dissenting Shareholder” means a registered holder of Seabridge Common Shares who has duly and validly exercised the Dissent Rights in respect of the Arrangement, has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights and is ultimately entitled to be paid for their Seabridge Common Shares;

“Effective Date” means the date of certification of the Articles of Arrangement by the Director in accordance with Section 192(8) of the CBCA;

“Effective Time” means 12:01 a.m. (Vancouver time) on the Effective Date;

“Final Order” means the final order of the Court pursuant to Section 192(3) of the CBCA, after a hearing upon the substantive and procedural fairness of the terms and conditions of the Arrangement and after being informed of the intention to rely upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof with respect to the New Seabridge Shares and the Valor Shares to be issued pursuant to the Arrangement, in a form acceptable to Seabridge approving the Arrangement as such order may be amended by the Court at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to Seabridge) on appeal, and after notice and a hearing at which all Seabridge Shareholders have the right to appear;

“Gold Stream Agreement” means the Gold Purchase Agreement to be entered into between Seabridge and Valor on the Effective Date, in substantially the form attached as Schedule “C” hereto, pursuant to which Valor, in consideration for the payment by Seabridge of an upfront deposit of US$3,591,000 (approximately C$4,900,000), shall sell and deliver to Seabridge 10% of the refined gold produced from the Courageous Lake Project at a cash Purchase Price (as defined in the Gold Stream Agreement) of US$4,000 per ounce, in each case when the quarterly average market price of gold equals or exceeds US$4,000 per ounce, provided that Valor shall have no right to convert, buy back, or otherwise reacquire Seabridge’s rights under the agreement;

“Guarantees” means, collectively, (i) the Guarantee Agreement dated July 26, 2002 between Seabridge and Newmont, pursuant to which Seabridge guarantees the secured obligations of SNWT under an Instrument of Delivery dated effective July 26, 2002 between SNWT and Newmont relating to a SNWT Debenture dated July 26, 2002 held by Newmont in the principal amount of US$21,420,000, and (ii) the Guarantee Agreement dated July 26, 2002 between Seabridge and Total Resources, pursuant to which Seabridge guarantees the secured obligations of SNWT under an Instrument of Delivery dated effective July 26, 2002 between SNWT and Total Resources relating to a SNWT Debenture dated July 26, 2002 held by Total Resources in the principal amount of US$20,580,000;

“Intercorporate Debt” is as described in Section 3.1(e) herein;

“Interim Order” means the interim order of the Court, after the application to the Court as contemplated by Section 2.4 herein and after being informed of the intention to rely upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof with respect to the New Seabridge Shares and the Valor Shares to be issued pursuant to the Arrangement, in a form acceptable to Seabridge, containing declarations and directions with respect to the Arrangement and the holding of the Meeting, as such order may be affirmed, amended and modified;

“Issuable Securities” is as described in Section 2.4 herein;

“Meeting” means the special meeting of Seabridge Shareholders to be held on or about May 22, 2026 and any adjournment(s) or postponement(s) thereof, to be called and held in accordance with the Interim Order to consider and to vote on the Arrangement Resolution and any other matters set out in the Notice of Meeting;

“New Seabridge Shares” means a new class of voting common shares without par value which Seabridge will create and issue as described in Section 2.1(b)(ii) of the Plan of Arrangement and for which the Seabridge Class A Shares are, in part, to be exchanged under the Plan of Arrangement and which immediately after completion of the transaction comprising the Plan of Arrangement, will be identical in every relevant respect to the Seabridge Common Shares;

“Newmont” means Newmont Canada Limited;

“Notice of Meeting” means the notice of the Meeting to be sent to the Seabridge Shareholders, which notice will accompany the Circular;

“NYSE” means the New York Stock Exchange;

“party” means either Seabridge or Valor and “parties” means, collectively, Seabridge and Valor;

“Person” or “person” means and includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, trustee, executor, administrator or other legal representative and the Crown or any agency or instrumentality thereof;

“Plan of Arrangement” means the plan of arrangement in substantially the form of the plan of arrangement which is attached as Schedule “A” hereto and any amendments or variations thereto made in accordance with this Agreement, the Plan of Arrangement or upon the direction of the Court in the Final Order with the consent of Seabridge;

“Property Agreements” means the agreements under which Seabridge or Valor acquired the rights and interests in the Courageous Lake Project held by SNWT as of the date of this Agreement and the other agreements, instruments and documents related to the acquisition of such rights and interests;

“Seabridge” means Seabridge Gold Inc., a company organized pursuant to the laws of Canada;

“Seabridge Class A Shares” means the renamed and redesignated Seabridge Common Shares as described in Section 2.1(b)(i) of the Plan of Arrangement;

“Seabridge Common Shares” means the common shares of Seabridge;

“Seabridge Shareholders” means the holders of Seabridge Common Shares;

“SNWT” means Seabridge Gold (NWT) Inc., a wholly-owned subsidiary of Seabridge organized under the laws of the Northwest Territories;

“Tax Act” means the Income Tax Act (Canada) and the regulations made thereunder, as promulgated or amended from time to time;

“Total Resources” means Total Resources (Canada) Limited;

“TSX” means the Toronto Stock Exchange;

“U.S. Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated from time to time thereunder;

“Valor” means Valor Gold Corp., a company organized pursuant to the laws of Canada; and “Valor Shares” means the common shares of Valor.

The division of this Agreement into articles, sections, subsections, paragraphs and other portions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of the provisions of this Agreement. The terms “this Agreement”, “hereof”, “herein”, “hereunder” and similar expressions refer to this Agreement (including the schedules, appendices and exhibits hereto) as a whole and not to any particular article, section, paragraph or other portion hereof and include any agreement, document or instrument supplementary or ancillary hereto. Unless something in the subject matter or context is inconsistent therewith, all references herein to articles, sections, subsections, paragraphs and other portions are to articles, sections, paragraphs and other portions of this Agreement.

In this Agreement, unless something in the context is inconsistent therewith:

In the event that any date on which any action is required to be taken hereunder by either of the parties hereto is not a Business Day in the place where the action is required to be taken, such action shall be required to be taken on the next succeeding day which is a Business Day at such place, unless otherwise agreed to by the parties hereto.

All amounts of money which are referred to in this Agreement are expressed in lawful money of Canada unless otherwise specified.

The following Schedules are annexed to this Agreement and are incorporated by reference into this Agreement and form a part hereof:

This Agreement, together with the schedules, appendices, exhibits, agreements and other documents herein or therein referred to, constitute the entire agreement between the parties hereto pertaining to the subject manner hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the parties hereto with respect to the subject matter hereof.

ARTICLE 2

THE ARRANGEMENT

Seabridge and Valor agree to effect the Arrangement pursuant to the provisions of Section 192 of the CBCA on the terms and subject to the conditions contained in this Agreement and on the terms set forth in the Plan of Arrangement.

