Seabridge Gold Inc. ($SEA)

Good morning. My name is Rudi Fronk, and I'm the Chair and CEO of Seabridge Gold. I would like to take this opportunity to welcome you to the special meeting of the company. I will act as Chair of this meeting, and I have asked [ Nagasawa ], to act as Secretary. I'm delighted Ashley, Mark, if you can maybe just raise your hand is here with us. Before we get started, I would like to address a few procedural matters. The special meeting will commence with the formal portion of the meeting described in the notice of meeting. To help move the formal portion of the meeting along, I've asked certain shareholders to make motions when required. We'll be conducting voting by ballot, and I'll explain this procedure shortly. At the conclusion of the formal portion of the meeting, I will provide some comments on the Spin-out of Valor Gold, and Mark Ashley will come up and do a presentation on the company and what's next for Valor Gold. The company's registrar and transfer agent is Computershare. On behalf of Computershare, Dale Loyal is here and will act as a scrutineer of the meeting and he's joined by colleagues, David Kapison; and David Martin. If anyone has not yet registered with the scrutineer, would they please do so now. Also with us today from the Seabridge side, we have Greg Martin, our fairly new who joined us formally March 1, but he's been working with us longer than that. We also have Hassan is our VP of Finance; and also Negara, who is manages my life as my executive assistant, and also basically does most of the work for the company. Also from the Valor side, we have Steve Creswell. Steve is the CFO of the company; and also Markus Adam, the VP of Exploration. Just a few words on Marcus. This is a big transition for Markus. I'm excited to see how he does. I have worked with Markus now for more than 15 years. First he was doing his masters focusing on courageous like as the study. Markus has been working with Seabridge for more than 15 years. He was early on at the success we had at Kratos Lake and is a big part of why KSM has become now the largest undeveloped gold project in the world. So I'm really looking forward to seeing you Markus in this role and what you can deliver. I will now table a copy of the notice of meeting, the information circular, the form of proxy, letter transmittal relating to the meeting and proof is them being mailed to shareholders on April 29, 2026, a copy of which is now table for review by any interested party. As such, proper notice of the meeting has been given. A quorum for the meeting of shareholders of the company is 3 persons who are or who are represented by proxy, shareholders entitled to vote at the meeting who hold in the aggregate at least 1/3 of the issued shares entitled to vote at the meeting. I'm advised by computers here that there is a quorum present. The scrutineer has completed the tabulation of the shareholders present and persons and reported by proxy and has delivered a report indicating hot off the press, indicating that -- sorry, the one shareholder present in person holding a total of 37,785 common shares. There are also a total of 136 shareholders present by proxy holding a total of just over 62.7 million shares. Therefore, there are a total of 62.8 million shares present here and able to vote at today's meeting. This represents 58.51% of the company's total shares. So a quorum is present. I now declare the meeting regularly and duly called and constituted for the transaction of business. As permitted by the bylaws of the company, votes in this meeting will be conducted by ballot. Only shareholders as of the record date, March 30, 2025, are entitled to vote in person or by proxy at this meeting, sorry, 2026. At the appropriate times, we will break so that each shareholder entitled to vote can register his or her vote with the scrutineer. Once all of the votes have been registered in relation to the ballot, we will take a moment to tally them so that the results of the vote can be announced before the next matter on the agenda is considered. The purpose of this meeting is to consider and if thought fit, to pass a special resolution approving the arrangement under Section 192 of the Canada Business Corporations Act among the company, its shareholders and Valor Gold pursuant to which the company's shareholders will receive shares of Valor gold. A description of the arrangement is included in the information circular. If the special resolution is duly passed and the requisite approvals are obtained upon completion of the arrangement, approximately 55 million common shares of Valor Gold will be distributed to the shareholders of Seabridge pro rata. Seabridge -- and this is all described in the information circular. The arrangement must be approved by a special resolution passed by at least 2/3 of the votes cast by the shareholders at this meeting. The full text of the proposed special resolution to approve the arrangement with Valor Gold is set out as Appendix A in the information circular. Does anybody require that we read through the resolution in detail. Thank you. It's a very long resolution. So we just saved a bunch of time. I will now entertain a motion to approve the resolution. Thank you. Do we have a second? Thank you. Okay. Any discussion