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Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000910662-10-000064.txt : 20100208
<SEC-HEADER>0000910662-10-000064.hdr.sgml : 20100208
<ACCEPTANCE-DATETIME>20100208123111
ACCESSION NUMBER: 0000910662-10-000064
CONFORMED SUBMISSION TYPE: 6-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20100208
FILED AS OF DATE: 20100208
DATE AS OF CHANGE: 20100208
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: SEABRIDGE GOLD INC
CENTRAL INDEX KEY: 0001231346
STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040]
IRS NUMBER: 000000000
STATE OF INCORPORATION: A6
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 6-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32135
FILM NUMBER: 10580134
BUSINESS ADDRESS:
STREET 1: 106 FRONT STREET EAST
STREET 2: SUITE 400
CITY: TORONTO
STATE: A6
ZIP: M5A 1E1
BUSINESS PHONE: 416-367-9292
MAIL ADDRESS:
STREET 1: 106 FRONT STREET EAST
STREET 2: SUITE 400
CITY: TORONTO
STATE: A6
ZIP: M5A 1E1
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>form6k.txt
<TEXT>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
F O R M 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of
February 2010
Commission File Number 1-32135
SEABRIDGE GOLD INC.
(Name of Registrant)
106 Front Street East, Suite 400, Toronto, Ontario, Canada M5A 1E1
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
Indicate by check mark whether by furnishing the information
contained in this Form, the registrant is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
Yes [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to
the registrant in connection with Rule 12g3-2(b): 82-___________
<PAGE>
This report on Form 6-K is being filed for the sole purpose of
supplementing a prior Form 6-K with respect to a filing by the Registrant of a
Material Change Report [Form 51-102F3] with the British Columbia Securities
Commission, Alberta Securities Commission and Ontario Securities Commission.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Seabridge Gold Inc.
(Registrant)
By: /s/Rod Chisholm
---------------
Name: Rod Chisholm
Title: Chief Financial Officer
and Corporate Secretary
Date: February 8, 2010
<PAGE>
EXHIBITS
Exhibit 99.1 Material Change Report, dated February 1, 2010, including Appendix
A thereto.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>ex99_1.txt
<TEXT>
EXHIBIT 99.1
FORM 51-102F3
Material Change Report
ITEM 1. NAME AND ADDRESS OF COMPANY
Seabridge Gold Inc. (the "Company")
106 Front Street East, Suite 400
Toronto, Ontario
M5A 1E1
ITEM 2. DATE OF MATERIAL CHANGE
January 26, 2010
ITEM 3. NEWS RELEASE
Issued January 26, 2010 and distributed through the facilities
of Marketwire (Canadian Timely Disclosure).
ITEM 4. SUMMARY OF MATERIAL CHANGE
The Company announced today that it has filed a preliminary
short form base shelf prospectus with the securities
commissions in each of the provinces of Ontario, Alberta and
British Columbia, and a corresponding registration statement
with the United States Securities and Exchange Commission
(SEC) under the U.S. - Canada multi-jurisdictional disclosure
system.
ITEM 5. FULL DESCRIPTION OF MATERIAL CHANGE
See the attached news release.
ITEM 6. RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102
Not Applicable.
ITEM 7. OMITTED INFORMATION
No information has been omitted on the basis that it is
confidential information.
ITEM 8. EXECUTIVE OFFICER
Contact: Rudi Fronk
Telephone: (416) 367-9292
ITEM 9. DATE OF REPORT
DATED at Toronto, Ontario, this 1st day of February, 2010.
<PAGE>
APPENDIX A
Seabridge Gold Files NI-43-101 Technical Report for KSM Project
Preliminary Shelf Registration Statement Filed in Canada and U.S.
Press Release Source: Seabridge Gold Inc.
On Tuesday January 26, 2010, 6:28 pm EST
TORONTO, CANADA--(Marketwire - 01/26/10) - Seabridge Gold (TSX:SEA -
News)(AMEX:SA - News) announced today that, further to its news release of
January 11, 2010, an updated National Instrument 43-101 Technical Report has
been filed on SEDAR for its KSM project setting forth an increase in measured
and indicated gold resources of 13% to 38.9 million ounces and copper resources
of 17% to 10.0 billion pounds. The Company also reported today that it has filed
a preliminary short form base shelf prospectus with the securities commissions
in each of the provinces of Ontario, Alberta and British Columbia, and a
corresponding registration statement with the United States Securities and
Exchange Commission (SEC).