The Arrangement shall become effective on the Effective Date and the steps to be carried out pursuant to the Plan of Arrangement will become effective commencing at the Effective Time immediately after one another in the sequence set out therein or as otherwise specified in the Plan of Arrangement.

Subject to the satisfaction of the terms and conditions contained in this Agreement, and the rights of termination contained in Article 6 hereof, Seabridge and Valor shall each use all reasonable efforts and do all things reasonably required to cause the Arrangement to become effective as soon as reasonably practicable and to cause the transactions contemplated by the Plan of Arrangement and this Agreement to be completed in accordance with their terms.

Subject to the satisfaction of the terms and conditions contained in this Agreement, and the rights of termination contained in Article 6 hereof, Seabridge covenants and agrees that it will, as soon as reasonably practicable, apply to the Court for the Interim Order, such application providing for, among other things, the calling and holding of the Meeting for the purpose of, among other matters, the Seabridge Shareholders considering and, if deemed advisable, approving the Arrangement Resolution, and that, if the approval by the Seabridge Shareholders of the Arrangement Resolution as set forth in the Interim Order is obtained by Seabridge, as soon as reasonably practicable thereafter Seabridge will take the necessary steps to submit the Arrangement to the Court and apply for the Final Order, requesting an order of the Court approving the transactions contemplated herein and the substantive and procedural fairness of the terms and conditions of the exchange, after notice and a hearing upon the fairness of such terms and conditions at which all Seabridge Shareholders have the right to appear. The parties to this Arrangement shall inform the Court that they intend to rely on the exemption provided by Section 3(a)(10) of the U.S. Securities Act from the registration requirements of the U.S. Securities Act for the issuance of the New Seabridge Shares and the Valor Shares (the “Issuable Securities”) pursuant to the Plan of Arrangement, subject to and conditioned upon the Court’s approval of the Arrangement and determination following a hearing at which each Person entitled to receive Issuable Securities pursuant to the Plan of Arrangement has the right to appear and be heard in accordance with the procedures set out in the Interim Order that the Arrangement is substantively and procedurally fair and reasonable to each such Person.

Subject to the rights of termination contained in Article 6 hereof, upon Seabridge obtaining the Final Order and the other conditions contained in Article 5 hereof being complied with or waived, Seabridge shall file the Articles of Arrangement and Seabridge and Valor shall execute and deliver such other documents, if any, to the Director as may be required in order to effect the Arrangement.

The parties agree that the Arrangement will be carried out with the intention that all of the New Seabridge Shares and the Valor Shares issued pursuant to the Plan of Arrangement will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof and similar exemptions under applicable state law. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act, the parties agree that the Arrangement will be carried out on the following basis:

The parties intend that the exchange of the Seabridge Class A Shares for New Seabridge Shares be treated as a tax-deferred recapitalization within the meaning of Section 368(a)(1)(E) of the Code (the “Intended Tax Treatment”). The parties intend that this Agreement be, and is hereby adopted as, a “plan of reorganization” under Section 368 of the Code (as defined in the Plan of Arrangement). Each party hereto agrees to not take any position on any tax return or otherwise take any tax reporting position inconsistent with the Intended Tax Treatment as set forth in this Section2.7, unless otherwise required by applicable law. Notwithstanding the foregoing, the parties do not make any representation, warranty or covenant to any other party or to their shareholders or any other securityholders regarding the U.S. tax treatment of the Arrangement, including, without limitation, the exchange of the Seabridge Class A Shares for New Seabridge Shares, or any other transaction contemplated by this Agreement.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

Seabridge hereby represents and warrants to Valor as follows:

Valor hereby represents and warrants to Seabridge as follows:

ARTICLE 4

COVENANTS

Each of Seabridge and Valor will:

Seabridge hereby covenants and agrees with Valor as follows:

Valor hereby covenants and agrees with Seabridge as follows:

ARTICLE 5

CONDITIONS

The respective obligation of the parties hereto to complete the transactions contemplated by this Agreement, including the Arrangement, the obligation of Seabridge to file the Articles of Arrangement and the obligation of each of Seabridge and Valor to take such other action as is necessary or desirable to give effect to the Arrangement shall be subject to the satisfaction, on or before the Effective Date, of the following conditions:

The obligation of each of Seabridge and Valor to complete the transactions contemplated by this Agreement, including the Arrangement, is further subject to the condition, which may be waived by either of the parties hereto without prejudice to the right of such party hereto to rely on any other condition in favour of such party hereto, that each and every one of the covenants of the other party hereto to be performed on or before the Effective Date pursuant to the terms of this Agreement shall have been performed by such party hereto and that, except as affected by the transactions contemplated by this Agreement, the representations and warranties of the other party hereto shall be true and correct in all material respects on the Effective Date, with the same effect as if such representations and warranties had been made on the Effective Date.

ARTICLE 6

AMENDMENT AND TERMINATION

Subject to any restrictions under the CBCA or in the Final Order, this Agreement (including any schedule, appendix or exhibit attached hereto) may, at any time and from time to time before or after the holding of the Meeting, but prior to the Effective Date, be amended by written agreement of the parties hereto without, subject to applicable law, further notice to, or authorization on the part of, the Seabridge Shareholders. Without limiting the generality of the foregoing, any such amendment may:

This Agreement may, at any time before or after the holding of the Meeting but prior to the Effective Date, be unilaterally terminated by Seabridge without further notice to, or action on the part of, the Seabridge Shareholders and nothing expressed or implied herein or in the Plan of Arrangement shall be construed as fettering the absolute discretion of Seabridge to terminate this Agreement and discontinue efforts to effect the Arrangement for whatever reasons it may consider appropriate.

Upon the termination of this Agreement pursuant to Section 6.2 hereof, neither party hereto shall have any liability or further obligation to the other party hereto.

ARTICLE 7

MERGER AND SURVIVAL

The conditions set out in Sections 5.1 and 5.2 hereof shall be conclusively deemed to have been satisfied, waived or released upon the Effective Date.

The provisions of Article 4 hereof shall be conclusively deemed to have been satisfied in all respects upon the Effective Date, except that the covenants of Valor in Section 4.3(e) and 4.3(f) shall survive the Effective Date.