on the motion? You've heard the motion. We will now vote on the motion, and I direct a poll to be taken. Eligible person should have received a ballot upon registration. I would ask eligible shareholders or proxy holders present who have not yet presented to present that now or call out the scrutineer. You should record your vote in respect of this motion by placing an X opposite either for or against, as the case may be, and signing and printing your name in the space indicated on the ballot. There are also voting instructions on the ballot itself and representatives of the transfer agent are available if you have any questions. Are the results of the vote sorry. I just have blank lines in my script here. Okay. So there are a total of 136 shareholders present by proxy holding just over 62.7 million shares Therefore, there is a total of 62.8 million shares voting at today's meeting, representing about 58.51% of the company's total. Accordingly, sorry, that's the wrong page here. Here we go. So 62.3 million common shares voted for the resolution and just over 0.5 million shares voted against the motion. Therefore, the motion has been carried. I declare that the motion is now adopted and that the shareholders have approved by ordinary resolution, the Valor Gold incentive. Sorry, that's the next motion. The votes are a little bit different. People tend to vote against incentive plans, but they approve other plans. So the results of the vote for the resolution, 62.7 million shares are in favor and 150,000 shares are voted against. Therefore, the motion is carried. The next item of business for this meeting is to consider and thought fit to pass an order resolution approving the proposed incentive plan of Valor Gold. A copy of the incentive plan was included in the information circular. The full text of the proposed resolution to approve the Valor Gold incentive plan is set out of the innovation circular. Would anyone like us to read this out loud. Okay. Hear you now. I will now entertain a motion to pass this resolution. Do we have a second? Any discussions on this motion? You have heard the motion, we will now vote on the motion, and I direct that a poll be taken. Again, eligible person should have received a ballot upon registration. I would ask that the eligible shareholders or proxy holders present who have not yet provided the balance of the -- to Computershare, distribute that now. And obviously, on the ballot, you should have the vote yes or no against this resolution. So on this resolution, we have 62.3 million in favor, 500,000 against mean that 99.2% shareholders vote in favor of this resolution. Is there any other business that anyone present wishes to bring before this meeting before we do a bit of an update. Okay. Hearing done, then we'll move forward to the informal portion. So I'd like to say maybe a few words on the rationale behind the Spin out, why we're doing it and why we believe it makes sense. So we acquired Courageous Lake from Newmont and Total Energy in 2002. We paid about $5.5 million to buy this asset. It was actually paying it over 3 tranches, each tranche coming due at a higher gold price. We started working at Earnest at Courageous Lake in about 2004 with the first drilling program. And over the years, we continue drilling. We continue to increase the size of the resource, and eventually, we completed a PEA and then a PFS on this asset. At one point in time, Courageous generated a market cap to shareholders of more than $0.5 billion. The work we did at Courageous Lake was before we did any work at KSM. And as the years went by, Courageous Lake was lost more and more in the shadow of KSM, which eventually dwarf the size of the asset. As a shareholder of Seabridge, I'm a bit frustrated that this great asset on its own is not getting, in my opinion, any value to the shareholders in any meaningful way. If you look at some of the other large undeveloped gold deposits in Canada, you can see assets that are half the size, 1/4 of the size of this that are trading at $0.5 billion to over $2 billion of market cap. And in the case of Courageous Lake, in our view, it's not getting any value in our share price today. So as a Board and as a management team, we thought that the best way to try and unlock value directly to our shareholders was to simply hand over the asset to our shareholders in the form of a Spin-out. So I've been working now with Mark for a long period of time on moving this forward. And today, it's an exciting time for shareholders of Seabridge because he will be receiving shares of our Valor Gold shortly, which will be publicly traded on its own right as a TSX-listed company and also with the U.S. listing. Any questions on the rationale behind this. I believe that once in the hands of Seabridge shareholders that this asset on its own will generate -- if you do the math and look at the potential valuation based on the asset as it now stands today, that this should generate more than $5 a share to Cupid shareholders. And right now, it's getting 0. So it's going to be exciting times. So Mark and his team has his work cut out to him to get this out in the market on its own and demonstrate why this asset should be commanding that kind of evaluation. So Mark, I'll hand over the podium to you now.