Seabridge President and CEO Rudi Fronk noted that the updated KSM resource marks
another year of successfully increasing gold ownership per common share -- the
Company's principal objective. "Over the past six years, our total measured and
indicated gold resources have grown by 431% while shares outstanding have
increased by only 36%. We are now examining additional work programs for our two
core assets, KSM and Courageous Lake, which have the potential to increase gold
ownership per share in 2010. The shelf prospectus will provide the Company with
financial flexibility to fund such programs. Our shareholders can take comfort
in the fact that any additional equity financing will only be undertaken if we
are confident that it is likely to increase gold resources per common share and
add shareholder value by moving our core assets towards feasibility".
The following table summarizes the updated mineral resource estimates for the
Mitchell, Sulphurets and Kerr zones at the KSM project using a 0.50 gram per
tonne (g/t) gold equivalent cut-off grade:
KSM Mineral Resources at 0.50 g/t Gold Equivalent Cutoff-Grade
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Measured Mineral Resources
------------------------------------------------------------
------------------------------------------------------------
Zone Tonnes (000) Au (g/t) Au Ozs (000) Cu (%) Cu Lbs (millions)
- ----------------------------------------------------------------------
Mitchell 659,700 0.64 13,574 0.17 2,472
- ----------------------------------------------------------------------
Sulphurets No measured resources
- ----------------------------------------------------------------------
Kerr No measured resources
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Total 659,700 0.64 13,574 0.17 2,472
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
<PAGE>
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Indicated Mineral Resources
------------------------------------------------------------
------------------------------------------------------------
Zone Tonnes (000) Au (g/t) Au Ozs (000) Cu (%) Cu Lbs (millions)
- ----------------------------------------------------------------------
Mitchell 1,080,900 0.58 20,156 0.17 4,050
- ----------------------------------------------------------------------
Sulphurets 159,000 0.63 3,221 0.28 981
- ----------------------------------------------------------------------
Kerr 237,500 0.26 1,985 0.48 2,513
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Total 1,477,400 0.53 25,362 0.23 7,544
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Measured plus Indicated Mineral Resources
------------------------------------------------------------
------------------------------------------------------------
Zone Tonnes (000) Au (g/t) Au Ozs (000) Cu (%) Cu Lbs (millions)
- ----------------------------------------------------------------------
Mitchell 1,740,600 0.60 33,730 0.17 6,522
- ----------------------------------------------------------------------
Sulphurets 159,000 0.63 3,221 0.28 981
- ----------------------------------------------------------------------
Kerr 237,500 0.26 1,985 0.48 2,513
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Total 2,137,100 0.57 38,936 0.21 10,015
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Inferred Mineral Resources
------------------------------------------------------------
------------------------------------------------------------
Zone Tonnes (000) Au (g/t) Au Ozs (000) Cu (%) Cu Lbs (millions)
- ----------------------------------------------------------------------
Mitchell 537,000 0.44 7,597 0.14 1,657
- ----------------------------------------------------------------------
Sulphurets 144,000 0.50 2,317 0.16 511
- ----------------------------------------------------------------------
Kerr 76,100 0.20 489 0.30 503
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Total 757,100 0.43 10,403 0.16 2,671
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
<PAGE>
The updated NI-43-101 Technical Report was prepared by Resource Modeling Inc.,
an independent consulting firm under the direction of Michael J. Lechner,
Licensed Registered Geologist (Arizona) #37753, P.Geo. (British Columbia)
#155344, AIPG CPG #10690 and a Qualified Person under NI-43-101. The final
reported resources for KSM differ slightly from those contained in the Company's
news release dated January 11, 2010 due to rounding differences and the
application of a capping limit to copper grades at the Mitchell Zone. At
Mitchell, indicated mineral resources have been reduced by 0.1 million tonnes
(less than 0.01%) and inferred mineral resources have been reduced by 1.4
million tonnes (approximately 0.26%). This news release has been reviewed and
approved by Michael J. Lechner.
Mr. Fronk noted that the Company's attention is now turning to its
second-largest asset, the Courageous Lake Project. "We completed a preliminary
economic assessment of this project in early 2008 showing that its economics
were marginal at the then prevailing gold price. Management believes that the
Courageous Lake Project could make a significant contribution to the valuation
of the Company given the increase in the gold price in the past year. The
Company is therefore considering a plan to take the Courageous Lake Project
along a similar development path to the KSM Project, including additional
drilling to upgrade inferred resources, the commencement of the permitting
process and further engineering work to move towards a preliminary feasibility
study."