The representations and warranties of Seabridge and Valor in Section 3.1 and Section 3.2, respectively, shall be conclusively deemed to be correct as of the Effective Date and shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

ARTICLE 8

GENERAL

All notices to either of the parties hereto which may or are required to be given pursuant to any provision of this Agreement shall be given or made in writing and shall be deemed to be validly given if served personally or by email, in each case to the attention of the senior officer at the following address or at such other address as shall be specified by a party hereto by like notice:

if to Seabridge or Valor:

106 Front Street East, Suite 400

Toronto, ON M5A 1E1

Attention: Rudi Fronk, CEO

Email: info@seabridgegold.com

with a copy to (which shall not constitute delivery):

DuMoulin Black LLP

15^th Floor, 1111 West Hastings Street

Vancouver, BC V6E 2J3

Attention: Brian Lindsay

Email: blindsay@dumoulinblack.com

Any notice that is delivered to such address shall be deemed to be delivered on the date of delivery if delivered on a Business Day prior to 5:00 p.m. (local time at the place of receipt) or on the next Business Day if delivered after 5:00 p.m. or on a non-Business Day. Any notice delivered by email shall be deemed to be delivered on the date of transmission if delivered on a Business Day prior to 5:00 p.m. (local time at the place of receipt) or on the next Business Day if delivered after 5:00 p.m. or on a non-Business Day.

Time shall be of the essence of this Agreement.

Neither of the parties hereto may assign its rights or obligations under this Agreement or the Arrangement without the prior written consent of the other.

This Agreement and the Plan of Arrangement shall be binding upon and shall enure to the benefit of each of the parties hereto and the respective successors and permitted assigns thereof.

Any waiver or release of any of the provisions of this Agreement, to be effective, must be in writing executed by the party hereto granting such waiver or release.

Each party hereto shall, from time to time, and at all times hereafter, at the request of the other, but without further consideration, do, or cause to be done, all such other acts, and execute and deliver, or cause to be executed and delivered, all such further agreements, transfers, assurances, instruments or documents as may be reasonably required in order to fully perform and carry out the terms and intent hereof including, without limitation, the Arrangement.

This Agreement shall be governed by, and be construed in accordance with, the exclusive laws of the Province of British Columbia and the federal laws of Canada applicable therein but the reference to such laws shall not, by conflict of laws rules or otherwise, require the application of the law of any jurisdiction other than the Province of British Columbia.

All expenses incurred in connection with this Agreement, the Arrangement and the transactions contemplated hereby and thereby shall be borne by Seabridge.

This Agreement may be executed in one or more counterparts, by original, facsimile or pdf signature, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

[Remainder of page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date and year first above written.

SEABRIDGE GOLD INC.

Schedule “1” to Appendix “B”

Plan of Arrangement

PLAN OF ARRANGEMENT

UNDER THE PROVISIONS OF SECTION 192

OF THE CANADA BUSINESS CORPORATIONS ACT

ARTICLE 1 INTERPRETATION

In this Plan of Arrangement, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

“Agreement” means the arrangement agreement dated as of March 23, 2026, including the schedules, appendices and exhibits attached hereto, as may be supplemented or amended from time to time;

“Arrangement” means the arrangement under Section 192 of the CBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the Agreement or this Plan of Arrangement or made at the direction of the Court in the Final Order with the consent of Seabridge;

“Arrangement Resolution” means the special resolution of the Seabridge Shareholders in respect of the Arrangement to be considered at the Meeting, the full text of which is attached as Schedule “B” to the Agreement;

“Articles of Arrangement” means the articles of arrangement of Seabridge in respect of the Arrangement required by the CBCA to be sent to the Director after the Final Order is made, which shall include this Plan of Arrangement and otherwise be in a form and content satisfactory to Seabridge;

“Board of Directors” means the duly appointed board of directors of the applicable company;

“Business Day” means a day, other than a Saturday, Sunday or statutory holiday, when banks are generally open in the City of Toronto, Ontario and Vancouver, British Columbia for the transaction of banking business;

“CBCA” means the Canada Business Corporations Act and the regulations made thereunder, as promulgated or amended from time to time;

“Circular” means the management information circular of Seabridge to be prepared and sent to the Seabridge Shareholders in connection with the Meeting, together with any amendments or supplements thereto;

“Code” means the United States Internal Revenue Code of 1986, as amended;

“Court” means the Supreme Court of British Columbia;

“Depositary” means Computershare Investor Services Inc., or such other depositary as Seabridge may determine;

“Director” means the director appointed under section 260 of the CBCA;

“Dissent Rights” has the meaning set forth in Section 5.1 of this Plan of Arrangement;

“Dissent Shares” means Seabridge Common Shares the holders whereof have duly exercised their Dissent Rights;

“Dissenting Shareholder” means a registered holder of Seabridge Common Shares who has duly and validly exercised the Dissent Rights in respect of the Arrangement, has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights and is ultimately entitled to be paid for their Seabridge Common Shares;

“Effective Date” means the date of certification of the Articles of Arrangement by the Director in accordance with Section 192(8) of the CBCA;

“Effective Time” means 12:01 a.m. (Vancouver time) on the Effective Date;

“Final Order” means the final order of the Court pursuant to Section 192(3) of the CBCA, after a hearing upon the substantive and procedural fairness of the terms and conditions of the Arrangement and after being informed of the intention to rely upon the exemption from the registration requirement of the U.S. Securities Act provided by Section 3(a)(10) thereof with respect to the New Seabridge Shares and the Valor Shares to be issued pursuant to the Arrangement, in a form acceptable to Seabridge approving the Arrangement as such order may be amended by the Court at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to Seabridge) on appeal, and after notice and a hearing at which all Seabridge Shareholders have the right to appear;

“Interim Order” means the interim order of the Court, after the application to the Court as contemplated by Section 2.4 of the Agreement and after being informed of the intention to rely upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof with respect to the New Seabridge Shares and the Valor Shares to be issued pursuant to the Arrangement, in a form acceptable to Seabridge, containing declarations and directions with respect to the Arrangement and the holding of the Meeting, as such order may be affirmed, amended and modified;

“Letter of Transmittal” means the letter of transmittal in respect of the Arrangement to be sent to Seabridge Shareholders together with the Circular;

“Meeting” means the special meeting of Seabridge Shareholders to be held on or about May 22, 2026 and any adjournment(s) or postponement(s) thereof, to be called and held in accordance with the Interim Order to consider and to vote on, among other things, the Arrangement Resolution and any other matters set out in the Notice of Meeting;

“New Seabridge Shares” means a new class of voting common shares without par value which Seabridge will create and issue as described in Section 2.1(b)(ii) of this Plan of Arrangement and for which the Seabridge Class A Shares are, in part, to be exchanged under this Plan of Arrangement and which immediately after completion of the transaction comprising this Plan of Arrangement, will be identical in every relevant respect to the Seabridge Common Shares;

“Notice of Meeting” means the notice of the Meeting to be sent to the Seabridge Shareholders, which notice will accompany the Circular;

“Person” or “person” means and includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, trustee, executor, administrator or other legal representative and the Crown or any agency or instrumentality thereof;