Thank you, Rudy. Ladies and gentlemen, my name is Mark Ashley. I will be the CEO of Valor Gold once the closing happens. Next week, we applying to the court for formal approval the week after, we hope to get TSX listing. And the week after quotation. I've been in the mining industry for 45 years. I'm not a mining engineer geologist, but I have learned over that 45 years through coming up in the business, getting their hands dirty in various jurisdictions and various commodities, open-pit underground gold refractory gold. And I spent -- I spent 5 years in Africa. I was born in the U.K. There's not too many gold mines in London. And then went to Turkey and Australia for 25 years and built a number of companies from shells to multibillion-dollar companies FigaraZinc's. Lion ore was a company that I helped to build to become from a shelf to become the eighth largest nickel producer in the world, which attracted a bid by Xstrata in 2007, which was outbid by ended up winning that bidding more bought line off of just under $8 billion. A lot of fun. Started with 3 people. No assets. Similar to Valor this is with a substantial asset. I came to America in 2012, basically for an extended holiday it's certainly extended because I have gone back, I saw a lot of opportunities in this part of the world in the mining industry and decided to stay. My wife is American, so it wasn't hard for me to get green card and then citizenship. I met Rudi a number of years ago, I was asked by 1 of his institutional shareholders out of Austin, Texas to look at the KF project and prepare a report, which I did in that process, I met with Rudi. And it was clear from the start that we had very much like-minded approach to building mining companies, and that is fundamentally driven, not promotionally driven. And yes, we've got on really well. I've been working a long so helping alongside Rudi for the last few years. And a part of that, I looked at dislike, started analyzing it, realized that there really wasn't any value in Seabridge's share price. And quite rightly so because shareholders of Seabridge are clearly embarking Seabridge to focus on KSM to put all their effort resources into KSM and although Courageous is a substantial asset unless it's being developed and advanced the investors want for value and eventually it gets forgotten. So there is clearly -- there was clearly no value in Seabridge's share price. And we suggested that we spin it out. And we would then create value initially and then build the value as the project advances and that by spinning those assets back to the Seabridge shareholders any accretive value generated as a result of the Spin-out well accrued to the shareholders. And that was clearly the most important aspect for Rudi and Seabridge. And in December, we started this process. And today marks an important milestone in getting the shareholder approval. Let me go through what we believe Courageous Lake is now and what we expect it to be in the future. We hold over 500 square kilometers of ground up in the Northwest territories, and it encompasses a 54-kilometer strike of a highly prospective greenstone belt that's hardly been explored. The Courageous Lake has 15 million ounces in resource, 11 million measured indicated and in inferred. We also have a non-refractory and Courageous Lake like is a refractory deposit. I'll come on to that. But the Courageous Lake deposit that was discovered a few years ago is a non-refractory free milling. It's a small deposit, but higher grade, and I'll explain how we believe that can get integrated into the mine plan and into the production plan. But we're in an area that is what I regard Tier 1. It's a highly supportive environment, both in terms of the first nations of the local government. There are a number of diamond mines in the region. And Diavek is one of them was announced its closure in March. And I think that really cemented the realization of the community of how important mining actually is. And I was in Yellowknife last week for the week, meeting with the First Nations government, federal and territorial. And there is significant support. This is the next major development of a mining project in this region. And I think we'll get substantial support. In addition, the support by a Canadian government, the Prime Minister, Premier came to Gallo Knife a couple of months ago, announced a $40 billion uptick investment corridor focused on infrastructure, defense and includes a road or weather road from Yellow Knife right up into the Arctic. We don't know where that road goes, but we expect it to go close to or close enough to Courageous Lake that we would put an all-weather spur and be able to access the project 365 days a year. Just a quick couple of slides in terms of the significance. Courageous Lake is the third largest undeveloped gold project in Canada. Clearly, PSM is #1. And in terms of grade, it's a standard. Now I just have to mention that grade is only one aspect of determining whether a project is financially economic and robust. There are many others, but this is just a bit of a guide in terms of the significance of the project itself. In January 2024, Seabridge received a 43-101 report by or Senko, 400-odd pays report on the Courageous Lake project. It was done at $1,850 gold price, which was the gold price at the time and it focused on -- it had 2 parts to it, a pre-feasibility study, which in that gray area that you see there is the top 300 meters of the deposit -- and a PEA, preliminary economic study from the $350 million down to $565 million. The pre-feasibility study had 200,000 ounces of gold a year for 13 years. The PEA had a similar production rate, $200,000, but starting in year '13 and going through to -- and of course, the NPV impact of starting at 13% and going through a year 29 is a big issue. But the prefeasibility study had an after-tax net present value at 5% of $523 million. The PEA had an incremental NPV of $104 million. Now one thing to bear in mind is that the PEA had a small amount of inferred included. And that's