Valor Gold Carve Out Financial Statements Three Months Ended March 31 2026 FINAL

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# Valor Gold Carve Out Financial Statements Three Months Ended March 31 2026 FINAL

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# Valor Gold Carve Out Financial Statements Three Months Ended March 31 2026 FINAL
Valor Gold Corp.
CONDENSED INTERIM CARVE-OUT FINANCIAL STATEMENTS
For the three months ended
March 31, 2026, and 2025
(Unaudited)
(Expressed in Canadian dollars)
VALOR GOLD CORP.
(Expressed in Canadian dollars)
Index
CONDENSED INTERIM CARVE-OUT FINANCIAL STATEMENTS
NOTICE OF NO AUDITOR REVIEW ……………………………………………………………………………………………………..3
CONDENSED INTERIM CARVE-OUT STATEMENTS OF FINANCIAL POSITION ........................................................... 4
CONDENSED INTERIM CARVE-OUT STATEMENTS OF LOSS AND COMPREHENSIVE LOSS……….…………….........5
CONDENSED INTERIM CARVE-OUT STATEMENTS OF CASH FLOW ................................................................................. 6
CONDENSED INTERIM CARVE-OUT STATEMENTS OF CHANGES IN EQUITY .................................................................. 7
NOTES TO CONDENSED INTERIM CARVE-OUT FINANCIAL STATEMENTS ...................................................................... 8
2
VALOR GOLD CORP.
(Expressed in Canadian dollars)
NOTICE OF NO AUDITOR REVIEW OF THE
CONDENSED INTERIM CARVE-OUT FINANCIAL STATEMENTS
In accordance with National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed
a review of condensed interim consolidated financial statements, they must be accompanied by a notice
indicating that the statements have not been reviewed by an auditor.
The accompanying unaudited condensed interim carve-out financial statements of Valor Gold Corp. (the
“Company”) for the three months ended March 31, 2026, and 2025 have been prepared by, and are the
responsibility of, the Company’s management and have not been reviewed by the Company’s auditors.
3
VALOR GOLD CORP.
(Expressed in Canadian dollars)
CONDENSED INTERIM CARVE-OUT STATEMENTS OF FINANCIAL POSITION
Notes March 31, 2026 December 31, 2025
Assets
Current assets
Amounts receivable and prepaid expenses $ 37,192 $ 2,343
37,192 2,343
Non-current assets
Mineral interests 3 2,042,282 1,869,428
Reclamation deposits 317,022 49,000
2,359,304 1,918,428
Total assets $ 2,396,496 $ 1,920,771
Liabilities and shareholders’ equity
Current liabilities
Accounts payable and accrued liabilities $ 467,656 $ 26,799
Provision for reclamation liabilities #VALUE! -
Total liabilities 467,656 26,799
Equity
Net parent's investment 1,928,840 1,893,972
Total equity $ 1,928,840 $ 1,893,972
Total liabilities and equity $ 2,396,496 $ 1,920,771
Nature of operations and going concern (Note 1)
Subsequent events (Note 7)
Approved on Behalf of the Board:
Rudi Fronk C. Bruce Scott
Director Director
May 15, 2026 May 15, 2026
-The accompanying notes are an integral part of these condensed interim carve-out financial statements -
4
VALOR GOLD CORP.
(Expressed in Canadian dollars)
CONDENSED INTERIM CARVE-OUT STATEMENTS OF LOSS
AND COMPREHENSIVE LOSS
For the three months ended
March 31, March 31,
2026 2025
Corporate and administrative expenses $ (600,000) $ -
Foreign exchange loss (966) (15)
Loss and comprehensive loss for the period $ (600,966) $ (15)
-The accompanying notes are an integral part of these condensed interim carve-out financial statements -
5
VALOR GOLD CORP.
(Expressed in Canadian dollars)
CONDENSED INTERIM CARVE-OUT STATEMENTS OF CASH FLOWS
For the three months ended
March 31, March 31,
2026 2025
Operating Activities
Loss for the period $ (600,966) $ (15)
Changes in working capital items:
Amounts receivable and prepaid expenses (34,849) 984
Reclamation deposits (268,022) -
Accounts payable and accrued liabilities 440,857 30,863
Net cash from (used in) operating activities (462,980) 31,832
Investing Activities
Expenditures on mineral interests (172,854) (164,803)
Net cash used in investing activities
(172,854) (164,803)
Financing Activities
Contributions from parent 635,834 132,971
Net cash from financing activities 635,834 132,971
Net increase (decrease) in cash and cash equivalents during the period
Cash, beginning of the period - -
Cash, end of the period $ - $ -
-The accompanying notes are an integral part of these condensed interim carve-out financial statements -
6
VALOR GOLD CORP.
(Expressed in Canadian dollars)
CONDENSED INTERIM CARVE-OUT STATEMENTS OF CHANGES IN EQUITY
For the three months ended March 31, 2026 March 31, 2025
Balance at the beginning of the period $ 1,893,972 $ 1,130,295
Contributions from parent 635,834 132,955
Loss for the period (600,966) (15)
Balance at the end of the period $ 1,928,840 $ 1,263,235
-The accompanying notes are an integral part of these condensed interim carve-out financial statements -
7
VALOR GOLD CORP.
NOTES TO UNAUDITED CONDENSED INTERIM CARVE-OUT FINANCIAL STATEMENTS
For the three months ended March 31, 2026
(
1 Nature of Operation and Going Concern:
Seabridge Gold Inc. (“Seabridge”) and its subsidiaries are engaged in the acquisition, exploration, and advancement
of mineral properties, with a focus on gold resources in Canada and the United States of America. Seabridge was
incorporated under the laws of British Columbia, Canada on September 14, 1979, and continued under the laws of
Canada on October 31, 2002. Seabridge’s common shares are listed on the Toronto Stock Exchange under the symbol
“SEA” and on the New York Stock Exchange under the symbol “SA”. Seabridge is domiciled in Canada, with its
registered office at 10th Floor, 595 Howe Street, Vancouver, British Columbia, Canada V6C 2T5, and its corporate
office at 106 Front Street East, 4th Floor, Toronto, Ontario, Canada M5A 1E1.
Seabridge intends to reorganize its Courageous Lake assets and operations into a separate listed entity, Valor Gold
Corp. (“Valor”), incorporated, as a wholly owned subsidiary of Seabridge, on January 19, 2026. Under the proposed
