UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 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 July 2024
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 ☒
This Report is incorporated by reference to the Company’s registration statements on Form S-8 (File No. 333-211331) and Form F-10 (File No. 333-268485), as may be amended and supplemented.
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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/ Chris Reynolds | |
| Name: | Chris Reynolds | |
| Title: | VP Finance and CFO | |
| Date: July 29, 2024 | ||
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EXHIBITS
| Exhibit | Description | |
| 99.1 | MCR Report dated July 29, 2024 |
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Exhibit 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
The short form base shelf prospectus dated December 23, 2022 of Seabridge Gold Inc. is amended and supplemented by the contents of this material change report.
| Item 1: | Name and Address of Company |
Seabridge Gold Inc. (“Seabridge” or the “Company”)
Suite 400 – 106 Front Street East
Toronto, ON M5A 1E1
| Item 2: | Date of Material Change |
July 25, 2024
| Item 3: | News Release |
The news release announcing the material change referred to in this report was disseminated on July 26, 2024 through Newsfile and a copy has been filed under Seabridge’s profile on SEDAR+.
| Item 4: | Summary of Material Change |
Seabridge’s wholly owned subsidiary, KSM Mining ULC (“KSM Co”), has received a “substantially started” designation from the BC Government for its 100% owned KSM Project. This designation preserves the validity of the BC Environmental Assessment Certificate (“EAC”) for the life of the KSM Project.
Item 5:
| 5.1 | Full Description of Material Change |
Seabridge’s wholly owned subsidiary, KSM Co, has received a “substantially started” designation from the BC Government for its 100% owned KSM Project. This designation preserves the validity of the BC EAC for the life of the KSM Project.
Under the B.C. Environmental Assessment Act, a project's EAC expires if the project has not been substantially started by the deadline specified in its EAC. However, the B.C. Minister of Environment and Climate Change Strategy may determine that a project has been 'substantially started' before the deadline, in which case the EAC is no longer subject to expiry. KSM's EAC deadline was July 29, 2026. KSM Co. has spent over $1 Billion since acquiring the KSM Project in 2001, of which in excess of $800 Million has been spent to advance the project after the issuance of the EAC in July 2014.
| 5.2 | Disclosure for Restructuring Transaction |
Not applicable.
| Item 6: | Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102 |
Not applicable.
| Item 7: | Omitted Information |
Not applicable.
| Item 8: | Executive Officer |
For further information, please contact Rudi Fronk, Chief Executive Officer of Seabridge, at (416) 367-9292.
| Item 9: | Date of Report |
July 29, 2024.
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CERTIFICATE OF SEABRIDGE GOLD INC.
Dated: July 29, 2024
The short form prospectus dated December 23, 2022, as amended by this amendment, together with the documents incorporated in the prospectus by reference, will, as of the date of the last supplement to the prospectus relating to the securities offered by the prospectus and the supplement, constitute full, true and plain disclosure of all material facts relating to the securities offered by the prospectus and the supplement as required by the securities legislation of Ontario, Alberta, British Columbia, Manitoba, Saskatchewan, Nova Scotia and in the Yukon territory.
| /s/ Rudi Fronk | /s/ Chris Reynolds | |
| Chief Executive Officer, | Vice President, Finance & | |
| Chairman & Director | Chief Financial Officer | |
On Behalf of the Board of Directors
| ||
| /s/ John Sabine | /s/ Carol Willson | |
| John Sabine, | Carol Willson, | |
| Director | Director | |
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CERTIFICATE OF THE AGENTS
Dated: July 29, 2024
To the best of our knowledge, information and belief, the short form prospectus dated December 23, 2022, as amended by this amendment, together with the documents incorporated in the prospectus by reference, will, as of the date of the last supplement to the prospectus relating to the securities offered by the prospectus and the supplement, constitute full, true and plain disclosure of all material facts relating to the securities offered by the prospectus and the supplement as required by the securities legislation of Ontario, Alberta, British Columbia, Manitoba, Saskatchewan, Nova Scotia and in the Yukon territory.
| CANTOR FITZGERALD & CO. | B. RILEY SECURITIES, INC. | |
| /s/ Sage Kelly | /s/ Patrice McNicoll | |
| Name: Sage Kelly | Name: Patrice McNicoll | |
| Title: Global Head of Investment Banking | Title: SMD & Co-Head of Investment Banking |
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