predominantly the reason why it's a PEA. There is other little bits that we need to do work in terms of permafrost, et cetera. But to take this from a a PEA to PFS is not a major task. We'll come on to that. As we know, the gold price is increase substantially since they not only spot price, but also the forecast long-term consensus price -- and what we have done is taken the resource that was determined in January '24 and applied a higher gold price. I'm looking at 3,300 and ounce. There's other companies that are using a higher price, for example. At NicoEagle used 3,600 2 days ago when they announced their Hope project. So I think I'm being a little conservative with I've also added 5% per year for 2 years to both operating and capital costs to bring it to today's level 2026. The impact of that has been to increase the NPV of the top 300 meters from $500 billion to $1.8 billion. And in terms of the PEA, it increases it from the incremental value from $104 million to $800 million. Now if I took out the inferred -- the small amount of inferred that is in there causing this to be mainly cause and severe PA, that $800 million comes down to $700 million. So it's still very substantial. If I have done that in January 24, that 100 would have come to 0. Now what this doesn't include, it doesn't include reanalyzing of the pit itself. So within that main pit there will be that was developed in '24, there will be waste blocks that because of the higher gold price would now be regarded as ore. The cost of mining that material is included. But as I said, it's been treated as waste. There will be an increase in those ore blocks once you once we analyze the resource model and also by applying a higher gold price, it's likely to deepen the pit or extend it. We haven't done that, but we will be. And the internal rate of return for the ultimate pit goes from 20% in January 24 to at 59% now. The other aspect that we haven't considered is if you can see that top diagram, there's a lot of red in there. That red is inferred. $4 million of that very small part has been included in the mine plan. The rest of it is treated as waste. When you drill that out to bring it up to measure and indicated, I don't think so. I don't think we need to because we've already got a very robust project, and you're spending money we a lot of time drilling something that is -- if it's there, we'll get it. When you start mining on operations, great control will determine whether or not that inferred is there and if it is, it will go to the mill. If it's not, it will go to the waste up. But that's I see that as a potential significant added value in the future. Lake is 10 kilometers south of Courageous Lake. It's, as I say, non-refractory deposit. It's small 4 million tonnes, but high-grade 4.2 grams. I've put a screening economics around this, put a pit. And the concept is that you have maybe a crusher and milling on site. And then you pump the slurry to the Courageous Lake you would miss you bypass the fronting, which is for BIOX and put it into the CIL tax, meaning that we have a shared facility. There's very little capital would be required and no fixed cost, the fixed costs are being incurred already. And on that basis, we estimate that the lag between $300 million, $400 million NPV, and that includes $100 million for capital for this project for the crusher grinding for roads and the deposit on the mine equipment. We believe that there's a lot more -- there's more wash lakes in that region to be delineated. So as part of our Phase I program, we'll start drilling in January next year, the winter we can't drill earlier. So in January, we'll be drilling infill drilling was late, bring it to a measured indicated and we'll be testing other anomalies and areas that have been drilled previously that had given indications of a similar style mineralization. So that will be our first course. And once we've included the -- once we've got worse like to as indicated, we will bring it in to an integrated pre-feasibility study, which will include both the upper and the bottom part of Courageous Lake and as well as bringing in the Wash Lake deposit. We will have that completed. We expect by December '27. We are starting the permitting process now. We have no doubt that this will turn into a mining operation. So things like baseline studies have commenced, so that we are in a position to press the button once we have a full feasibility starting finance in place, we'll have our permits coming in at the same time. So this is a diagram of the other areas that we were talking about that we expect to be non-refractory. We've got Courageous Lake up the top at the top here. Up here, we've got Bosch Lake, that's 10 kilometers. So this is just 10 kilometers of a 54-kilometer strike and -- and we're just focusing on that particular area at the moment. And here, the other indications I won't go through these grades or pits, but there is clearly significant. So in summary, there's going to be an upgrade in the resource because of the increase in the gold price. Whether we formally do anything about deferred, I don't think so. I think we're going to have enough to justify developing this project. But there is no question that those inferred will improve the overall economics. The integration of nonrefractory ore into the operating strategy. The other aspect is that the '24 feasibility study had a 29-year life. And that's before alike or anything else coming in. I think we all know that the net present value, the discounted cash flow after 20 years is such that the cash generated after '20 is discounted so much. It's not really worth it. So with the expectation and the prospectivity to me, I don't think we need a 30-year life. We'd probably need a 20-year life, and we'll grow from there. So we'll be looking at a production rate that that is higher than the 2.7 million tonnes a year that was assumed in the 43-101 in '24. Now that's going to be more capital that capital will be beyond our capacity is a question. But if it is, we'd have to bring a partner which