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<SEC-DOCUMENT>0000910662-10-000145.txt : 20100401
<SEC-HEADER>0000910662-10-000145.hdr.sgml : 20100401
<ACCEPTANCE-DATETIME>20100401142433
ACCESSION NUMBER: 0000910662-10-000145
CONFORMED SUBMISSION TYPE: 6-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20100401
FILED AS OF DATE: 20100401
DATE AS OF CHANGE: 20100401
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: 10723298
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
March 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 [ ] Form 40-F [X]
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>
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
Date: April 1, 2010
<PAGE>
EXHIBIT
Exhibit 99.1 Material Change Report, dated March 31, 2010, including
News Release re Preliminary Feasibility Study Completed for
Seabridge Gold's KSM Project, issued March 31, 2010.
</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
March 31, 2010
ITEM 3. NEWS RELEASE
Issued March 31, 2010 and distributed through the facilities
of Marketwire (Canadian Timely Disclosure).
ITEM 4. SUMMARY OF MATERIAL CHANGE
The Company announced results from a National Instrument
43-101 compliant Preliminary Feasibility Study ("PFS") of its
100% owned KSM project located in northern British Columbia,
Canada. The PFS was prepared by Wardrop, a Tetra Tech Company.
The Executive Summary from the PFS can be found at
www.seabridgegold.net/KSM-PFS.pdf. The complete PFS will be
filed on SEDAR at www.sedar.com within 45 days.
The PFS reports reserves of 30.2 million ounces of gold, 7.0
billion pounds of copper, 133 million ounces of silver and 210
million pounds of molybdenum. The Study also estimates a base
case life of mine cash operating costs of $144 per ounce of
gold produced (net of base metal credits).
The PFS envisages a large tonnage open-pit mining operation at
120,000 metric tonnes per day of ore fed to a flotation mill
which would produce a combined gold/copper/silver concentrate
for transport by truck to the nearby deep-water sea port at
Stewart, B.C. A separate molybdenum concentrate and
gold-silver dore would be produced at the processing facility.
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 31st day of March, 2010.
<PAGE>
Seabridge Gold Inc.
News Release
Trading Symbols: TSX: SEA FOR IMMEDIATE RELEASE
NYSE Amex: SA March 31, 2010
Preliminary Feasibility Study Completed for Seabridge Gold's KSM Project
Study Reports Reserves of 30.2 Million Ounces of Gold,
7.0 Billion Pounds of Copper,
133 Million Ounces of Silver and 210 Million Pounds of Molybdenum
Base Case Life of Mine Cash Operating Costs Estimated at
$144 per Ounce of Gold Produced (Net of Base Metal Credits)
Toronto, Canada - Seabridge Gold Inc. announced today results from a National
Instrument 43-101 compliant Preliminary Feasibility Study ("PFS") of its 100%
owned KSM project located in northern British Columbia, Canada. The PFS was
prepared by Wardrop, a Tetra Tech Company (Wardrop). The Executive Summary from
the PFS can be found at www.seabridgegold.net/KSM-PFS.pdf. The complete PFS will
be filed on SEDAR at www.sedar.com within 45 days.
Seabridge President and CEO Rudi Fronk stated that "the PFS confirms that the
KSM project now hosts the largest gold reserve in Canada and one of the largest
in the world. KSM is projected to provide an extraordinary mine life of more
than 35 years with estimated cash operating costs well below the current average
of the major gold producers. Estimated capital costs are in line with those of
comparable, large-scale, undeveloped gold-copper projects and KSM has the
advantage of being located in a low-risk jurisdiction."
The PFS envisages a large tonnage open-pit mining operation at 120,000 metric
tonnes per day of ore fed to a flotation mill which would produce a combined
gold/copper/silver concentrate for transport by truck to the nearby deep-water
sea port at Stewart, B.C. A separate molybdenum concentrate and gold-silver dore
would be produced at the processing facility.