The shelf prospectus filings, when made final, will allow Seabridge to
make offerings of common shares up to an aggregate total of Cdn$100 million
during the 25-month period that the final short form base shelf prospectus
remains effective. Securities may be offered separately or together, in amounts,
at prices and on terms to be determined based on market conditions at the time
of sale and set forth in an accompanying shelf prospectus supplement and,
subject to applicable regulations, may include at-the-market transactions,
private placements, public offerings or strategic investments. The net proceeds
from the sale of the securities will be used for general corporate purposes,
including funding work programs at the Company's KSM and Courageous Lake
projects. A copy of the preliminary short form base shelf prospectus and any
shelf prospectus supplements that may be filed in the future may be found on
SEDAR at www.sedar.com and on EDGAR at www.sec.gov or may be obtained from the
Corporate Secretary, Seabridge Gold Inc., 106 Front Street East, Suite 400,
Toronto, Ontario, M5A 1E1, Canada, telephone 1-416-367-9292.
A registration statement relating to these securities has been filed with the
United States Securities and Exchange Commission, but has not yet become
effective. These securities may not be sold nor may offers to buy be accepted
prior to the time the registration statement becomes effective. This news
release shall not constitute an offer to sell or the solicitation of an offer to
buy nor shall there be any sale of these securities in any state in which such
offer, solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state.
Seabridge holds a 100% interest in several North American gold resource
projects. The Company's principal assets are the KSM property located near
Stewart, British Columbia, Canada and the Courageous Lake gold project located
in Canada's Northwest Territories. For a breakdown of Seabridge's mineral
resources by project and resource category please visit the Company's website at
http://www.seabridgegold.net/resources.php.
All resource estimates reported by the Corporation were calculated in accordance
with the Canadian National Instrument 43-101 and the Canadian Institute of
Mining and Metallurgy Classification system. These standards differ
significantly from the requirements of the U.S. Securities and Exchange
Commission. Mineral resources which are not mineral reserves do not have
demonstrated economic viability.
<PAGE>
Statements relating to the estimated or expected future production and operating
results and costs and financial condition of Seabridge, planned work at the
Corporation's projects and the expected results of such work are forward-looking
statements within the meaning of the United States Private Securities Litigation
Reform Act of 1995. Forward-looking statements are statements that are not
historical facts and are generally, but not always, identified by words such as
the following: expects, plans, anticipates, believes, intends, estimates,
projects, assumes, potential and similar expressions. Forward-looking statements
also include reference to events or conditions that will, would, may, could or
should occur. Information concerning exploration results and mineral reserve and
resource estimates may also be deemed to be forward-looking statements, as it
constitutes a prediction of what might be found to be present when and if a
project is actually developed. These forward-looking statements are necessarily
based upon a number of estimates and assumptions that, while considered
reasonable at the time they are made, are inherently subject to a variety of
risks and uncertainties which could cause actual events or results to differ
materially from those reflected in the forward-looking statements, including,
without limitation: uncertainties related to raising sufficient financing to
fund the planned work in a timely manner and on acceptable terms; changes in
planned work resulting from logistical, technical or other factors; the
possibility that results of work will not fulfill projections/expectations and
realize the perceived potential of the Corporation's projects; uncertainties
involved in the interpretation of drilling results and other tests and the
estimation of gold reserves and resources; risk of accidents, equipment
breakdowns and labour disputes or other unanticipated difficulties or
interruptions; the possibility of environmental issues at the Corporation's
projects; the possibility of cost overruns or unanticipated expenses in work
programs; the need to obtain permits and comply with environmental laws and
regulations and other government requirements; fluctuations in the price of gold
and other risks and uncertainties, including those described in the
Corporation's Annual Information Form filed with SEDAR in Canada (available at
www.sedar.com) for the year ended December 31, 2008 and in the Corporation's
Annual Report Form 20-F filed with the U.S. Securities and Exchange Commission
on EDGAR (available at www.sec.gov/edgar.shtml).
Forward-looking statements are based on the beliefs, estimates and opinions of
the Corporation's management or its independent professional consultants on the
date the statements are made.
ON BEHALF OF THE BOARD
Rudi Fronk, President & C.E.O.
Contact:
Contacts:
Seabridge Gold Inc.
Rudi P. Fronk
President and C.E.O.
(416) 367-9292
(416) 367-2711 (FAX)
info@seabridgegold.net
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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