is something I don't want to do, I think what we really build this maybe is a smaller project with the intention of adding to it later on through cash flow. But those are all the aspects that we need to bear in mind, but with a higher throughput rate. Our fixed costs are going to reduce, and therefore, that will impact again on the economic resource model. The regional exploration upside, we're just think it's fantastic. We'll be doing a lot of drilling along there. As I said, most of our drilling is going to be looking at new opportunities rather than into. And as I said, the strong commitment of the First Nations, the regional government federal -- sorry, the federal and territorial governments is very, very positive for this project. I'll just put a very conceptual time line here, which starts with the baseline for permitting all going well, we could be in production early '32. Everything is going to change, and it may get extended, but if we get extended, the -- I would hope that there has been new discoveries. But for us, it's important to try and assess what the project parameters are going to be to include in our permitting. So determining whether or not we've got another or bringing the alike into the production profile our important aspects. So board management, myself, Marcus, Stephen, is here. Our Chairman, Alan Edwards, he's a mining engineer. He's been around a while as a Director and Chairman of a number of companies. He's actually a Director of Arizona Sonoran. He spent his many years in Indonesia. He developed Grasberg he's a great person that have agreed to come and join us on the board. Rob Parkinson, he's an Australian -- he worked for Fortis. Andrew Forrest. He's a geologist business development team. He retired from Fortescue as, again, agreed to join us very excited. And then we have Elizabeth Julie and John as other directors, Elizabeth and Julie are executives of Seabridge and we see those as bringing a lot of legacy benefits to the company. So that's very quick. We haven't yet taken control of the company, but I think we've got a vision for the asset. So yes, happy to take some questions if there are any.

What do you anticipate capital needs in the 2032. Just kind of curious how your capital raising will go as.

Yes. That will very much depend on success. If we find another 1 or 2 or 3 more slates, then we're going to need more money to drill those out. we're still looking at the size of the project itself, whether it's a 2.7 million or 3 million tonnes a year that will determine, obviously, the cost of capital. So we've -- I've got a model but we haven't finalized those numbers. But the important aspect is we're not having a capital raising at this time. Mainly because the valuation range that was given was so wide that it was impossible to actually price raising at this -- prior to listing. And there would be a tendency obviously to underprice it, which isn't looked for Seabridge shareholders. So -- on that basis, we agreed to put up $10 million, which is the amount that was needed to give the TSX a tick. We'll get the company listed. We'll see where the price settles we'll look at a capital raising in the next 3 to 6 months, probably around $20 million to $30 million to get us through to the integrated prefeasibility study for the project. That would -- that will be the pre-feasibility study, and we're looking at completing by December next year, '27.

if I could maybe add 1 more comment to that. One of the great things is starting out with 1 of the strongest, most loyal share basis that I've seen in my 40 years in the business. It's the Seabridge shareholders are basically getting 100% of this company. So I have no doubt that as Mark moves the company forward with success the shareholders of Valor Gold will do the same thing they've done to help Seabridge over the years and support the company to keep pace. As you know, we've been able to manage Seabridge with limited equity dilution because of the strength of our shareholder base and that's the same Shareholder base that markets inheriting. That was my next question. Starting here presentation, you mentioned that you had a prior greatly. Do you have -- do not have to both auto Valor.

Yes. For those listening on teams, the question was the refractory nature of creates us like do we need to build an autoclave. The answer is basically, yes, for -- I had a refractory gold deposit in -- or my company or the company I worked for in Australia had a refractory gold deposit. We use box -- there's many ways of extracting the gold from refractory. One of them is roasting, which you don't do anymore. The other is BIOX, which is bio-leaching, or pressure oxidation. The 43-101 assumed pressure basically POX. So what you do is you take the old crusher brand it, put it through concentration, flotation concentration and then POX that removes the the sulfur that's attaching or protecting the gold, then it goes into a typical CIL and it moves forward. So that first 3 sections we won't need for or Slack. So when we take the slurry from Bosch Lake, it will go straight into the CIO. It missed the first 3 elements. But yes, it's built into the $750 million capital cost pressure pressure box yes. Any other questions? Well, I'll leave my card. And if anyone has any questions later, happy to take cause from shareholders, prospective shareholders at any time. Rudi, thank you very much, and shareholders, thank you for the opportunity that you've given us to prove to you the significance of the Courageous Lake asset. Thank you.

I think that concludes today's session. So thank you for coming today, those online. Thank you for attending. As a large shareholder of Seabridge myself, I am excited what this means for us in the future, getting something dividend out to us or a return of capital that you don't have to pay for on an asset like this will be phenomenal, I believe. So I look forward to see what Mark and his team can deliver on this in terms of value in the public market. And stay tuned. I think the best is yet to come. Thank you.