“Plan of Arrangement” means this plan of arrangement and any amendments or variations thereto made in accordance with the Agreement, this Plan of Arrangement or upon the direction of the Court in the Final Order with the consent of Seabridge;

“Seabridge” means Seabridge Gold Inc., a company organized pursuant to the laws of Canada;

“Seabridge Class A Shares” means the renamed and redesignated Seabridge Common Shares as described in Section 2.1(b)(i) of this Plan of Arrangement;

“Seabridge Common Shares” means the common shares of Seabridge;

“Seabridge Shareholders” means the holders of Seabridge Common Shares;

“Share Distribution Record Date” means the close of business on the Business Day immediately preceding the Effective Date for the purpose of determining the Seabridge Shareholders entitled to receive New Seabridge Shares and Valor Shares pursuant to this Plan of Arrangement or such other date as the Board of Directors of Seabridge may select;

“Subsidiary” means, with respect to a specified body corporate, any body corporate of which more than 50% of the outstanding shares ordinarily entitled to elect a majority of the board of directors thereof (whether or not shares of any other class or classes shall or might be entitled to vote upon the happening of any event or contingency) are at the time owned directly or indirectly by such specified body corporate and shall include any body corporate, partnership, joint venture or other entity over which such specified body corporate exercises direction or control or which is in a like relation to a subsidiary;

“Tax Act” means the Income Tax Act (Canada) and the regulations made thereunder, as promulgated or amended from time to time;

“Transfer Agent” means Computershare Investor Services Inc. or such other trust company or transfer agent as may be designated by Seabridge;

“U.S. Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated from time to time thereunder;

“Valor” means Valor Gold Corp., a company organized pursuant to the laws of Canada; and

“Valor Shares” means the common shares of Valor.

In addition, words and phrases used herein and defined in the CBCA and not otherwise defined herein or in the Arrangement Agreement shall have the same meaning herein as in the CBCA unless the context otherwise requires.

The division of this Plan of Arrangement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Plan of Arrangement. Unless reference is specifically made to some other document or instrument, all references herein to articles and sections are to articles and sections of this Plan of Arrangement.

In this Plan of Arrangement, unless otherwise expressly stated or the context otherwise requires, words importing the singular number shall include the plural and vice versa, and words importing gender shall include all genders.

Any reference in this Plan of Arrangement to a statute includes all regulations made thereunder, all amendments to such statute or regulation in force from time to time and any statute or regulation that supplements or supersedes such statute or regulation.

Unless otherwise stated all references in this Plan of Arrangement to sums of money are expressed in lawful money of Canada.

In the event that the date on which any action is required to be taken hereunder by either of the parties is not a Business Day in the place where the action is required to be taken, such action shall be required to be taken on the next succeeding day which is a Business Day in such place.

This Plan of Arrangement shall be governed by, and be construed in accordance with, the exclusive laws of the Province of British Columbia and the federal laws of Canada applicable therein but the reference to such laws shall not, by conflict of laws rules or otherwise, require the application of the law of any jurisdiction other than the Province of British Columbia.

This Plan of Arrangement is made pursuant to, forms a part of, and is subject to the provisions of the Arrangement Agreement, except that the sequence of steps comprising the Arrangement shall occur in the order set forth herein unless otherwise indicated. This Plan of Arrangement will, effective at the Effective Time, become effective and be binding on Seabridge, Valor, the Seabridge Shareholders, all Dissenting Shareholders and all securityholders of Valor without any further act or formality required on the part of any person except as expressly provided herein. This Plan of Arrangement may be withdrawn prior to the occurrence of any of the events in Section 2.1 in accordance with the terms of the Arrangement Agreement.

ARTICLE 2

ARRANGEMENT

Commencing at the Effective Time, each of the events set out below shall occur and shall be deemed to occur in the following sequence or as otherwise provided below or herein, without any further act or formality, notwithstanding anything contained in the provisions attaching to any of the securities of Seabridge or Valor, but subject to the provision of Article 5:

Each of Seabridge, Valor, the Transfer Agent and their respective agents, as applicable, shall be entitled to deduct and withhold, or caused to be deducted and withheld, from any consideration otherwise payable pursuant to this Plan of Arrangement, including, without limitation, any cash payment or any issue, transfer or distribution of the New Seabridge Shares and the Valor Shares made pursuant to this Plan of Arrangement, such amounts as Seabridge, Valor, the Transfer Agent or their respective agents, as applicable, reasonably determines may be required to be deducted and withheld pursuant to the Tax Act, the Code or any other applicable law. To the extent that such amounts are so deducted and withheld, such amounts will be deemed for all purposes of the Arrangement to be paid, issued, transferred or distributed to the person entitled thereto under the Plan of Arrangement. Each of Seabridge, Valor, the Transfer Agent and their respective agents, as applicable, is hereby authorized to sell or otherwise dispose of, on behalf of such person in respect of which a deduction or withholding was made, as applicable, such portion of any New Seabridge Shares or Valor Shares deliverable to such person as is necessary to provide sufficient funds to Seabridge, Valor, the Transfer Agent or their respective agents, as the case may be, to enable it to comply with such deduction or withholding requirement, and Seabridge, Valor, the Transfer Agent or their respective agents, as applicable, shall notify such person and remit the applicable portion of the net proceeds of such sale (after deduction of all fees, commissions or costs in respect of such sale) to the appropriate governmental authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such person. Any such sale will be made at prevailing market prices and none of Seabridge, Valor, the Transfer Agent or their respective agents, as the case may be, shall be under any obligation to obtain a particular price, or indemnify any Seabridge Shareholder in respect of a particular price, for the portion of the New Seabridge Shares or Valor Shares, as applicable, so sold.

Notwithstanding any other provision of this Arrangement, while each fractional security of Seabridge held by a Seabridge Shareholder will be combined, no fractional Valor Shares will be distributed to Seabridge Shareholders and, as a result, all fractional amounts arising under this Plan of Arrangement shall be rounded down to the next whole number without any compensation therefor. Any Valor Shares not distributed as a result of such rounding down shall be retained by Seabridge.

In Section 2.1(d), the reference to a holder of a Seabridge Class A Share shall mean a person who is a Seabridge Shareholder on the Share Distribution Record Date, subject to the provisions of Article 5.

All New Seabridge Shares, Seabridge Class A Shares and Valor Shares issued pursuant hereto shall be deemed to be validly issued and outstanding as fully paid and non-assessable shares for all purposes of the CBCA.

Notwithstanding that the transactions and events set out in Section 2.1 shall occur and shall be deemed to occur in the chronological order therein set out without any act or formality, each of Seabridge and Valor shall be required to make, do and execute or cause and procure to be made, done and executed all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may be required to give effect to, or further document or evidence, any of the transactions or events set out in Section 2.1, including, without limitation, any resolutions of directors authorizing the issue, transfer or redemption of shares, any share transfer powers evidencing the transfer of shares and any receipt therefor, any necessary additions to or deletions from share registers.

Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any liens, restrictions, adverse claims or other claims of third parties of any kind.

The Court is advised that the Arrangement will be carried out with the intention that all securities issued on completion of the Arrangement will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided under Section 3(a)(10).

ARTICLE 3

CERTIFICATES

Recognizing that the Seabridge Common Shares shall be renamed and redesignated as Seabridge Class A Shares pursuant to Section 2.1(b)(i) and that the Seabridge Class A Shares shall be exchanged partially for New Seabridge Shares pursuant to Section 2.1(d), Seabridge shall not issue replacement share certificates representing the Seabridge Class A Shares.

As soon as practicable following the Effective Date, Valor shall deliver or cause to be delivered to the Depositary certificates or direct registration system (“DRS”) statements representing the Valor Shares required to be issued to registered holders of Seabridge Common Shares as at immediately prior to the Effective Time in accordance with the provisions of Section 2.1(d) of this Plan of Arrangement, which certificates and/or DRS statements shall be held by the Depositary as agent and nominee for such holders for distribution thereto in accordance with the provisions of Section 6.1 hereof.

As soon as practicable following the Effective Date, Seabridge shall deliver or cause to be delivered to the Depositary certificates or DRS statements representing the New Seabridge Shares required to be issued to registered holders of Seabridge Common Shares as at immediately prior to the Effective Time in accordance with the provisions of Section 2.1(d) of this Plan of Arrangement, which certificates and/or DRS statements shall be held by the Depositary as agent and nominee for such holders for distribution thereto in accordance with the provisions of Section 6.1 hereof.

Any Seabridge Common Shares traded after the Share Distribution Record Date will represent New Seabridge Shares as of the Effective Date and shall not carry any rights to receive Valor Shares.

ARTICLE 4

AMENDMENTS

Seabridge reserves the right to amend, modify or supplement (or do all of the foregoing) this Plan of Arrangement from time to time and at any time prior to the Effective Date provided that any such amendment, modification and/or supplement must be contained in a written document that is:

Any amendment, modification or supplement to this Plan of Arrangement may be proposed by Seabridge at any time prior to or at the Meeting, with or without any other prior notice or communication, and if so proposed and accepted by the persons voting at the Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

Any amendment, modification or supplement to this Plan of Arrangement which is approved by the Court following the Meeting shall be effective only:

Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by Seabridge, provided that it concerns a matter which, in the reasonable opinion of Seabridge, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest of any holder of Seabridge Common Shares or Valor Common Shares.

ARTICLE 5

RIGHTS OF DISSENT

Pursuant to the Interim Order, registered holders of Seabridge Common Shares may exercise rights of dissent (the “Dissent Rights”) under section 190 of the CBCA, as modified by this Article 5, the Interim Order and the Final Order, with respect to Seabridge Common Shares in connection with the Arrangement, provided that the written notice setting forth the objection of such registered Seabridge Shareholders to the Arrangement and exercise of Dissent Rights must be received by Seabridge not later than 5:00 p.m. (Vancouver time) on the Business Day that is two Business Days before the Meeting or any date to which the Meeting may be postponed or adjourned and provided further that holders who exercise such rights of dissent and who:

In no circumstances shall Seabridge or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is a registered holder of those Seabridge Common Shares in respect of which such rights are sought to be exercised. From and after the Effective Date, neither Seabridge nor any other Person shall be required to recognize a Dissenting Shareholder as a shareholder of Seabridge and the names of the Dissenting Shareholders shall be deleted from the register of holders of Seabridge Common Shares previously maintained or caused to be maintained by Seabridge.

If a Seabridge Shareholder exercises Dissent Rights, Seabridge shall, on the Effective Date, set aside and not distribute that portion of the Valor Shares which is attributable to the Seabridge Common Shares for which Dissent Rights have been exercised. If the dissenting Seabridge Shareholder is ultimately not entitled to be paid for their Dissent Shares, Seabridge shall distribute to such Seabridge Shareholder their pro rata portion of the Valor Shares. If a Seabridge Shareholder has duly and validly exercised their Dissent Rights, has not withdrawn or been deemed to have withdrawn such exercise of

Dissent Rights and is ultimately entitled to be paid for their Dissent Shares, then Seabridge shall retain the portion of the Valor Shares attributable to such Seabridge Shareholder and such shares will be dealt with as determined by the Board of Directors of Seabridge in its discretion.

For greater certainty, in addition to any other restrictions in the Canada Business Corporations Act, Seabridge Shareholders who vote in favour of the Arrangement Resolution shall not be entitled to exercise Dissent Rights.

ARTICLE 6

DELIVERY OF SHARES

If any certificate that immediately prior to the Effective Time represented one or more outstanding Seabridge Common Shares that were exchanged for New Seabridge Shares and Valor Shares in accordance with Section 2.1 hereof, shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary shall deliver in exchange for such lost, stolen or destroyed certificate, the New Seabridge Shares and the Valor Shares that such holder is entitled to receive in accordance with Section 2.1 hereof. When authorizing such delivery of New Seabridge Shares and Valor Shares that such holder is entitled to receive in exchange for such lost, stolen or destroyed certificate, the holder to whom such securities are to be delivered shall, as a condition precedent to the delivery of such New Seabridge Shares and Valor Shares, give a bond satisfactory to Seabridge, Valor and the Depositary in such amount as Seabridge, Valor and the Depositary may direct, or otherwise indemnify Seabridge, Valor and the Depositary in a manner satisfactory to Seabridge, Valor and the Depositary, against any claim that may be made against Seabridge, Valor or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed and shall otherwise take such actions as may be required by the articles of Seabridge.

No dividend or other distribution declared or made after the Effective Time with respect to New Seabridge Shares or Valor Shares with a record date after the Effective Time shall be delivered to the holder of any unsurrendered certificate or DRS statement that, immediately prior to the Effective Time, represented outstanding Seabridge Common Shares unless and until the holder of such certificate or DRS statement shall have complied with the provisions of Section 6.1 or Section 6.2 hereof. Subject to applicable law, at the time of such compliance, there shall, in addition to the delivery of the New Seabridge Shares and Valor Shares to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such New Seabridge Shares and/or Valor Shares, as applicable.

To the extent that a former Seabridge Shareholder shall not have complied with the provisions of Section 6.1 or Section 6.2 hereof, as applicable, on or before the date that is six (6) years after the Effective Date (the “Final Proscription Date”), then the New Seabridge Shares and Valor Shares that such former Seabridge Shareholder was entitled to receive shall be automatically cancelled without any repayment of capital in respect thereof and the New Seabridge Shares and Valor Shares to which such Seabridge Shareholder was entitled, shall be delivered to Valor (in the case of the Valor Shares) or Seabridge (in the case of the New Seabridge Shares) by the Depositary and certificates and DRS statements representing such New Seabridge Shares and Valor Shares shall be cancelled by Seabridge and Valor, as applicable, and the interest of the former Seabridge Shareholder in such New Seabridge Shares and Valor Shares or to which it was entitled shall be terminated as of such Final Proscription Date.