Reserves
- --------
Lerchs-Grossman pit shell optimizations were used to define the mine plans in
the PFS which were designed to maximize net present value using a 5% discount
rate which is the current industry standard. Mineral Reserves for the KSM
project were estimated using a gold price of US$850 per ounce, a copper price of
US$2.25 per pound and are stated as follows:
--------------------------------------------------------
106 Front Street East, Suite 400, Toronto, Ontario M5A 1E1, Canada
Telephone: (416) 367-9292 Facsimile: (416) 367-2711 www.seabridgegold.net
<PAGE>
<TABLE>
<CAPTION>
KSM Proven and Probable Reserves
- ------------------------------------------------------------------------------------------------------------------------
Zone Reserve Tonnes Average Grades Contained Metal
Category (millions)
- -------------- --------- ---------- -------------------------------------------- ---------------------------------------
Gold Copper Silver Molybdenum Gold Copper Silver Moly
(gpt) (%) (gpt) (ppm) (million (million (million (million
ounces) pounds) ounces) pounds)
- -------------------------------------------------------------------------------------------------------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Mitchell Proven 570.6 0.64 0.17 2.95 58.0 11.7 2,101 54.1 73.0
- ------------------------------------------------------------------------------------------------------------------------
Probable 764.8 0.59 0.16 2.93 62.3 14.5 2,722 72.0 105.0
- ------------------------------------------------------------------------------------------------------------------------
Total 1,335.4 0.61 0.16 2.93 60.4 26.3 4,823 126.1 178.0
- ------------------------------------------------------------------------------------------------------------------------
Sulphurets Probable 142.2 0.61 0.28 0.44 101.8 2.8 883 2.0 31.9
- ------------------------------------------------------------------------------------------------------------------------
Kerr Probable 125.1 0.28 0.48 1.26 Nil 1.1 1,319 5.1 Nil
- ------------------------------------------------------------------------------------------------------------------------
Totals Proven 570.6 0.64 0.17 2.95 58.0 11.7 2,101 54.1 73.0
---------------------------------------------------------------------------------------------------------
Probable 1,032.1 0.56 0.22 2.38 60.2 18.4 4,924 79.1 137.0
---------------------------------------------------------------------------------------------------------
Total 1,602.7 0.59 0.20 2.58 59.4 30.2 7,024 133.1 209.9
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
Estimated proven and probable reserves of 30.2 million ounces of gold (1.60
billion tonnes at 0.59 grams of gold per tonne) are derived from estimated total
measured and indicated resources of 38.9 million ounces of gold (2.1 billion
tonnes at 0.57 grams of gold per tonne) including allowances for mining losses
and dilution (see www.seabridgegold.net/KSM-PFS.pdf for details).
Production
- ----------
At 120,000 tonnes per day, annual throughput for the mill is estimated at 43.8
million tonnes. With 1.60 billion tonnes of proven and probable reserves, KSM's
mine life is estimated at approximately 37 years. Production is scheduled to
commence at the Mitchell deposit, to be augmented by Kerr and then Sulphurets.
The PFS mining plan is significantly improved over the 2009 KSM Preliminary
Assessment; the mill feed is increased by approximately 25% and US$160 million
in pre-production stripping expenses have been eliminated.