plan of arrangement pursuant to the Canada Business Corporations Act (the “Arrangement”), Valor will acquire from
Seabridge 100% ownership of Seabridge Gold (NWT) Inc. (formerly 5073 N.W.T. Ltd) (“Seabridge NWT”) the owner
of the Courageous Lake Project.
Consideration under the Arrangement will consist of the issuance of an aggregate of 55 million new Valor shares and
the payment of $5.1 million in cash. In addition, as part of the Arrangement, Valor will grant Seabridge a gold stream of
10% of future gold production from the Courageous Lake Project if the quarterly average spot gold price exceeds
US$4,000 per ounce. Gold subject to the stream will be sold to Seabridge at a fixed price of US$4,000 per ounce.
Seabridge will provide a $4.9 million cash deposit to Valor in respect of the grant of the gold stream.
The aggregate $10 million cash from Seabridge (comprising the $5.1 million cash consideration and the $4.9 million
stream deposit) is expected to enable Valor to fund exploration, evaluation, and administrative costs, which
management expects will support planned activities for approximately 18 months.
Under the Arrangement, all shares of Valor held by Seabridge will be distributed to Seabridge shareholders, resulting
in Seabridge shareholders holding approximately one (1) Valor share for every 1.952 Seabridge shares held on the
effective date of the Arrangement. This ratio reflects the number of Seabridge shares outstanding (107,373,183) relative
to the 55,000,000 Valor shares to be distributed. Upon completion of the Arrangement, Valor will no longer be a
subsidiary of Seabridge.
Concurrent with the Arrangement, Valor is seeking a listing on the Toronto Stock Exchange and, in addition, for its
shares to be quoted on the OTCQB (USA). Closing of the Arrangement is subject to customary conditions, including
approval by Seabridge shareholders and receipt of court and regulatory approvals.
References to “Valor” in these condensed interim carve-out financial statements relate to the name under which the
Courageous Lake operations will be carried forward following the reorganization.
These condensed interim carve-out financial statements present the financial position, results of operations, and cash
flows attributable to the Courageous Lake project and have been prepared for inclusion in an Information Circular
relating to the Arrangement. Valor did not exist during the periods covered; historical amounts relate to the operations
and activities of the Courageous Lake project while under Seabridge.
Valor has incurred operating losses to date and does not generate cash flows from operations. Its ability to continue as
a going concern is dependent on obtaining sufficient financing through intercompany loans from Seabridge, future
profitable production, proceeds from the disposal of mineral interests, and/or other sources.
These conditions create a material uncertainty that may cast significant doubt on Valor’s ability to continue as a going
concern. These condensed interim carve-out financial statements do not reflect adjustments to the carrying values and
classifications of assets and liabilities that would be necessary should Valor be unable to continue as a going concern.
Such adjustments could be material.
8
VALOR GOLD CORP.
NOTES TO UNAUDITED CONDENSED INTERIM CARVE-OUT FINANCIAL STATEMENTS
For the three months ended March 31, 2026
(
2 Basis of Presentation:
Statement of Compliance
These condensed interim carve-out financial statements have been prepared on a carve-out basis from the books and
records of Seabridge and have been prepared in accordance with IFRS® Accounting Standards as issued by the
International Accounting Standards Board (“IASB”) and interpretations of the IFRS Interpretations Committee, effective
for the period ended March 31, 2026.
These condensed interim carve-out financial statements have been prepared in accordance with IAS 34, Interim
Financial Reporting (IAS 34).
These condensed interim carve-out financial statements should be read in conjunction with Valor’s most recent annual
carve-out financial statements for the year ended December 31, 2025, as some disclosures from the annual carve-out
financial statements have been condensed or omitted.
There are no IFRS or International Financial Reporting Interpretations Committee interpretations that are not yet effective
that would be expected to have a material impact on Valor’s condensed interim carve-out financial statements.
IFRS does not provide guidance for the preparation of carve-out financial statements and accordingly, in preparing the
carve-out financial statements, certain accounting conventions commonly used for the preparation of historical financial
statements have been applied. The carve-out financial statements have been prepared in accordance with the basis or
preparation and accounting policies set out below. Since no financial statements of Valor have previously been prepared,
the carve-out financial statements do not include any IFRS first-time adoption reconciliations
These condensed interim carve-out financial statements were authorized for issue by the Board of Directors on May 15,
2026.
Basis of Measurement
Carve-out basis of presentation
The condensed interim carve-out financial statements include the assets, liabilities, revenues and expenses that are
directly attributable to the Valor operations. Expenses directly related to Valor have been fully attributed to Valor, and
assets and liabilities specifically identifiable with Valor have been included in the condensed interim carve-out financial
statements.
Valor receives certain administrative and support services from Seabridge. The cost of these services has been allocated
to Valor based on the proportion of exploration expenditures attributed to Valor compared to Seabridge’s total exploration
expenditures. Management belie

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