From and after the Effective Time: (i) this Plan of Arrangement shall take precedence and priority over any and all Seabridge Common Shares issued prior to the Effective Time; and (ii) the rights and obligations of the registered holders of Seabridge Common Shares and of Seabridge, Valor, the Depositary and any transfer agent or other depositary therefor, shall be solely as provided for in this Plan of Arrangement.

ARTICLE 7

TERMINATION

Notwithstanding any prior approvals by the Court or by the Seabridge Shareholders, the Board of Directors of Seabridge may decide not to proceed with the Arrangement and to revoke the Arrangement Resolution adopted at the Meeting without further approval of the Court or the Seabridge Shareholders.

ARTICLE 8

U.S. SECURITIES LAW EXEMPTION

The parties to this Arrangement each agree that this Plan of Arrangement will be carried out with the intention that all the New Seabridge Shares and the Valor Shares issued pursuant to this Plan of Arrangement, whether in the United States, Canada or any other country, be issued or granted, as the case may be, and exchanged, in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof and applicable state securities laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement.

Schedule “2” to Appendix “B”

Arrangement Resolution

ARRANGEMENT RESOLUTION

BE IT RESOLVED AS A SPECIAL RESOLUTION OF THE SEABRIDGE SHAREHOLDERS THAT:

such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.

Schedule “3” to Appendix

“B Gold Stream Agreement

THIS GOLD PURCHASE AGREEMENT dated as of                , 2026.

BETWEEN:

SEABRIDGE GOLD INC., a corporation organized pursuant to the laws of Canada, (the “Purchaser”)

AND:

VALOR GOLD CORP., a corporation organized pursuant to the laws of Canada, (the “Seller”)

RECITALS:

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties hereto, the Parties mutually agree as follows:

ARTICLE 1

INTERPRETATION

For the purposes of this Agreement (including the recitals and schedules hereto), unless the context otherwise requires, the following terms shall have the respective meanings given to them, as set out below, and grammatical variations of such terms shall have corresponding meanings:

“Additional Term” has the meaning set out in Section 3.1.

“Affiliate” means, in relation to any person, any other person which directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such first mentioned person.

“Agreement” means this Gold Purchase Agreement and all attached schedules, in each case as the same may be amended, restated, amended and restated, supplemented, modified or superseded from time to time in accordance with the terms hereof.

“Applicable Laws” means any international, federal, state, provincial, territorial, local or municipal law, regulation, ordinance, code, order or other requirement or rule of law or the rules, policies, orders or regulations of any Governmental Authority or stock exchange, including any judicial or administrative interpretation thereof, applicable to a person or any of its properties, assets, business or operations.

“Arrangement Agreement” has the meaning set out in the recitals of this Agreement.

“Average Gold Market Price” in respect of a given quarter means the Gold Market Price calculated using the simple average of each trading day the LBMA is open for trading during such quarter.

“Business Day” means any day other than a Saturday or Sunday or a day that is a statutory or bank holiday under the laws of the Province of British Columbia.

“Capital Lease Obligation” means, for any person, any payment obligation of such person under an agreement for the lease, license or rental of, or providing such person with the right to use, property that, in accordance with IFRS, is required to be capitalized.

“Change in Law” has the meaning set out in Section 9.4(a).

“Change of Control” means, with respect to any person, the consummation of any transaction, including any consolidation, arrangement, amalgamation or merger or any issue, transfer or acquisition of voting shares, the result of which is that any other person or group of other persons acting jointly or in concert for purposes of such transaction, directly or indirectly (i) becomes the beneficial owner, directly or indirectly, of more than 50% of the voting shares of such person, measured by voting power rather than number of shares; or (ii) acquires control of such person.

“Closing Date” means [● (date)].

“Commercial Production” means the extraction or production of Minerals from the Courageous Lake Project, excluding the pre-production processing of any Minerals extracted during commissioning, start-up, testing or initial tuning of equipment of which pre-production period in no circumstances can exceed 120 days.

“Confidential Information” has the meaning set out in Section 4.3(a).

“control” means, in respect of a person, the right, directly or indirectly, to direct or cause the direction of the management of the business or affairs of a person, whether by ownership of securities, by contract or otherwise; and “controls”, “controlling”, “controlled by” and “under common control with” have corresponding meanings.

“Courageous Lake Project” means the Courageous Lake project comprising 50,240 hectares of mineral leases and mining claims located 240 km northeast of Yellowknife, Northwest Territories, as more particularly described in Schedule “A” hereto.

“Date of Delivery” has the meaning set out in Section 2.2(a). “Debt” means with respect to any person, without duplication:

“Deliverable Gold” means 10% of the Quarterly Refined Gold.

“Deposit” has the meaning set out in Section 3.1.

“Deposit Period” means the period from the date of this Agreement to the Closing Date and thereafter any period during which the Uncredited Deposit is greater than nil.

“Designated Metal Account” has the meaning set out in Section 2.2(a).

“Disclosing Party” has the meaning set out in Section 4.3(a).

“Dispute” means any and all claims, controversies, or disputes among the Parties arising out of or relating to the validity, construction, interpretation, meaning, performance, effect or breach of this Agreement or the rights and liabilities arising hereunder.

“Encumbrances” means any mortgage, deed of trust, pledge, lien, hypothec, assignment by way of security, charge, collateral right, option, right of first refusal, right of first option, royalty or right pursuant to a royalty, security interest, trust arrangement in the nature of a security interest, conditional sale or other title retention agreement, equipment trust, levy, execution, seizure, attachment, garnishment, preferential right or adverse claim constituting an interest in property, or any other encumbrance of any nature and kind.

“Event of Default” has the meaning set out in Section 7.1.

“Excluded Taxes” means, with respect to any person:

“Execution Date” means the date of this Agreement, as first set forth above.

“Existing Royalty Instruments” means, collectively, the Royalty Agreement dated effective July 26, 2002 between Newmont Canada Limited and the Seller, the Royalty Agreement dated effective July 26, 2002 between Total Resources (Canada) Limited and the Seller, and the respective security instruments related thereto.