At Mitchell, there is a near-surface higher grade gold zone that would allow for
gold production in the first five years substantially above the mine life
average. This higher grade gold zone would significantly reduce the project's
payback period to approximately 6.9 years for the Base Case. A payback period
representing less than 20% of mine life is considered highly favorable. Metal
production for the first five years compared to life of mine average production
is estimated as follows:
Average Annual Metal Production
- --------------------------------------------------------------------------------
Years 1-5 Average Life of Mine Average
- --------------------------------------------------------------------------------
Average Grades:
Gold (grams per tonne) 0.80 0.59
Copper (%) 0.19 0.20
Silver (grams per tonne) 2.62 2.58
Molybdenum (parts per million) 54.2 59.4
- --------------------------------------------------------------------------------
Annual Production:
Gold (ounces) 878,000 634,000
Copper (pounds) 149 million 158 million
Silver (ounces) 2.7 million 2.6 million
Molybdenum (pounds) 1.7 million 2.1 million
- --------------------------------------------------------------------------------
<PAGE>
Capital Costs
- -------------
Start-up capital costs (including contingencies of US$394 million) are estimated
at US$3.37 billion, approximately 9% above the start-up capital cost estimate
from the July 2009 KSM Preliminary Assessment. Start-up capital costs are higher
due to the increase in mine size which requires additional mine waste rock
placement and storage as well as associated water diversions, storage dams and
water treatment facilities. Additional capital has also been allocated for
on-site energy recovery plants to generate power from planned water diversions,
process solutions and slurries. A total of five on-site small energy recovery
plants would provide green power to the site and the B.C. Hydro grid. Increased
capital has also been allocated for offsite concentrate storage and handling
facilities. A breakdown of estimated start-up capital costs is as follows:
Start-up Capital Costs
- --------------------------------------------------------------
Description US$'000
---------
Overall Site 106,000
Open Pit Mining 153,000
Crushing, Stockpiles and Grinding 371,000
Tunnelling 199,000
Mitchell Teigen Tunnel Transfer System 127,000
Plantsite Grinding and Flotation 272,000
Tailings Management Facility 72,000
Water Treatment 185,000
Site Services and Utilities 70,000
Ancillary Buildings 83,000
Plant Mobile Equipment 10,000
Temporary Services 142,000
Permanent Electrical Power Supply 146,000
Energy Recovery Plants 51,000
Permanent Access Roads 72,000
Temporary Winter Access Roads 15,000
Offsite Infrastructure and facilities 62,000
Project Indirects 760,000
Owner's Costs 77,000
Contingencies 394,000
----------
Total 3,365,000
- --------------------------------------------------------------
Operating Costs
- ---------------
Average mine, process and G&A operating costs over the project's life (including
waste mining and on-site power credits) are estimated at US$11.66 per tonne
milled (before base metal credits). Estimated unit operating costs are up
approximately 10% from the 2009 Preliminary Assessment due primarily to the
higher strip ratio required to accommodate the 25% increase in tonnes of ore
mined over the project life. A breakdown of estimated unit operating costs is as
follows:
<PAGE>
Unit Operating Costs
- -------------------------------------------------
Cost Category US$s
(Per Tonne
Milled)
- -------------------------------------------------
Mining Costs 4.97
Milling Costs:
Staff & Supplies
Staff and Supplies 4.48
Power (Process only) 0.89
G&A 0.62
Site Services 0.23
Tailings 0.25
Water Treatment 0.36
On-Site Power Credit (0.14)
- -------------------------------------------------
Total 11.66
- -------------------------------------------------
Economic Analysis
- -----------------
A Base Case economic evaluation was undertaken incorporating historical
three-year trailing averages for metal prices as of March 15, 2010. This
approach is consistent with the guidance of the United States Securities and
Exchange Commission, is accepted by the Ontario Securities Commission and is
industry standard. An Alternate Case was also constructed using more
conservative copper and silver metal prices and a slightly higher gold price.
