Valor Gold (VLGDF) spinoff from Seabridge Gold (SA) - June 2026

Seabridge Gold spun off shares of Valor Gold that Seabridge Gold owned effective on June 3, 2026. The structure of the spinoff was the distribution of Valor Gold shares as a taxable dividend. Seabridge Gold is uncertain current and retained earnings to be greater than the Fair Market Value of the distribution. This allows for the possibility the distribution to be comprised of multiple parts, dividend, return of capital, and capital gain. If the full nature of the distribution is unknown, SA shareholders should assume the distribution is a taxable dividend. The Valor share distribution ratio for Seabridge Gold shareholders is one share of VLGDF for every 1.957 shares of SA.

This action will need at least two entries in myICLUB. If the total shares of VLGDF you were entitled to receive included a fractional portion, a third entry (a sell transaction) will be needed.
The Fair Market Value (FMV) of the distribution and the cost basis of the VLGDF shares received possibly will not match your broker records. Tax law and IRS regulations do not specify how FMV is determined. The FMV of VLGDF shares in these instructions use the average of the high and low price on the first trading day of VLGDF, June 8, 2026. This price was 3.205. This price was chosen to minimize the tax consequences of the distribution. However, there is no guarantee your broker uses this price as the FMV of the VLGDF shares.
Information for these instructions came from the SEC filing for this transaction and online sources for historical stock prices. Here is a link to the SEC filing:
https://www.sec.gov/Archives/edgar/data/1231346/000121390026048150/ea028709001ex99-2.htm

The Dividend Entry
Go to Accounting > Securities > Cash Distribution in myICLUB. Here is the information you
need to complete the dividend entry.
While the effective date was June 3, 2026, the distribution was not completed until June 5, 2026 and is considered the ex-dividend date. June 5, 2026 will be used for both the payout and exdividend date.

  • Symbol: SA (Seabridge Gold)
  • Payout date: 6/5/2026
  • Ex-Dividend date: 6/5/2026
  • Type : Dividend
  • Amount: [3.205 x (# of SA shares owned/1.957)
    • # of VLGDF shares received = (# of SA shares owned/1.957)
    • 3.205 = FMV of one VLGDF share per quote data)
    • For example, if you owned 100 shares of SA your amount would be 3.205 x (100/1.957) = 3.205 x 51.099 = 163.77 (rounded to nearest .01)
    • Click the Submit button and the dividend has been entered.

The Buy Entry
Go to Accounting > Securities > Buy in myICLUB. Here is the information you need to complete the buy.

  • Date: 6/5/2026
  • Symbol : VLGDF (Valor Gold )
  • Shares: (# of SA shares owned)/1.957.
    • For example, if you owned 100 SA shares, you were entitled to 100 /1.957 = 51.099 VLGDF
      shares.
      Remember to include fractional shares, especially if the club received money.
  • Total Cost: Use the same value as the Amount from the dividend entry above.
    • Be sure to use the same cash account for the Dividend entry and the Buy entry.
  • Click the Submit button and the buy has been entered.
  • If your buy transaction included fractional VLGDF shares, which is likely with a 0.51099 spinoff ratio, continue to the next step. If not, you are done with this spinoff.

The Sell Entry
Go to Accounting > Securities > Sell in myICLUB. Here is the information you need to
complete the sell.

Step 1

  • Date: 6/5/2026 (Remember, we want only the Allocation on 12/31/xx dates.)
  • Symbol : VLGDF (Valor Gold)

Step 2

  • Shares Sold: The fractional part of the shares bought in the Buy Transaction.
    • For example, if you owned 100 shares of SA, you were entitled to 100/1.957 = 51.099 VLGDF shares. Sell 0.099 shares in this example.
  • Net Proceeds: Use the cash-in-lieu amount from your broker statement.
  • Click the Submit button and the sell transaction has been entered.
    When saved, you are finally done with all transactions related to this spinoff.

NOTE: The value of the shares received as a dividend is determined by the Fair Market Value (FMV) of the shares on the distribution date. IRS regulations do not have one way to determine FMV. It is therefore possible these instructions and your broker may determine FMV differently resulting in a mismatch in cost basis for the VLGDF shares held. This is not cause for concern and is just due to the inexact nature of the tax code in this regard.
Partnership tax returns have specific areas to reconcile these usually small differences, and the the myICLUB Club Tax- Federal tax preparation software automatically fills in these differences in the normal operation of the software using the data imported from your accounting records and that you enter from your 1099.
Some brokers may list the FMV of the VLGDF shares received as a dividend on a statement. If you want your records to match your broker, use this FMV as the amount of the dividend received and the total cost of the buy transaction. While matching the broker is not required in such cases, many treasurers are more comfortable matching broker information.