“Federal Funds Rate” means, for any day, the rate of interest per annum equal to (a) the weighted average (rounded upwards, if necessary, to the next 1/100th of one percent per annum) of the annual rates of interest on overnight Federal funds transactions with members of the Federal Reserve Board arranged by Federal funds brokers on such day, as published on the next succeeding Business Day by the Federal Reserve Bank of New York (or any successor thereto) or, (b) if such day is not a Business Day, such weighted average for the immediately preceding Business Day for which the same is published or, (c) if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100th of one percent per annum) of the quotations for such day on such transactions received by the Purchaser from three (3) Federal funds brokers of recognized standing selected by the Purchaser; provided that such rate shall in no case be lower than zero.

“Federal Reserve Board” or “Federal” means the Board of Governors of the Federal Reserve System of the United States of America or any successor thereof.

“Gold Market Price” means, with respect to any day, the afternoon (p.m.) per ounce LBMA Gold Price in U.S. dollars quoted by the LBMA (currently administered by the ICE Benchmark Administration) for Refined Gold on such day; provided that, if for any reason, the LBMA is no longer in operation or the price of gold is not confirmed, acknowledged or quoted by the LBMA (currently administered by the ICE Benchmark Administration), the Gold Market Price shall be determined by reference to the price of Refined Gold in a manner endorsed by the LBMA, and failing that the Gold Market Price shall be determined by reference to the price of gold on another commercial exchange mutually acceptable to the Seller and the Purchaser, acting reasonably (and references to LBMA trading day in this Agreement shall be adjusted accordingly).

“Gold Purchase Price” has the meaning set out in Section 2.4.

“Governmental Authority” means any domestic or foreign federal, provincial, regional, state, municipal or other government, governmental department, agency, authority or body (whether administrative, legislative, executive or otherwise), court, tribunal, commission or commissioner, bureau, minister or ministry, board or agency, or other regulatory authority, including any securities regulatory authorities or stock exchange.

“IFRS” means the International Financial Reporting Standards adopted by the International Accounting Standards Board from time to time.

“including” or “includes” means including without limitation or includes without limitation.

“Initial Term” has the meaning set out in Section 3.1.

“Insolvency Event” means, in relation to any person, any one or more of the following events or circumstances:

“LBMA” means the London Bullion Market Association.

“LBMA Good Delivery Rules” means the Good Delivery Rules for Gold and Gold Bars – Specifications for Good Delivery Bars and Application Procedures for Listing of the LBMA, as amended from time to time.

“Losses” means all fines, losses, damages, liabilities, obligations, deficiencies, costs and expenses (including all reasonable legal and other professional fees and disbursements, interest, penalties, judgment and other amounts paid in settlement of any claim, demand, action, suit, proceeding, assessment, judgement, settlement or comprise), including any Taxes payable in respect thereof and, in the case of the Purchaser, loss of profits, loss of revenue or losses attributable to the failure to deliver current or future required or expected deliveries of Refined Gold hereunder over the Term (not taking into account any early termination of this Agreement under Section 7.2(a)(ii)) (including any decline in value of any Gold that is not delivered when due), in connection with or in respect of any breach or default of this Agreement by the Seller, but excluding any other special, indirect or consequential damages (including losses or damages outside of the Purchaser’s business relationship with the Seller).

“Material Adverse Effect” means any event, occurrence, change or effect that, when taken together with all other events, occurrences, changes or effects, does or would reasonably be expected to:

provided that (i) changes to commodity prices, and (ii) changes in general political, economic or financial conditions, whether domestic or international, including changes or disruptions in securities or currency markets, shall not be a Material Adverse Effect or taken into account in determining whether there has been or will be a Material Adverse Effect.

“Minerals” means any and all marketable metal bearing material in whatever form or state (including Gold) that is mined, produced, extracted or otherwise recovered from the Courageous Lake Project, including any such material derived from any processing or reprocessing of any tailings, waste rock or other waste products originally derived from the Courageous Lake Project, and including ore and any other products resulting from the further milling, leaching, processing or other beneficiation of Minerals, including concentrates or doré bars.

“notice” has the meaning set out in Section 9.10.

“Offtake Agreement” means any agreement entered into by the Seller or any of its Affiliates with an Offtaker that relates to: (i) the sale of Produced Gold to an Offtaker; (ii) the transfer of the entitlement to, or the benefit of, Produced Gold to an Offtaker; or (iii) the smelting, refining or other beneficiation of Produced Gold by an Offtaker for the benefit of the Seller or any of its Affiliates, as the same may be supplemented, amended, restated or superseded from time to time.

“Offtaker” means (i) any person other than an Affiliate of the Seller that purchases Produced Gold from the Seller or any of its Affiliates; (ii) any person that is the recipient of a transfer of the entitlement to, or benefit of, Produced Gold from the Seller or any of its Affiliates; or (iii) any person that takes delivery of Produced Gold for the purpose of smelting, refining or other beneficiation of such Produced Gold for the benefit of the Seller or any of its Affiliates.

“Offtaker Charges” means any refining charges, treatment charges, penalties, insurance charges, transportation charges, settlement charges, financing charges or price participation charges, or other charges, metals losses, penalties or deductions that may be charged or levied by an Offtaker, regardless of whether such charges, penalties or deductions are expressed as a specific metal deduction, a percentage, a payment or otherwise.

“ounce” means a troy ounce of 31.10 grams, metric, provided that if the measurement is 31.05 grams, metric or higher, then the measurement will be rounded up to the nearest troy ounce, and if the measurement is lower than 31.05 grams, metric, then the measurement will be rounded down to the nearest troy ounce.

“Overdue Gold Ounces” means the balance, from time to time, if any, of the number of ounces of Refined Gold that have not been delivered to the Purchaser when due in accordance with this Agreement.

“Parties” means the Purchaser and the Seller, and “Party” means either of them.

“Permitted Debt” means:

“person” means and includes a Party, individuals, corporations, bodies corporate, limited or general partnerships, joint stock companies, limited liability corporations, joint ventures, associations, companies, trusts, banks, trust companies, government or any other type of organization, whether or not a legal entity.

“Produced Gold” means any and all Gold in whatever form or state that is mined, produced, extracted or otherwise recovered from the Courageous Lake Project, including any Gold derived from any processing or reprocessing of any tailings, waste rock or other waste products originally derived from the Courageous Lake Project, and including Gold contained in any ore or other products resulting from the further milling, processing or other beneficiation of Minerals, including concentrates and doré bars.

“Purchase Price” means $4,000 per ounce.

“Purchase Money Obligations” means the outstanding balance of the purchase price of real and/or personal property, title to which has been acquired or will be acquired upon payment of such purchase price, or indebtedness to non-vendor third parties incurred to finance the acquisition of such new and not replacement real and/or personal property, or any refinancing of such indebtedness or outstanding balance.

“Quarterly Refined Gold” means any and all Refined Gold that is derived from the Courageous Lake Project during a calendar quarter, including any Gold derived from any processing or reprocessing of any tailings, waste rock or other waste products originally derived from the Courageous Lake Project, and including Gold contained in any ore or other products resulting from the further milling, processing or other beneficiation of Minerals, including concentrates and doré bars.