Finally, a Spot Price Case was prepared using recent spot metal prices. The
pre-tax economic results in U.S. dollars for all three cases are as follows:
Projected Economic Results
- --------------------------------------------------------------------------------
Alternate Spot Price
Base Case Case Case
- --------------------------------------------------------------------------------
Metal Prices:
Gold ($/ounce) 878 900 1100
Copper ($/pound) 2.95 2.25 3.25
Silver ($/ounce) 14.59 14.00 17.00
Molybdenum ($/pound) 16.50 16.50 16.50
- --------------------------------------------------------------------------------
Net Cash Flow $11.7 billion $8.3 billion $18.6 billion
- --------------------------------------------------------------------------------
NPV @ 5% Discount Rate $2.9 billion $1.6 billion $5.6 billion
- --------------------------------------------------------------------------------
IRR (%) 11.4 8.8 16.5
- --------------------------------------------------------------------------------
Payback Period (years) 6.9 8.5 4.4
- --------------------------------------------------------------------------------
Operating Costs Per Ounce of Gold
Produced (life of mine) 144 313 68
- --------------------------------------------------------------------------------
Total Costs Per Ounce of Gold
Produced (includes all capital) 373 541 297
- --------------------------------------------------------------------------------
US$/Cdn$ Exchange Rate 0.92 0.92 0.92
- --------------------------------------------------------------------------------
Note: Operating and total costs per ounce of gold are after base metal credits.
Total costs per ounce include all start-up capital, sustaining capital and
reclamation/closure costs.
National Instrument 43-101 Disclosure
- -------------------------------------
The KSM PFS was prepared by Wardrop, and incorporates the work of a number of
industry-leading consulting firms. These firms and their Qualified Persons (as
defined under National Instrument 43-101) are independent of Seabridge and have
reviewed and approved this news release. The consultants and their QPs are
listed below with their responsibilities:
<PAGE>
o Wardrop, under the direction of Frank Grills (overall report preparation,
process and infrastructure capital costs, infrastructure, and financial
analysis) and John Huang (metallurgical testing review, mineral processing
and process operating costs)
o Moose Mountain Technical Services under the direction of Jim Gray (mine
planning, rock storage facilities, mine capital and mine operating costs)
o W.N. Brazier Associates Inc. under the direction of W.N. Brazier (power
supply, energy recovery plants and associated costs)
o Rescan Environmental Services Ltd. under the direction of Greg McKillop
(environment and permitting)
o Bosche Ventures Ltd. under the direction of Harold Bosche (rope conveying,
slurry, tailings delivery and return water pumping and piping and
associated capital costs)
o Klohn Crippen Berger Ltd. under the direction of Graham Parkinson
(diversion and seepage collection ponds, tailings dam, water treatment dam,
water treatment plant, water diversions and capital, operating and closure
costs)
o Allnorth Consultants Ltd. Under the direction of Mr. Darby Kreitz (storage
dam and tailings starter dam construction cost estimates)
o Resource Modeling Inc. under the direction of Michael Lechner (mineral
resources)
o McElhanney Consulting Services Ltd. under the direction of Robert Parolin
(main and temporary access roads and associated capital costs)
o BGC Engineering Inc. under the direction of Warren Newcomen (rock mechanics
and mining pit slopes)
o EBA Engineering Consultants Ltd. (EBA) under the direction of Kevin Jones
(winter access roads and associated capital costs)
o Thyssen Mining Construction of Canada Ltd. under the direction of Adrian
Bodolan (tunnel design and capital costs).
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 reserve and 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.
This document contains "forward-looking information" within the meaning of
Canadian securities legislation and "forward-looking statements" within the
meaning of the United States Private Securities Litigation Reform Act of 1995.
This information and these statements, referred to herein as "forward-looking
statements" are made as of the date of this document. Forward-looking statements
relate to future events or future performance and reflect current estimates,
predictions, expectations or beliefs regarding future events and include, but
are not limited to, statements with respect to: (i) the amount of mineral
reserves and mineral resources; (ii) the amount of future production over any
period; (iii) net present value and internal rates of return of the proposed
mining operation; (iv) capital costs, including start-up, sustaining capital and
reclamation/closure costs; (v) operating costs, including credits from the sale
of copper, silver and molybdenum; (vi) strip ratios and mining rates; (vii)
expected time frames for repayment of borrowed funds; and (viii) mine life. Any
statements that express or involve discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives, assumptions or future
events or performance (often, but not always, using words or phrases such as
"expects", "anticipates", "plans", "projects", "estimates", "envisages",
"assumes", "intends", "strategy", "goals", "objectives" or variations thereof or
stating that certain actions, events or results "may", "could", "would", "might"
or
<PAGE>
"will" be taken, occur or be achieved, or the negative of any of these terms and
similar expressions) are not statements of historical fact and may be
forward-looking statements.
All forward-looking statements are based on Seabridge's or its consultants'
current beliefs as well as various assumptions made by and information currently
available to them. These assumptions include: (i) the presence of and
continuity of metals at the Project at modeled grades; (ii) the capacities of
various machinery and equipment; (iii) the availability of personnel, machinery
and equipment at estimated prices; (iv) exchange rates; (v) metals sales prices;
(vi) appropriate discount rates; (vii) tax rates and royalty rates applicable to
the proposed mining operation; (viii) financing structure and costs; (ix)
anticipated mining losses and dilution; (x) metals recovery rates, (xi)
reasonable contingency requirements; (xiii) receipt of regulatory approvals on
acceptable terms, including the necessary right of way for the proposed tunnels;
and (xiv) the negotiation of satisfactory terms with impacted First Nations
groups. Although management considers these assumptions to be reasonable based
on information currently available to it, they may prove to be incorrect. Many
forward-looking statements are made assuming the correctness of other forward
looking statements, such as statements of net present value and internal rate
of return, which are based on most of the other forward-looking statements and
assumptions herein. The cost information is also prepared using current values,
but the time for incurring the costs will be in the future and it is assumed
costs will remain stable over the relevant period.
By their very nature, forward-looking statements involve inherent risks and
uncertainties, both general and specific, and risks exist that estimates,
forecasts, projections and other forward-looking statements will not be achieved
or that assumptions do not reflect future experience. We caution readers not to
place undue reliance on these forward-looking statements as a number of
important factors could cause the actual outcomes to differ materially from the
beliefs, plans, objectives, expectations, anticipations, estimates assumptions
and intentions expressed in such forward-looking statements. These risk factors
may be generally stated as the risk that the assumptions and estimates expressed
above do not occur, but specifically include, without limitation, risks relating
to variations in the mineral content within the material identified as mineral
reserves from that predicted, variations in rates of recovery and extraction;
developments in world metals markets, risks relating to fluctuations in the
Canadian dollar relative to the US dollar, increases in the estimated capital
and operating costs or unanticipated costs, difficulties attracting the
necessary work force, increases in financing costs or adverse changes to the
terms of available financing, if any, tax rates or royalties being greater than
assumed, changes in development or mining plans due to changes in logistical,
technical or other factors, changes in project parameters as plans continue to
be refined, risks relating to receipt of regulatory approvals or settlement of
an agreement with impacted First Nations groups, the effects of competition in
the markets in which Seabridge operates, operational and infrastructure risks
and the additional risks described in Seabridge's Annual Information Form filed
with SEDAR in Canada (available at www.sedar.com) for the year ended December
31, 2009 and in the Corporation's Annual Report Form 40-F filed with the U.S.
Securities and Exchange Commission on EDGAR (available at
www.sec.gov/edgar.shtml). Seabridge cautions that the foregoing list of factors
that may affect future results is not exhaustive.
When relying on our forward-looking statements to make decisions with respect to
Seabridge, investors and others should carefully consider the foregoing factors
and other uncertainties and potential events. Seabridge does not undertake to
update any forward-looking statement, whether written or oral, that may be made
from time to time by Seabridge or on our behalf, except as required by law.
ON BEHALF OF THE BOARD
"Rudi Fronk"
President & C.E.O.
For further information please contact:
Rudi P. Fronk, President and C.E.O.
Tel: (416) 367-9292 o Fax: (416) 367-2711
Email: info@seabridgegold.net
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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