“Receiving Party” has the meaning set out in Section 4.3(a).

“Refined Gold” means marketable metal bearing material in the form of physical Gold bars or coins refined to standards meeting or exceeding 995 parts per 1,000 fine Gold and that otherwise meets the LBMA Good Delivery Rules.

“SEDAR+” means the System for Electronic Document Analysis and Retrieval of the Canadian Securities Administrators.

“Share Exchange Transaction” has the meaning set out in the recitals of this Agreement.

“SNWT” has the meaning set out in the recitals of this Agreement.

“subsidiary” has the meaning set out in the Business Corporations Act (British Columbia).

“Target Gold Price” means $4,000 per ounce.

“Tax” or “Taxes” means all taxes, assessments and other governmental charge, duties, and impositions, including any interest, penalties, tax instalment payments or other additions that may become payable in respect thereof, imposed by any federal, provincial, state or local government, or any agency or political subdivision of any such government, which taxes shall include all income or profits taxes (including federal, provincial, and state income taxes), resident and non-resident withholding taxes, sales and use taxes, branch profit taxes, ad valorem taxes, excise taxes, franchise taxes, gross receipts taxes, business licence taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, transfer taxes, net proceeds of mine taxes, land transfer taxes, capital taxes, extraordinary income taxes, surface area taxes, property taxes, asset transfer taxes, and other governmental charges, and other obligations of the same or of a similar nature to any of the foregoing.

“Term” has the meaning set out in Section 3.1.

“Time of Delivery” has the meaning set out in Section 2.2(a).

“Transfer” means to directly or indirectly sell, transfer, assign, convey, dispose or otherwise grant a right, title or interest.

“Uncredited Deposit” means, at any time, the amount of the Deposit that has been advanced by the Purchaser, less the aggregate amount (if any) that has been credited against the Uncredited Deposit in accordance with Section 2.4; provided that in no event will the Uncredited Deposit be less than nil.

Any reference in this Agreement to a statute or a regulation or rule promulgated under a statute or to any provision contained therein shall be a reference to the statute, regulation, rule or provision as may be amended, restated, re-enacted or replaced from time to time.

The Parties hereby agree that any rule of construction to the effect that any ambiguity is to be resolved against the drafting Party shall not be applicable in the interpretation of this Agreement.

In this Agreement, a period of days shall be deemed to begin on the first day after the event which began the period and to end at 5:00 p.m. (Vancouver time) on the last day of the period. If, however, the last day of the period does not fall on a Business Day, the period shall terminate at 5:00 p.m. (Vancouver time) on the next Business Day.

Unless specified otherwise in this Agreement, all statements or references to dollar amounts in this Agreement are to United States of America dollars.

The following schedules are attached to and form part of this Agreement:

ARTICLE 2

PURCHASE AND SALE OF REFINED GOLD

Two (2) days prior to the Time of Delivery of any Refined Gold delivered pursuant to this Article 2, the Seller shall deliver to the Purchaser a copy of the transfer instruction to the Designated Metal Account and an invoice setting out:

ARTICLE 3

DEPOSIT

In consideration for the sale and delivery of Refined Gold under and pursuant to the terms of this Agreement, the Purchaser hereby agrees to pay the Seller a deposit in cash against the Gold Purchase Price in the amount of $3,591,000 (the “Deposit”), payable in accordance with Section 3.2.

On the Closing Date, the Purchaser shall pay to, or as directed by, the Seller, the full amount of the Deposit.

ARTICLE 4

TERM

The term of this Agreement shall commence on the Execution Date and, subject to Section 8.2(a)(ii), shall continue until the date that is 40 years from the Execution Date (the “Initial Term”). Following the payment of the Deposit by the Purchaser to the Seller on the Closing Date, the Purchaser may terminate this Agreement at the end of the Initial Term by providing the Seller, prior to the expiry of the Initial Term, with written notice of its intention to terminate. If the Purchaser has not provided such notice prior to the expiry of the Initial Term, then this Agreement shall continue in full force and effect for successive 10 year periods (each, an “Additional Term” and together with the Initial Term, the “Term”) unless and until the Purchaser provides written notice to the Seller terminating this Agreement at the end of the then current Additional Term.

If, by the expiry of the term of this Agreement or upon any early termination of this Agreement, the Seller has not sold and delivered to the Purchaser an amount of Refined Gold sufficient to reduce the Uncredited Deposit to nil in accordance with this Agreement, then the Seller shall pay such Uncredited Deposit to the Purchaser immediately upon demand therefor following the expiry of the term or the termination of this Agreement.

ARTICLE 5

COVENANTS

in each case, accompanied by a written statement by a senior officer of the Seller setting forth details of the occurrence referred to therein.

The Seller shall maintain or cause to be maintained full and complete books and records with respect to all matters relating to the calculation of Deliverable Gold and sale and delivery of Refined Gold to the Purchaser under this Agreement in accordance with generally accepted accounting principles, and otherwise in accordance with good bookkeeping practices. The Seller shall permit the Purchaser and its authorized representatives and agents to perform audits, reviews and other examinations of such books and records from time to time solely for the purpose of confirming compliance with the terms of this Agreement, upon not less than 3 Business Days’ prior written notice from the Purchaser to the Seller, at mutually agreeable times during normal business hours, and in such a manner so as not to unreasonably interfere with the Seller’s day-to-day business activities; provided that the Purchaser and its authorized representatives and agents will not exercise such rights more often than once during any calendar year absent: (a) the existence of an Event of Default; or (b) a material deficiency identified during a previous audit or review, in which case such rights may be exercised at such periods as may be reasonably determined by the Purchaser. In conducting such audits, reviews or other examinations, the Purchaser may, at its expense, obtain or make copies of such books and records. For greater certainty, such books and records and all information derived therefrom shall be subject to Section 5.3.

The Seller shall ensure that SNWT shall not carry on any business other than the exploration, construction, development, operation and expansion of the Project.

The Seller shall ensure that none of the assets comprising the Courageous Lake Project are used in connection with the mining, processing or transportation of third-party Minerals that displace Courageous Lake Minerals without the written consent of the Purchaser, not to be unreasonably withheld.

ARTICLE 6

TRANSFERS OF INTEREST

ARTICLE 7

REPRESENTATIONS AND WARRANTIES

The Seller, acknowledging that the Purchaser is entering into this Agreement in reliance thereon, hereby makes, on and as of the Execution Date, the following representations and warranties to the Purchaser:

The Purchaser, acknowledging that the Seller is entering into this Agreement in reliance thereon, hereby makes, on and as of the Execution Date, the following representations and warranties to the Seller: