Canada
|
1040
|
Not applicable
|
(Province or other jurisdiction of incorporation or organization)
|
(Primary Standard Industrial
Classification Code Number)
|
(IRS. Employer
Identification Number)
|
The Commission is requested to send copies of all communications to:
|
||
C. Bruce Scott
|
Corey M. Dean
|
Bruce A. Rich
|
Seabridge Gold Inc.
|
DuMoulin Black LLP
|
Carter Ledyard & Milburn LLP
|
106 Front Street East
|
595 Howe Street, 10th Floor
|
2 Wall Street
|
Toronto, Ontario
|
Vancouver, British Columbia
|
New York, New York
|
M5A 1E1
|
V6C 2T5
|
10005
|
(416) 367-9292
|
(604) 687-1224
|
(212) 238-8895
|
A.
|
❑ upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada).
|
B.
|
R at some future date (check appropriate box below)
|
|
1.
|
❑ pursuant to Rule 467(b) on (
|
) at (
|
) (designate a time not sooner than 7 calendar days after filing).
|
|
2.
|
❑ pursuant to Rule 467(b) on (
|
) at (
|
) (designate a time 7 calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on ( ).
|
|
|
3.
|
R pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.
|
|
4.
|
❑ after the filing of the next amendment to this Form (if preliminary material is being filed).
|
Title of Each Class of Securities to be Registered
|
Amount to be Registered(1)
|
Proposed Maximum Aggregate Offering Price (2)(3)(4)
|
Amount of Registration Fee
|
Common Shares
|
US$ 88,800,000
|
US$ 88,800,000
|
US$ 10,318.56 (5)
|
(1)
|
There are being registered under this Registration Statement such indeterminate number of common shares of the Registrant as shall have an aggregate initial offering price not to exceed CDN$100,000,000. The proposed maximum initial offering price per common share will be determined, from time to time, by the Registrant in connection with the sale of the common shares under this Registration Statement.
|
(2)
|
In United States dollars or the equivalent thereof in Canadian dollars.
|
(3)
|
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) of the Securities Act of 1933, as amended (the “Securities Act”).
|
(4)
|
U.S. dollar amounts are calculated based on the maximum aggregate offering price of CDN$100,000,000 converted to U.S. dollars based on the noon buying rate as reported by the Bank of Canada of CDN$1.00 = US$ $0.8880 on November 25, 2014.
|
(5)
|
US$ 11,978.40 were paid with the initial registration statement on Form F-10 previously filed with the Commission on July 25, 2014.
|
SEABRIDGE GOLD INC.
|
|||
|
By:
|
/s/ Rudi P. Fronk | |
Name: Rudi P. Fronk | |||
Title: President and Chief Executive Officer | |||
Signature
|
Title
|
Date
|
||
/s/ Rudi P. Fronk
|
Chief Executive Officer and Chairman
(Principal Executive Officer)
|
November 26, 2014
|
||
Rudi P. Fronk
|
||||
*
|
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
November 26, 2014
|
||
Christopher Reynolds
|
||||
*
|
Director
|
November 26, 2014
|
||
A. Frederick Banfield
|
||||
*
|
Director
|
November 26, 2014
|
||
Douglass "Scott" Barr
|
||||
*
|
Director
|
November 26, 2014
|
||
Thomas C. Dawson
|
||||
*
|
Director
|
November 26, 2014
|
||
Eliseo Gonzalez-Urien
|
||||
*
|
Director
|
November 26, 2014
|
||
Richard C. Kraus
|
*
|
Director
|
November 26, 2014
|
||
Jay S. Layman
|
||||
*
|
Director
|
November 26, 2014
|
||
John W. Sabine
|
||||
Seabridge Gold Corporation
(Authorized Representative)
|
|||
|
By:
|
/s/ Rudi P. Fronk | |
Name: Rudi P. Fronk
Title: President and Chief Executive Officer
|
Exhibit No.
|
Description
|
3.1
|
|
4.1
|
Revised Annual Information Form of the Registrant dated November 26, 2014 for the year ended December 31, 2013 (incorporated by reference to Exhibit 99.1 from the Registrant’s Report on Form 40-F/A, furnished to the Commission on November 26, 2014).
|
4.2
|
Audited consolidated financial statements of the Registrant as at December 31, 2013 and 2012 and for each of the years in the two year period ended December 31, 2013 together with the notes thereto and the independent auditors' report thereon and the Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting dated March 24, 2014 on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2013 (incorporated by reference to Exhibit 99.3 from the Registrant’s Report on Form 40-F, furnished to the Commission on April 1, 2014).
|
4.3
|
Management's discussion and analysis of financial condition and results of operation of the Registrant for the year ended December 31, 2013 (incorporated by reference to Exhibit 99.2 from the Registrant’s Report on Form 40-F, furnished to the Commission on April 1, 2014).
|
4.4
|
Unaudited interim consolidated financial statements of the Registrant as at September 30, 2014 and for the nine months ended September, 2014 and 2013 together with the notes thereto and related management's discussion and analysis (incorporated by reference from the Registrant’s Report on Form 6-K, furnished to the Commission on November 14, 2014).
|
4.5
|
Press release dated April 1, 2014, announcing the filing of a technical report on Deep Kerr Deposit (incorporated by reference from the Registrant’s Report on Form 6-K, furnished to the Commission on April 1, 2014).
|
4.6
|
Press release dated April 9, 2014, announcing that the 19,000 meter core drill program at the Registrant’s wholly-owned KSM Project in Northwestern British Columbia, Canada, will focus on expanding last year’s Deep Kerr core zone discovery (incorporated by reference from the Registrant’s Report on Form 6-K, furnished to the Commission on April 10, 2014).
|
4.7
|
Press release dated April 15, 2014, announcing that the Registrant had entered into an option agreement with Revolution Resources Corp. whereby Revolution can acquire a 100% interest in the Registrant’s Red Mountain Gold Project (incorporated by reference from the Registrant’s Report on Form 6-K, furnished to the Commission on April 15, 2014).
|
4.8
|
Management Proxy Circular dated May 1, 2014, prepared in connection with the Registrant's annual general meeting of shareholders held on June 24, 2014 (incorporated by reference from the Registrant’s Report on Form 6-K, furnished to the Commission on May 20, 2014).
|
Exhibit No.
|
Description
|
4.9
|
Press release dated June 10, 2014, announcing that exploration drilling has begun at the Registrant’s wholly-owned KSM Project (incorporated by reference from the Registrant’s Report on Form 6-K, furnished to the Commission on June 10, 2014).
|
4.10
|
Material change report dated June 17, 2014, announcing that the Registrant had entered into a comprehensive Benefits Agreement with the Nisga’a Nation in respect of the Registrant’s KSM Project (incorporated by reference from the Registrant’s Report on Form 6-K, furnished to the Commission on June 17, 2014).
|
4.11
|
Material change report dated June 23, 2014, announcing that the Registrant had entered into an agreement with the Gitanyow Wilps represented by the Gitanyow Hereditary Chiefs Office in respect of the Registrant’s KSM Project (incorporated by reference from the Registrant’s Report on Form 6-K, furnished to the Commission on June 23, 2014).
|
4.12
|
Material change report dated June 25, 2014, announcing that the Registrant had entered into an agreement with a syndicate of underwriters, led by Canaccord Genuity Corp. and including National Bank Financial Inc. whereby the underwriters have agreed to purchase, on a bought deal basis, 1,000,000 flow-through common shares of the Registrant at a price of $12.00 per Flow-Through Common Share for gross proceeds of $12.0 million (incorporated by reference from the Registrant’s Report on Form 6-K, furnished to the Commission on June 25, 2014).
|
4.13
|
Material change report dated June 25, 2014, announcing that the Registrant’s shareholders have elected John W. Sabine as an independent director. (incorporated by reference from the Registrant’s Report on Form 6-K, furnished to the Commission on June 26, 2014).
|
4.14
|
Material change report dated July 30, 2014, announcing that the that the British Columbia Environmental Assessment Office (“BCEAO”) had advised the Registrant that its Application for an Environmental Assessment Certificate for its KSM Project had received final approval from the British Columbia Ministers of the Environment and Energy and Mines (incorporated by reference from the Registrant’s Report on Form 6-K, furnished to the Commission on August 1, 2014).
|
4.15
|
Material change report dated September 2, 2014, announcing the discovery of a major new gold-copper occurrence beneath Iron Cap, one of the project’s four large porphyry deposits (incorporated by reference from the Registrant’s Report on Form 6-K, furnished to the Commission on September 4, 2014).
|
4.16
|
Material change report dated September 15, 2014, announcing initial results from the year’s drill program on the Deep Kerr deposit at KSM (incorporated by reference from the Registrant’s Report on Form 6-K, furnished to the Commission on September 16, 2014).
|
Exhibit No.
|
Description
|
4.17
|
Material change report dated September 29, 2014, announcing that the Registrant’s received early-stage construction permits for its KSM Project from the Province of British Columbia (incorporated by reference from the Registrant’s Report on Form 6-K, furnished to the Commission on September 29, 2014).
|
4.18
|
Press release dated November 20, 2014, reporting the complete drill results from the 2014 exploration drilling campaign at the Deep Kerr deposit on the Registrant’s wholly-owned KSM Project and announcing that the Registrant expects substantial expansion of Deep Kerr resource at KSM (incorporated by reference from the Registrant’s Report on Form 6-K, furnished to the Commission on November 21, 2014).
|
5.1*
|
Consent of KPMG LLP.
|
5.2*
|
Consent of Tetra Tech WEI, Inc., Dr. John Huang, Sabry Abdel Hafez and Hassan Ghaffari.
|
5.3*
|
Consent of Moose Mountain Technical Services and James H. Gray.
|
5.4*
|
Consent of W.N. Brazier Associates Inc. and Neil Brazier.
|
5.5*
|
Consent of ERM Consultants Canada Ltd. and Pierre Pelletier.
|
5.6*
|
Consent of Klohn Crippen Berger Ltd. and J. Graham Parkinson.
|
5.7*
|
Consent of Allnorth Consultants Ltd. and Darby Kreitz.
|
5.8*
|
Consent of Resource Modeling Inc. and Michael J. Lechner.
|
5.9*
|
Consent of McElhanney Consulting Services Ltd. and R. W. Parolin.
|
5.10*
|
Consent of BGC Engineering Inc. and Warren Newcomen.
|
5.11*
|
Consent of Tetra Tech EBA Inc., Kevin Jones and Nigel Goldup.
|
5.12*
|
Consent of Golder Associates Ltd., Ross Hammett and Albert Victor Chance.
|
5.13*
|
Consent of Stantec Consulting Ltd. and Tony Wachmann.
|
5.14*
|
Consent of SRK Consulting (Canada) Inc. and Stephen Day.
|
5.15*
5.16*
|
Consent of Tetra Tech WEI Inc. and Hassan Ghaffari.
Consent of William Threlkeld.
|
6.1
|
Powers of Attorney (included on signature pages to the Registration Statement on Form F-10, dated July 25, 2014)
|
Exhibit 5.1
|
KPMG LLP
Bay Adelaide Centre
333 Bay Street Suite 4600
Toronto ON M5H 2S5
Canada
|
Telephone
Fax
Internet
|
(416) 777-8500
(416) 777-8818
www.kpmg.ca
|
·
|
our Independent Auditors’ Report of Registered Public Accounting Firm dated March 24, 2014, on the consolidated financial statements of Seabridge Gold Inc. (the "Company") comprising the consolidated statements of financial position of the Company as at December 31, 2013 and December 31, 2012, the consolidated statements of operations and comprehensive loss, changes in shareholders’ equity and cash flows for the years ended December 31, 2013 and December 31, 2012, and notes, comprising a summary of significant accounting policies and other explanatory information, and
|
·
|
our Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting dated March 24, 2014 on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2013
|
TO:
|
Seabridge Gold Inc.
United States Securities and Exchange Commission
|
Re:
|
Seabridge Gold Inc. (the "Company")
Consent of Expert
|
|
·
|
Courageous Lake Prefeasibility Study dated September 5, 2012 and amended November 11, 2014
|
|
·
|
2012 KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study dated June 22, 2012 and amended November 11, 2014
|
|
1.
|
consent to the public filing of the Reports and the use of any extracts from or a summary of the Reports in the 40-F and the Registration Statement;
|
|
2.
|
consent to the use of my name and Tetra Tech WEI Inc.'s name and references to the Reports, or portions thereof, in the 40-F and the Registration Statement and to the inclusion or incorporation by reference of information derived from the Reports in the 40-F and Registration Statement;
|
|
3.
|
confirm that I have read the 40-F and the Registration Statement and that they fairly and accurately represent the information in the sections of the Reports for which I am responsible; and
|
|
4.
|
confirm that I have read the 40-F and the Registration Statement and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Reports or that are within my knowledge as a result of the services performed by me in connection with the Reports.
|
|
Yours truly,
|
|
/s/ Jianhui (John) Huang, Ph.D., P.Eng
|
||
Jianhui (John) Huang, Ph.D., P.Eng.
|
TO:
|
Seabridge Gold Inc.
United States Securities and Exchange Commission
|
Re:
|
Seabridge Gold Inc. (the "Company")
Consent of Expert
|
|
·
|
Courageous Lake Prefeasibility Study dated September 5, 2012 and amended November 11, 2014
|
|
·
|
2012 KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study dated June 22, 2012 and amended November 11, 2014
|
|
1.
|
consent to the public filing of the Reports and the use of any extracts from or a summary of the Reports in the 40-F and the Registration Statement;
|
|
2.
|
consent to the use of my name and Tetra Tech WEI Inc.'s name and references to the Reports, or portions thereof, in the 40-F and the Registration Statement and to the inclusion or incorporation by reference of information derived from the Reports in the 40-F and Registration Statement;
|
|
3.
|
confirm that I have read the 40-F and the Registration Statement and that they fairly and accurately represent the information in the sections of the Reports for which I am responsible; and
|
|
4.
|
confirm that I have read the 40-F and the Registration Statement and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Reports or that are within my knowledge as a result of the services performed by me in connection with the Reports.
|
|
Yours truly,
|
|
/s/ Sabry Abdel Hafez, Ph.D., P.Eng.
|
||
Sabry Abdel Hafez, Ph.D., P.Eng.
|
TO:
|
Seabridge Gold Inc.
United States Securities and Exchange Commission
|
Re:
|
Seabridge Gold Inc. (the "Company")
Consent of Expert
|
|
·
|
Courageous Lake Prefeasibility Study dated September 5, 2012 and amended November 11, 2014
|
|
·
|
2012 KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study dated June 22, 2012 and amended November 11, 2014
|
|
1.
|
consent to the public filing of the Reports and the use of any extracts from or a summary of the Reports in the 40-F and the Registration Statement;
|
|
2.
|
consent to the use of my name and Moose Mountain Technical Services' name and references to the Reports, or portions thereof, in the 40-F and the Registration Statement and to the inclusion or incorporation by reference of information derived from the Reports in the 40-F and Registration Statement;
|
|
3.
|
confirm that I have read the 40-F and the Registration Statement and that they fairly and accurately represent the information in the sections of the Reports for which I am responsible; and
|
|
4.
|
confirm that I have read the 40-F and the Registration Statement and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Reports or that are within my knowledge as a result of the services performed by me in connection with the Reports.
|
|
Yours truly,
|
|
/s/ James H. Gray, P.Eng
|
||
James H. Gray, P.Eng.
|
TO:
|
Seabridge Gold Inc.
United States Securities and Exchange Commission
|
Re:
|
Seabridge Gold Inc. (the "Company")
Consent of Expert
|
|
·
|
Courageous Lake Prefeasibility Study dated September 5, 2012 and amended November 11, 2014
|
|
·
|
2012 KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study dated June 22, 2012 and amended November 11, 2014
|
|
1.
|
consent to the public filing of the Reports and the use of any extracts from or a summary of the Reports in the 40-F and the Registration Statement;
|
|
2.
|
consent to the use of my name and W.N. Brazier Associates Inc.'s name and references to the Reports, or portions thereof, in the 40-F and the Registration Statement and to the inclusion or incorporation by reference of information derived from the Reports in the 40-F and Registration Statement;
|
|
3.
|
confirm that I have read the 40-F and the Registration Statement and that they fairly and accurately represent the information in the sections of the Reports for which I am responsible; and
|
|
4.
|
confirm that I have read the 40-F and the Registration Statement and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Reports or that are within my knowledge as a result of the services performed by me in connection with the Reports.
|
|
Yours truly,
|
|
/s/ Neil Brazier, P.Eng.
|
||
Neil Brazier, P.Eng.
|
TO:
|
Seabridge Gold Inc.
United States Securities and Exchange Commission
|
Re:
|
Seabridge Gold Inc. (the "Company")
Consent of Expert
|
|
·
|
Courageous Lake Prefeasibility Study dated September 5, 2012 and amended November 11, 2014
|
|
·
|
2012 KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study dated June 22, 2012 and amended November 11, 2014
|
|
1.
|
consent to the public filing of the Reports and the use of any extracts from or a summary of the Reports in the 40-F and the Registration Statement;
|
|
2.
|
consent to the use of my name and ERM Consultants Canada Ltd.'s name and references to the Reports, or portions thereof, in the 40-F and the Registration Statement and to the inclusion or incorporation by reference of information derived from the Reports in the 40-F and Registration Statement;
|
|
3.
|
confirm that I have read the 40-F and the Registration Statement and that they fairly and accurately represent the information in the sections of the Reports for which I am responsible; and
|
|
4.
|
confirm that I have read the 40-F and the Registration Statement and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Reports or that are within my knowledge as a result of the services performed by me in connection with the Reports.
|
|
Yours truly,
|
|
/s/ Pierre Pelletier, P.Eng.
|
||
Pierre Pelletier, P.Eng.
|
TO:
|
Seabridge Gold Inc.
United States Securities and Exchange Commission
|
Re:
|
Seabridge Gold Inc. (the "Company")
Consent of Expert
|
|
·
|
2012 KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study dated June 22, 2012 and amended November 11, 2014 (the "Report")
|
|
1.
|
consent to the public filing of the Report and the use of any extracts from or a summary of the Report in the 40-F and the Registration Statement;
|
|
2.
|
consent to the use of my name and Klohn Crippen Berger Ltd.'s name and references to the Report, or portions thereof, in the 40-F and the Registration Statement and to the inclusion or incorporation by reference of information derived from the Report in the 40-F and Registration Statement;
|
|
3.
|
confirm that I have read the 40-F and the Registration Statement and that they fairly and accurately represent the information in the sections of the Report for which I am responsible; and
|
|
4.
|
confirm that I have read the 40-F and the Registration Statement and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Report or that are within my knowledge as a result of the services performed by me in connection with the Report.
|
|
Yours truly,
|
|
/s/ J. Graham Parkinson, P.Geo
|
||
J. Graham Parkinson, P.Geo.
|
TO:
|
Seabridge Gold Inc.
United States Securities and Exchange Commission
|
Re:
|
Seabridge Gold Inc. (the "Company")
Consent of Expert
|
|
·
|
2012 KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study dated June 22, 2012 and amended November 11, 2014 (the "Report")
|
|
1.
|
consent to the public filing of the Report and the use of any extracts from or a summary of the Report in the 40-F and the Registration Statement;
|
|
2.
|
consent to the use of my name and Allnorth Consultants Ltd.'s name and references to the Report, or portions thereof, in the 40-F and the Registration Statement and to the inclusion or incorporation by reference of information derived from the Report in the 40-F and Registration Statement;
|
|
3.
|
confirm that I have read the 40-F and the Registration Statement and that they fairly and accurately represent the information in the sections of the Report for which I am responsible; and
|
|
4.
|
confirm that I have read the 40-F and the Registration Statement and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Report or that are within my knowledge as a result of the services performed by me in connection with the Report.
|
|
Yours truly,
|
|
/s/ Darby Kreitz, P.Eng.
|
||
Darby Kreitz, P.Eng.
|
TO:
|
Seabridge Gold Inc.
United States Securities and Exchange Commission
|
Re:
|
Seabridge Gold Inc. (the "Company")
Consent of Expert
|
|
·
|
Courageous Lake Prefeasibility Study dated September 5, 2012 and amended November 11, 2014
|
|
·
|
2012 KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study dated June 22, 2012 and amended November 11, 2014
|
|
1.
|
consent to the public filing of the Reports and the use of any extracts from or a summary of the Reports in the 40-F and the Registration Statement;
|
|
2.
|
consent to the use of my name and Resource Modeling Inc.'s name and references to the Reports, or portions thereof, in the 40-F and the Registration Statement and to the inclusion or incorporation by reference of information derived from the Reports in the 40-F and Registration Statement;
|
|
3.
|
confirm that I have read the 40-F and the Registration Statement and that they fairly and accurately represent the information in the sections of the Reports for which I am responsible; and
|
|
4.
|
confirm that I have read the 40-F and the Registration Statement and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Reports or that are within my knowledge as a result of the services performed by me in connection with the Reports.
|
|
Yours truly,
|
|
/s/ Michael J. Lechner, P.Geo., RPG, CPG
|
||
Michael J. Lechner, P.Geo., RPG, CPG
|
TO:
|
Seabridge Gold Inc.
United States Securities and Exchange Commission
|
Re:
|
Seabridge Gold Inc. (the "Company")
Consent of Expert
|
|
·
|
2012 KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study dated June 22, 2012 and amended November 11, 2014 (the "Report")
|
|
1.
|
consent to the public filing of the Report and the use of any extracts from or a summary of the Report in the 40-F and the Registration Statement;
|
|
2.
|
consent to the use of my name and McElhanney Consulting Services Ltd.'s name and references to the Report, or portions thereof, in the 40-F and the Registration Statement and to the inclusion or incorporation by reference of information derived from the Report in the 40-F and Registration Statement;
|
|
3.
|
confirm that I have read the 40-F and the Registration Statement and that they fairly and accurately represent the information in the sections of the Report for which I am responsible; and
|
|
4.
|
confirm that I have read the 40-F and the Registration Statement and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Report or that are within my knowledge as a result of the services performed by me in connection with the Report.
|
|
Yours truly,
|
|
/s/ R.W. Parolin, P.Eng.
|
||
R.W. Parolin, P.Eng.
|
TO:
|
Seabridge Gold Inc.
United States Securities and Exchange Commission
|
Re:
|
Seabridge Gold Inc. (the "Company")
Consent of Expert
|
|
·
|
2012 KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study dated June 22, 2012 and amended November 11, 2014 (the "Report")
|
|
1.
|
consent to the public filing of the Report and the use of any extracts from or a summary of the Report in the 40-F and the Registration Statement;
|
|
2.
|
consent to the use of my name and BGC Engineering Inc.'s name and references to the Report, or portions thereof, in the 40-F and the Registration Statement and to the inclusion or incorporation by reference of information derived from the Report in the 40-F and Registration Statement;
|
|
3.
|
confirm that I have read the 40-F and the Registration Statement and that they fairly and accurately represent the information in the sections of the Report for which I am responsible; and
|
|
4.
|
confirm that I have read the 40-F and the Registration Statement and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Report or that are within my knowledge as a result of the services performed by me in connection with the Report.
|
|
Yours truly,
|
|
/s/ Warren Newcomen, M.S., P.Eng.
|
||
Warren Newcomen, M.S., P.Eng.
|
TO:
|
Seabridge Gold Inc.
United States Securities and Exchange Commission
|
Re:
|
Seabridge Gold Inc. (the "Company")
Consent of Expert
|
|
·
|
Courageous Lake Prefeasibility Study dated September 5, 2012 and amended November 11, 2014
|
|
·
|
2012 KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study dated June 22, 2012 and amended November 11, 2014
|
|
1.
|
consent to the public filing of the Reports and the use of any extracts from or a summary of the Reports in the 40-F and the Registration Statement;
|
|
2.
|
consent to the use of my name and Tetra Tech EBA Inc.’s name and references to the Reports, or portions thereof, in the 40-F and the Registration Statement and to the inclusion or incorporation by reference of information derived from the Reports in the 40-F and Registration Statement;
|
|
3.
|
confirm that I have read the 40-F and the Registration Statement and that they fairly and accurately represent the information in the sections of the Reports for which I am responsible; and
|
|
4.
|
confirm that I have read the 40-F and the Registration Statement and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Reports or that are within my knowledge as a result of the services performed by me in connection with the Reports.
|
|
Yours truly,
|
|
/s/ Kevin Jones, P.Eng.
|
||
Kevin Jones, P.Eng.
|
TO:
|
Seabridge Gold Inc.
United States Securities and Exchange Commission
|
Re:
|
Seabridge Gold Inc. (the "Company")
Consent of Expert
|
|
·
|
Courageous Lake Prefeasibility Study dated September 5, 2012 and amended November 11, 2014 (the "Report")
|
|
1.
|
consent to the public filing of the Report and the use of any extracts from or a summary of the Report in the 40-F and the Registration Statement;
|
|
2.
|
consent to the use of my name and Tetra Tech EBA Inc.'s name and references to the Report, or portions thereof, in the 40-F and the Registration Statement and to the inclusion or incorporation by reference of information derived from the Report in the 40-F and Registration Statement;
|
|
3.
|
confirm that I have read the 40-F and the Registration Statement and that they fairly and accurately represent the information in the sections of the Report for which I am responsible; and
|
|
4.
|
confirm that I have read the 40-F and the Registration Statement and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Report or that are within my knowledge as a result of the services performed by me in connection with the Report.
|
|
Yours truly,
|
|
/s/ Nigel Goldup, P.Eng.
|
||
Nigel Goldup, P.Eng.
|
TO:
|
Seabridge Gold Inc.
United States Securities and Exchange Commission
|
Re:
|
Seabridge Gold Inc. (the "Company")
Consent of Expert
|
|
·
|
2012 KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study dated June 22, 2012 and amended November 11, 2014 (the "Report")
|
|
1.
|
consent to the public filing of the Report and the use of any extracts from or a summary of the Report in the 40-F and the Registration Statement;
|
|
2.
|
consent to the use of my name and Golder Associates Ltd.'s name and references to the Report, or portions thereof, in the 40-F and the Registration Statement and to the inclusion or incorporation by reference of information derived from the Report in the 40-F and Registration Statement;
|
|
3.
|
confirm that I have read the 40-F and the Registration Statement and that they fairly and accurately represent the information in the sections of the Report for which I am responsible; and
|
|
4.
|
confirm that I have read the 40-F and the Registration Statement and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Report or that are within my knowledge as a result of the services performed by me in connection with the Report.
|
|
Yours truly,
|
|
/s/ Ross Hammett, Ph.D., P.Eng.
|
||
Ross Hammett, Ph.D., P.Eng.
|
TO:
|
Seabridge Gold Inc.
United States Securities and Exchange Commission
|
Re:
|
Seabridge Gold Inc. (the "Company")
Consent of Expert
|
|
·
|
Courageous Lake Prefeasibility Study dated September 5, 2012 and amended November 11, 2014 (the "Report")
|
|
1.
|
consent to the public filing of the Report and the use of any extracts from or a summary of the Report in the 40-F and the Registration Statement;
|
|
2.
|
consent to the use of my name and Golder Associates Ltd.'s name and references to the Report, or portions thereof, in the 40-F and the Registration Statement and to the inclusion or incorporation by reference of information derived from the Report in the 40-F and Registration Statement;
|
|
3.
|
confirm that I have read the 40-F and the Registration Statement and that they fairly and accurately represent the information in the sections of the Report for which I am responsible; and
|
|
4.
|
confirm that I have read the 40-F and the Registration Statement and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Report or that are within my knowledge as a result of the services performed by me in connection with the Report.
|
|
Yours truly,
|
|
/s/ Albert Victor Chance, P.Eng
|
||
Albert Victor Chance, P.Eng.
|
TO:
|
Seabridge Gold Inc.
United States Securities and Exchange Commission
|
Re:
|
Seabridge Gold Inc. (the "Company")
Consent of Expert
|
|
·
|
2012 KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study dated June 22, 2012 and amended November 11, 2014 (the "Report")
|
|
1.
|
consent to the public filing of the Report and the use of any extracts from or a summary of the Report in the 40-F and the Registration Statement;
|
|
2.
|
consent to the use of my name and Stantec Consulting Ltd.'s name and references to the Report, or portions thereof, in the 40-F and the Registration Statement and to the inclusion or incorporation by reference of information derived from the Report in the 40-F and Registration Statement;
|
|
3.
|
confirm that I have read the 40-F and the Registration Statement and that they fairly and accurately represent the information in the sections of the Report for which I am responsible; and
|
|
4.
|
confirm that I have read the 40-F and the Registration Statement and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Report or that are within my knowledge as a result of the services performed by me in connection with the Report.
|
|
Yours truly,
|
|
/s/ Tony Wachmann, P.Eng.
|
||
Tony Wachmann, P.Eng.
|
TO:
|
Seabridge Gold Inc.
United States Securities and Exchange Commission
|
Re:
|
Seabridge Gold Inc. (the "Company")
Consent of Expert
|
|
·
|
Courageous Lake Prefeasibility Study dated September 5, 2012 and amended November 11, 2014 (the "Report")
|
|
1.
|
consent to the public filing of the Report and the use of any extracts from or a summary of the Report in the 40-F and the Registration Statement;
|
|
2.
|
consent to the use of my name and SRK Consulting (Canada) Inc.'s name and references to the Report, or portions thereof, in the 40-F and the Registration Statement and to the inclusion or incorporation by reference of information derived from the Report in the 40-F and Registration Statement;
|
|
3.
|
confirm that I have read the 40-F and the Registration Statement and that they fairly and accurately represent the information in the sections of the Report for which I am responsible; and
|
|
4.
|
confirm that I have read the 40-F and the Registration Statement and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Report or that are within my knowledge as a result of the services performed by me in connection with the Report.
|
|
Yours truly,
|
|
/s/ Stephen Day, M.Sc., P.Geo.
|
||
Stephen Day, M.Sc., P.Geo.
|
TO:
|
Seabridge Gold Inc.
United States Securities and Exchange Commission
|
Re:
|
Seabridge Gold Inc. (the "Company")
Consent of Expert
|
|
·
|
2012 KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study dated June 22, 2012 and amended November 11, 2014 (the "Report")
|
|
1.
|
consent to the public filing of the Report and the use of any extracts from or a summary of the Report in the 40-F and the Registration Statement;
|
|
2.
|
consent to the use of my name and Tetra Tech WEI Inc.'s name and references to the Report, or portions thereof, in the 40-F and the Registration Statement and to the inclusion or incorporation by reference of information derived from the Report in the 40-F and Registration Statement;
|
|
3.
|
confirm that I have read the 40-F and the Registration Statement and that they fairly and accurately represent the information in the sections of the Report for which I am responsible; and
|
|
4.
|
confirm that I have read the 40-F and the Registration Statement and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Report or that are within my knowledge as a result of the services performed by me in connection with the Report.
|
|
Yours truly,
|
|
/s/ Hassan Ghaffari, P.Eng.
|
||
Hassan Ghaffari, P.Eng.
|
TO:
|
Seabridge Gold Inc.
United States Securities and Exchange Commission
|
Yours truly,
|
||
|
||
/s/ William Threlkeld
|
||
William Threlkeld
|
New Issue | November 26, 2014 |
ABOUT THIS PROSPECTUS
|
2
|
CAUTIONARY NOTE TO UNITED STATES INVESTORS ABOUT MINERAL RESERVE AND MINERAL RESOURCE ESTIMATES
|
3
|
NOTICE REGARDING PRESENTATION OF FINANCIAL INFORMATION
|
3
|
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
|
4
|
CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION
|
6
|
THE COMPANY
|
7
|
MINERAL PROPERTIES OF THE COMPANY
|
11
|
MANAGEMENT
|
34
|
RISK FACTORS
|
36
|
CONSOLIDATED CAPITALIZATION
|
37
|
USE OF PROCEEDS
|
37
|
DESCRIPTION OF SHARE CAPITAL
|
38
|
PRINCIPAL SHAREHOLDERS
|
39
|
TRADING PRICE AND VOLUME
|
39
|
PRIOR SALES
|
40
|
DIVIDEND POLICY
|
41
|
PLAN OF DISTRIBUTION
|
41
|
CERTAIN INCOME TAX CONSIDERATIONS
|
42
|
LEGAL MATTERS
|
42
|
AUDITORS, TRANSFER AGENT AND REGISTRAR
|
42
|
INTEREST OF EXPERTS
|
43
|
DOCUMENTS INCORPORATED BY REFERENCE
|
44
|
ADDITIONAL INFORMATION
|
46
|
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT
|
47
|
GLOSSARY OF TECHNICAL TERMS
|
47
|
ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS
|
48
|
ENFORCEABILITY OF CIVIL LIABILITIES
|
48
|
EXEMPTION | 49 |
STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION
|
49
|
To Convert From
|
To
|
Multiply By
|
Feet
|
Meters
|
0.305
|
Meters (m)
|
Feet
|
3.281
|
Miles
|
Kilometers
|
1.609
|
Kilometers (km)
|
Miles
|
0.6214
|
Acres
|
Hectares
|
0.405
|
Hectares (ha)
|
Acres
|
2.471
|
Grams
|
Ounces (Troy)
|
0.03215
|
Grams/Tonne (g/t)
|
Ounces (Troy)/Short Ton
|
0.02917
|
Tonnes (metric)
|
Pounds
|
2,205
|
Tonnes (metric)
|
Short Tons
|
1.1023
|
Bt - Billion tonnes
|
Ga - Gigaannum
|
kWh - Kilowatt hours
|
Mlb - Million pounds
|
Mm³ - Million cubic meters
|
Moz - Million ounces
|
m/s - Meters per second
|
Mt - Million tonnes
|
MWh - Megawatt hours
|
ppm - Parts per million
|
ppb – parts per billion
|
tpd – tonnes per day
|
W/m²- Watts per square meter
|
•
|
the Company's history of losses and negative cash flows from operations and expectation of future losses and negative cash flows from operations;
|
•
|
risks related to the Company's ability to finance its exploration activities and future development activities through joint ventures, the sale of property interests or obtaining suitable financing;
|
•
|
uncertainty of whether the reserves estimated on the Company's mineral properties will be brought into production;
|
•
|
uncertainties relating to the assumptions underlying the Company's resource and reserve estimates;
|
•
|
uncertainty of estimates of capital costs, operating costs, production and economic returns;
|
•
|
risks related to commercially producing precious metals from the Company's mineral properties;
|
•
|
risks related to fluctuations in the market price of gold, copper and other metals;
|
•
|
risks related to fluctuations in foreign exchange rates;
|
•
|
mining, exploration and development risks that could result in damage to mineral properties, plant and equipment, personal injury, environmental damage and delays in mining, which may be uninsurable;
|
•
|
risks related to obtaining all necessary permits and governmental approvals for exploration, development and mining activities, including in respect of environmental regulation;
|
•
|
uncertainty related to title to the Company's mineral properties and rights of access over or through lands subject to third party mineral tenures;
|
•
|
risks related to unsettled First Nations rights and title, including risks arising as a result of the Supreme Court of Canada decision in Tsilhqot'in Nation v. British Columbia of June 26, 2014, and settled Treaty Nations' rights;
|
•
|
risks related to increases in demand for exploration, development and construction services equipment, and related cost increases;
|
•
|
increased competition in the mining industry;
|
•
|
the Company's need to attract and retain qualified management and personnel;
|
•
|
risks related to conflicts of interest due to some of the Company's directors' and officers' involvement with other natural resource companies; and
|
•
|
the Company's classification as a "passive foreign investment company" under the United States tax code.
|
Year Ended
December 31
|
Nine Months
Ended September 30
|
||||||||
2013
|
2012
|
2011
|
2014
|
2013
|
|||||
(US$)
|
(US$)
|
||||||||
Highest rate during period
|
US$1.0188
|
US$1.0371
|
US$1.0630
|
US$0.9399
|
US$1.0165
|
||||
Lowest rate during period
|
0.9314
|
0.9576
|
0.9383
|
0.8893
|
0.9463
|
||||
Average rate during period
|
0.9710
|
1.0004
|
1.0111
|
0.9139
|
0.9771
|
||||
Rate at the end of period
|
0.9402
|
1.0051
|
0.9833
|
0.8963
|
0.9732
|
1.
|
Proven resources with quality work done by reputable companies;
|
2.
|
Upside exploration potential; and
|
3.
|
Low holding costs to conserve cash in the event that a higher gold price was not achieved.
|
PROJECT
|
Cut-Off
Grade
(g/T)
|
Measured
|
Indicated
|
Inferred
|
||||||||||||
Tonnes
(000's)
|
Gold
Grade
(g/t)
|
Gold
(000's ozs)
|
Copper
Grade
(%)
|
Copper
(million
lbs)
|
Tonnes
(000's)
|
Gold
Grade
(g/t)
|
Gold
(000's ozs)
|
Copper
Grade
(%)
|
Copper
(million
lbs)
|
Tonnes
(000's)
|
Gold
Grade
(g/t)
|
Gold
(000's ozs)
|
Copper
Grade
(%)
|
Copper
(million
lbs)
|
||
KSM
|
0.50
gold
equiv.²
|
|||||||||||||||
Mitchell
|
724,000
|
0.65
|
15,130
|
0.18
|
2,872
|
1,052,900
|
0.58
|
19,634
|
0.16
|
3,713
|
567,800
|
0.44
|
8,032
|
0.14
|
1,752
|
|
Sulphurets
|
--
|
--
|
--
|
--
|
--
|
370,900
|
0.59
|
7,036
|
0.21
|
1,717
|
177,100
|
0.50
|
2,847
|
0.15
|
585
|
|
Kerr
|
--
|
--
|
--
|
--
|
--
|
270,400
|
0.24
|
2,086
|
0.46
|
2,741
|
85,000
|
0.24
|
656
|
0.28
|
525
|
|
Iron Cap
|
--
|
--
|
--
|
--
|
--
|
361,700
|
0.44
|
5,117
|
0.21
|
1,674
|
297,300
|
0.36
|
3,441
|
0.20
|
1,310
|
|
KSM Total³
|
--
|
724,000
|
0.65
|
15,130
|
0.18
|
2,872
|
2,055,900
|
0.51
|
33,873
|
0.22
|
9,845
|
1,127,200
|
0.41
|
14,976
|
0.17
|
4,172
|
Deep Kerr3
|
$20 NSR2
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
514,700
|
0.36
|
5,914
|
0.53
|
6,052
|
Courageous Lake:
Fat Deposit
Walsh Lake3
|
0.83
0.60
|
13,401
--
|
2.53
--
|
1,090
--
|
--
--
|
--
--
|
93,914
--
|
2.28
--
|
6,884
--
|
--
--
|
--
--
|
48,963
4,624
|
2.18
3.24
|
3,432
482
|
--
--
|
--
--
|
Quartz
Mountain³
|
0.34
|
3,480
|
0.98
|
110
|
--
|
--
|
54,330
|
0.91
|
1,591
|
--
|
--
|
44,800
|
0.72
|
1,043
|
--
|
--
|
Red Mountain³
|
1.00
|
1,260
|
8.01
|
324
|
--
|
--
|
340
|
7.041
|
76
|
--
|
--
|
2,079
|
3.71
|
248
|
--
|
--
|
Castle
Black
Rock³
|
0.25
|
4,120
|
0.57
|
75
|
--
|
--
|
8,260
|
0.53
|
140
|
--
|
--
|
7,950
|
0.37
|
93
|
--
|
--
|
1.
|
These resource estimates have been prepared in accordance with NI 43-101. See "Cautionary Note to United States Investors".
|
2.
|
The cut-off grade for the KSM Project is stated in amount of gold equivalent which takes into consideration the presence of copper, which contributes to project economics. The cut-off grade for Deep Kerr is stated as a dollar value in net smelter return (NSR).
|
3.
|
The effective date of each of the above resource estimates are January 9, 2012 for the KSM Project, February 14, 2014 for the Deep Kerr deposit, September 5, 2012 for the Fat Deposit (Courageous Lake Project), March 11, 2014 for the Wash Lake deposit (Courageous Lake Project), April 27, 2007 for the Grassy Mountain Project, April 12, 2002 for the Quartz Mountain Project, January, 2005 for the Red Mountain Project and October 5, 2000 for the Castle Black Rock Project.
|
4.
|
Seabridge has entered into option agreements under which a 100% interest in each of the Red Mountain, Quartz Mountain and Castle Black Rock projects may be acquired.
|
•
|
isolating and lining a portion of the proposed tailing management facility to contain the tailings that will result from the precious metals carbon leach circuit;
|
•
|
re-routing proposed access from Highway 37 to the proposed process facility and tailing management area to avoid potential impacts on fisheries;
|
•
|
relocating discharges from the tailings management facility to protect sensitive fish habitats;
|
•
|
shifting from open pit to underground panel cave mining in the later years for the Mitchell deposit and also block caving the Iron Cap deposit. Underground mining is expected to reduce waste rock storage by more than two billion tonnes, resulting in significantly less potential environmental impact;
|
•
|
implementing a state of the art water treatment strategy to maximize environmental protection; and,
|
•
|
removing planned surface infrastructure associated with the Mitchell Treaty Tunnel at the "Saddle" and placing it underground to minimize surface disturbance and facilitate wildlife access.
|
(a)
|
30 contiguous mineral cell claims covering an area of approximately 6,726 hectares within which the mineral deposits lie;
|
(b)
|
16 mineral legacy "BJ" claims covering approximately 6,225 hectares within which certain infrastructure for the proposed mining operation would lie;
|
(c)
|
18 mineral legacy "New BJ" claims covering approximately 6,026 hectares that are adjacent to the "BJ" claims described in paragraph (a).
|
·
|
Nisga'a Nation agreement to provide letters in support of the KSM Project to British Columbian and Canadian regulators, as well as potential investors in Seabridge or the Project.
|
·
|
Financial payments upon the achievement of certain Project milestones and annual production payments based on a percentage of net profits, with the net profits payable normalizing after the Project has recovered its capital costs, as determined under the terms of the Agreement.
|
·
|
Strong commitments to education and training of Nisga'a citizens so that they will be better able to take advantage of the economic benefits the KSM Project offers.
|
·
|
Mutual co-operation on completing the operational permitting process for the Project.
|
·
|
A framework for the Nisga'a Nation and Seabridge to work together to achieve employment targets and to ensure Nisga'a businesses will have preferred access to contracting opportunities.
|
·
|
Mutual co-operation on responding to social impacts which Nisga'a Villages may experience as a result of the Project.
|
·
|
the location of the KSM Project in relation to areas of treaty rights and asserted aboriginal rights and title,
|
·
|
the consultation the Company and the governments have undertaken with aboriginal groups,
|
·
|
the agreements the Company has negotiated with aboriginal groups, and
|
·
|
the information the Company has learned about historic aboriginal use of the area on which KSM Project infrastructure is located,
|
Measured Mineral Resources
|
Indicated Mineral Resources
|
|||||||||
Zone
|
Tonnes
(000)
|
Au
(g/t)
|
Cu
(%)
|
Au
oz
(000)
|
Cu lbs
(million)
|
Tonnes
(000)
|
Au
(g/t)
|
Cu
(%)
|
Au
oz
(000)
|
Cu lbs
(million)
|
Kerr
|
No Measured Resources
|
270,400
|
0.24
|
0.46
|
2,086
|
2,741
|
||||
Sulphurets
|
No Measured Resources
|
370,900
|
0.59
|
0.21
|
7,036
|
1,717
|
||||
Mitchell
|
724,000
|
0.65
|
0.18
|
15,130
|
2,872
|
1,052,900
|
0.58
|
0.16
|
19,634
|
3,713
|
Iron Cap
|
No Measured Resources
|
361,700
|
0.44
|
0.21
|
5,117
|
1,674
|
||||
Total
|
724,000
|
0.65
|
0.18
|
15,130
|
2,872
|
2,055,900
|
0.51
|
0.22
|
33,873
|
9,845
|
Measured + Indicated Mineral Resources
|
Inferred Mineral Resources
|
|||||||||
Zone
|
Tonnes
(000)
|
Au
(g/t)
|
Cu
(%)
|
Au
oz
(000)
|
Cu lbs
(million)
|
Tonnes
(000)
|
Au
(g/t)
|
Cu
(%)
|
Au
oz
(000)
|
Cu lbs
(million)
|
Kerr
|
270,400
|
0.24
|
0.46
|
2,086
|
2,741
|
85,000
|
0.24
|
0.28
|
656
|
525
|
Sulphurets
|
370,900
|
0.59
|
0.21
|
7,036
|
1,717
|
177,100
|
0.50
|
0.15
|
2,847
|
585
|
Mitchell
|
1,776,900
|
0.61
|
0.17
|
34,764
|
6,585
|
567,800
|
0.44
|
0.14
|
8,032
|
1,752
|
Iron Cap
|
361,700
|
0.44
|
0.21
|
5,117
|
1,674
|
297,300
|
0.36
|
0.20
|
3,441
|
1,310
|
Total
|
2,779,900
|
0.55
|
0.21
|
49,003
|
12,717
|
1,127,200
|
0.41
|
0.17
|
14,976
|
4,172
|
|
Diluted Grades
|
Contained Metal
|
|||||||
Area
|
Ore (Mt)
|
Au (g/t)
|
Cu (%)
|
Ag (g/t)
|
Mo (ppm)
|
Au (Moz)
|
Cu (Mlb)
|
Ag (Moz)
|
Mo (Mlb)
|
Mitchell Pit
|
476
|
0.673
|
0.171
|
3.05
|
60.9
|
10.3
|
1,798
|
47
|
64
|
Kerr Pit
|
-
|
0.000
|
0.000
|
0.00
|
0.0
|
0.0
|
-
|
0
|
0
|
Sulphurets Pit
|
-
|
0.000
|
0.000
|
0.00
|
0.0
|
0.0
|
-
|
0
|
0
|
Total Proven
|
476
|
0.673
|
0.171
|
3.05
|
60.9
|
10.3
|
1,798
|
47
|
64
|
Diluted Grades
|
Contained Metal
|
||||||||
Area
|
Ore (Mt)
|
Au (g/t)
|
Cu (%)
|
Ag (g/t)
|
Mo (ppm)
|
Au (Moz)
|
Cu (Mlb)
|
Ag (Moz)
|
Mo (Mlb)
|
Mitchell Pit
|
497
|
0.613
|
0.156
|
2.78
|
65.8
|
9.8
|
1,707
|
44
|
72
|
Kerr Pit
|
242
|
0.244
|
0.454
|
1.20
|
0.0
|
1.9
|
2,425
|
9
|
0
|
Sulphurets Pit
|
318
|
0.585
|
0.219
|
0.79
|
50.6
|
6.0
|
1,535
|
8
|
35
|
Mitchell Underground
|
438
|
0.529
|
0.165
|
3.48
|
33.6
|
7.4
|
1,589
|
49
|
32
|
Iron Cap Underground
|
193
|
0.450
|
0.196
|
5.32
|
21.5
|
2.8
|
834
|
33
|
9
|
Total Probable
|
1,689
|
0.514
|
0.217
|
2.65
|
40.1
|
27.9
|
8,090
|
144
|
149
|
Diluted Grades
|
Contained Metal
|
||||||||
Area
|
Ore (Mt)
|
Au (g/t)
|
Cu (%)
|
Ag (g/t)
|
Mo (ppm)
|
Au (Moz)
|
Cu (Mlb)
|
Ag (Moz)
|
Mo (Mlb)
|
Mitchell Pit
|
973
|
0.642
|
0.163
|
2.92
|
63.4
|
20.1
|
3,506
|
91
|
136
|
Kerr Pit
|
242
|
0.244
|
0.454
|
1.20
|
0.0
|
1.9
|
2,425
|
9
|
0
|
Sulphurets Pit
|
318
|
0.585
|
0.219
|
0.79
|
50.6
|
6.0
|
1,535
|
8
|
35
|
Mitchell Underground
|
438
|
0.529
|
0.165
|
3.48
|
33.6
|
7.4
|
1,589
|
49
|
32
|
Iron Cap Underground
|
193
|
0.450
|
0.196
|
5.32
|
21.5
|
2.8
|
834
|
33
|
9
|
Total Proven & Probable
|
2,164
|
0.549
|
0.207
|
2.74
|
44.7
|
38.2
|
9,889
|
191
|
213
|
Description
|
US$000
|
US$000
|
Direct Works
|
||
Overall Site
|
199,818
|
|
Open Pit Mining
|
185,826
|
|
Underground Mining (Mitchell Block Caving)
|
0
|
|
Underground Mining (Iron Cap Block Caving)
|
0
|
|
Crushing, Stockpiles and Grinding
|
156,900
|
|
Tunneling
|
344,213
|
|
MTT Transfer System
|
273,695
|
|
Rope Conveyance (Sustaining)
|
0
|
|
Plant Site Crushing
|
348,699
|
|
Plant Site Grinding
|
458,242
|
|
TMF
|
311,108
|
|
Water Treatment
|
309,462
|
|
Environmental
|
44,225
|
|
Avalanche Control
|
45,845
|
|
Site Services and Utilities
|
34,226
|
|
Ancillary Buildings
|
96,097
|
|
Plant Mobile Equipment
|
10,676
|
|
Temporary Services
|
190,739
|
|
Treaty Road Marshaling Yard
|
10,791
|
|
Permanent Electrical Power Supply and BC Hydro Capital Cost Contribution
|
217,319
|
|
Mini Hydro Plants
|
16,536
|
|
Energy Recovery Plants
|
7,576
|
|
Permanent Access Roads
|
93,433
|
|
Temporary Winter Access Roads
|
18,208
|
|
Off-site Infrastructure and Facilities
|
73,896
|
|
Direct Works Subtotal
|
3,447,530
|
|
Indirects
|
||
Project Indirects
|
1,056,550
|
|
Owner's Costs
|
106,315
|
|
Contingencies
|
645,743
|
|
Indirects Subtotal
|
1,808,608
|
|
Total Capital Cost
|
5,256,138
|
Average Operating Cost Summary
|
||
US$/a
(000's)
|
US$/t
Milled
|
|
Mine
|
||
Mining Costs – Mill Feed
|
251,901
|
5.31*
|
Open Pit – Mill Feed
|
5.38
|
|
Block Caving – Mill Feed
|
5.14
|
|
Mill
|
||
Staff & Supplies
|
233,012
|
4.91
|
Power (Process only)
|
53,081
|
1.12
|
G&A and Site Service
|
||
G&A
|
53,556
|
1.13
|
Site Service
|
14,959
|
0.32
|
Tailing and Water Treatment
|
||
Tailing
|
24,440
|
0.52
|
Water Treatment
|
20,238
|
0.43**
|
Total
|
651,187
|
13.72
|
* excluding mine pre-production operating costs
** LOM average cost calculated by total LOM operating cost divided by LOM process tonnage.
|
Years 1 to 7
|
Years 1 to 20
|
Life of Mine
|
|
Total Tonnes to Mill (000s)
|
310,062
|
926,916
|
2,164,419
|
Annual Tonnes to Mill (000s)
|
44,295
|
46,346
|
39,353
|
Average Grades
|
|||
Gold (g/t)
|
0.79
|
0.67
|
0.549
|
Copper (%)
|
0.234
|
0.180
|
0.207
|
Silver (g/t)
|
2.385
|
2.737
|
2.740
|
Molybdenum (ppm)
|
46.2
|
61.4
|
44.8
|
Total Production
|
|||
Gold (000s oz)
|
5,959
|
15,003
|
27,959
|
Copper (000s lb)
|
1,364,880
|
3,024,655
|
8,075,101
|
Silver (000s oz)
|
14,712
|
50,154
|
120,826
|
Molybdenum (000s lb)
|
9,067
|
41,477
|
62,679
|
Average Annual Production
|
|||
Gold (000s oz)
|
851
|
750
|
508
|
Copper (000s lb)
|
194,983
|
151,233
|
146,820
|
Silver (000s oz)
|
2,102
|
2,508
|
2,197
|
Molybdenum (000s lb)
|
1,295
|
2,074
|
1,140
|
Summary of the Pre-Tax Economic Evaluation
|
||||
Unit
|
Base Case
|
Spot Price Case
|
Alternate Case
|
|
Metal Price
|
||||
Gold
|
US$/oz
|
1,330.00
|
1,650.00
|
1,320.00
|
Copper
|
US$/lb
|
3.45
|
3.75
|
3.00
|
Silver
|
US$/oz
|
25.20
|
32.00
|
25.60
|
Molybdenum
|
US$/lb
|
15.00
|
15.00
|
15.00
|
Exchange Rate
|
US:Cdn
|
0.96
|
1.00
|
0.96
|
Pre-Tax Economic Results
|
||||
NPV (at 0%)
|
US$ M
|
20,473
|
31,160
|
16,776
|
NPV (at 3%)
|
US$ M
|
8,196
|
13,137
|
6,612
|
NPV (at 5%)
|
US$ M
|
4,511
|
7,748
|
3,503
|
NPV (at 8%)
|
US$ M
|
1,614
|
3,503
|
1,031
|
IRR
|
%
|
11.53
|
14.73
|
10.35
|
Payback
|
Years
|
6.19
|
5.16
|
6.68
|
Cash Cost/oz Au
|
US$/oz
|
141.30
|
60.04
|
263.54
|
Total Cost/oz Au
|
US$/oz
|
597.60
|
535.35
|
719.84
|
Summary of the Post-Tax Economic Evaluation
|
||||
Unit
|
Base Case
|
Spot Price Case
|
Alternate Case
|
|
Metal Price
|
||||
Gold
|
US$/oz
|
1,330.00
|
1,650.00
|
1,320.00
|
Copper
|
US$/lb
|
3.45
|
3.75
|
3.00
|
Silver
|
US$/oz
|
25.20
|
32.00
|
25.60
|
Molybdenum
|
US$/lb
|
15.00
|
15.00
|
15.00
|
Exchange Rate
|
US:Cdn
|
0.96
|
1.00
|
0.96
|
Post-Tax Economic Results
|
||||
NPV (at 0%)
|
US$ M
|
13,106
|
20,142
|
10,908
|
NPV (at 3%)
|
US$ M
|
5,004
|
8,302
|
4,080
|
NPV (at 5%)
|
US$ M
|
2,520
|
4,703
|
1,930
|
NPV (at 8%)
|
US$ M
|
539
|
1,834
|
189
|
IRR
|
%
|
9.38
|
12.19
|
8.50
|
Payback
|
Years
|
6.39
|
5.33
|
6.88
|
NSR =
|
Cu/100 * RecCu/100 * NSPCu * 2204.6 + Au * RecAu/100 * NSPAu + Ag x RecAg/100 * NSPAg + Mo/1x106 * NSPMo x 2204.6
|
NSR cutoff value (US$/tonne)
|
Tonnes (000)
|
Copper Grade
(%)
|
Copper (millions of lbs)
|
Gold Grade (g/T)
|
Gold
(000 of ounces)
|
Silver
Grade
(g/t)
|
Silver (000 of ounces)
|
Moly (ppm)
|
Moly
(000 of lbs)
|
0
|
843,370
|
0.38
|
7,054
|
0.28
|
7,611
|
1.7
|
45,865
|
22
|
41,562
|
4.0
|
800,043
|
0.40
|
7,006
|
0.30
|
7,616
|
1.7
|
43,620
|
23
|
40,925
|
8.0
|
749,928
|
0.42
|
6,917
|
0.30
|
7,325
|
1.7
|
41,349
|
24
|
40,146
|
12.0
|
675,228
|
0.45
|
6,730
|
0.32
|
6,921
|
1.7
|
37,897
|
26
|
38,175
|
16.0
|
597,280
|
0.49
|
6,472
|
0.34
|
6,515
|
1.8
|
34,644
|
27
|
35,962
|
20.0
|
514,667
|
0.53
|
6,052
|
0.36
|
5,914
|
1.8
|
30,319
|
28
|
32,087
|
24.0
|
442,221
|
0.58
|
5,640
|
0.39
|
5,485
|
1.9
|
26,670
|
29
|
28,654
|
28.0
|
376,888
|
0.62
|
5,168
|
0.41
|
4,976
|
2.0
|
23,919
|
30
|
24,849
|
32.0
|
317,108
|
0.67
|
4,700
|
0.44
|
4,477
|
1.9
|
19,570
|
31
|
21,504
|
36.0
|
272,175
|
0.71
|
4,279
|
0.46
|
4,012
|
1.9
|
16,699
|
31
|
18,621
|
·
|
Golder Associates, Ltd. (Golder) - geotechnical and mining
|
·
|
AMEC - mining
|
·
|
ALS Metallurgy Kamloops - metallurgy/processing
|
·
|
Tetra Tech - provided a review of preliminary metallurgical results
|
Drill Hole ID
|
Total Depth
|
Target
|
From (meters)
|
To
(meters)
|
Interval
(meters)
|
Gold
(g/T)
|
Copper
%
|
Silver
(g/T)
|
K-14-25D
|
1515
including
|
Model
Confirmation
|
910.4
|
1011.4
|
101.0
|
0.29
|
0.37
|
2.2
|
1025.3
|
1133.4
|
108.1
|
0.21
|
0.35
|
2.1
|
|||
1185.6
|
1231.0
|
45.5
|
1.25
|
0.06
|
17.1
|
|||
1300.8
1300.8
|
1486.4
1350.1
|
185.6
49.3
|
0.18
0.31
|
0.47
0.53
|
2.2
2.8
|
|||
K-14-28C
|
1306
including
|
Model Confirmation
|
900.0
900.0
|
1257.4
979.4
|
357.4
79.4
|
0.50
0.84
|
0.63
1.15
|
1.9
3.0
|
K-14-39
|
1272
including
|
North Strike Extension
|
508.0
|
694.4
|
186.4
|
0.19
|
0.43
|
1.0
|
781.4
|
945.4
|
164.0
|
0.34
|
0.33
|
1.0
|
|||
945.4
963.4
|
1197.4
1106.4
|
252.0
143.0
|
0.55
0.68
|
0.69
0.81
|
1.4
1.7
|
|||
K-14-41
|
1080
|
North Strike Extension
|
636.2
|
682.3
|
46.1
|
2.35
|
0.19
|
1.4
|
821.4
|
965.5
|
144.1
|
0.58
|
0.27
|
3.1
|
|||
K-14-41A
|
1098
|
North Strike Extension
|
618.0
|
847.0
|
229.0
|
1.12
|
0.07
|
1.0
|
K-14-43
|
1045
including
|
North Strike Extension
|
512.5
512.5
|
659.5
546.5
|
147
34
|
0.53
0.64
|
0.71
1.01
|
2.5
5.3
|
689.5
|
757.5
|
68
|
0.31
|
0.31
|
0.8
|
|||
K-14-44
|
995
|
North Strike Extension
|
529.0
|
565.9
|
36.9
|
0.26
|
0.60
|
1.6
|
580.1
|
676.8
|
96.7
|
0.28
|
0.39
|
0.9
|
|||
823
|
936.8
|
113.8
|
0.29
|
0.31
|
1.6
|
|||
K-14-48
|
1212 including
|
North Strike Extension
|
971.4
971.4
|
1161.3
1027.3
|
189.9
55.9
|
0.35
0.4
|
0.36
0.53
|
1.1
0.9
|
K-14-34A
|
1611
including
including
including
|
Depth Projection
|
450.0
697.4
|
806.4
744.5
|
356.4
47.1
|
0.19
0.33
|
0.62
1.01
|
2.0
3.0
|
871.4
915.4
1551.4
|
1608.4
1165.4
1577.4
|
737
250
26
|
0.36
0.39
0.31
|
0.59
0.78
1.01
|
1.1
1.5
1.3
|
|||
K-14-40
|
1011
including
|
Depth Projection
|
704.4
794.6
|
926.3
918.9
|
221.9
124.3
|
0.24
0.29
|
0.45
0.54
|
1.5
1.8
|
K-14-45
|
1131
including
|
Depth Projection
|
271.4
|
368.4
|
97.0
|
0.26
|
0.48
|
1.4
|
400.4
831.7
|
1123.0
1117.4
|
722.6
285.7
|
0.36
0.51
|
0.59
0.77
|
2.6
3.8
|
|||
K-14-42
|
951
|
South Extension
|
486.9
|
536.0
|
49.1
|
0.28
|
0.86
|
3.3
|
639.8
|
661
|
21.2
|
1.28
|
0.05
|
7.5
|
|||
678.5
|
738.9
|
60.4
|
0.28
|
0.67
|
2.8
|
|||
K-14-46
|
790
including
|
South Extension
|
193.0
193.0
|
344.4
241.4
|
151.4
48.4
|
0.17
0.26
|
0.36
0.43
|
1.7
2.5
|
Drill Hole ID
|
Total Depth
|
From (meters)
|
To
(meters)
|
Interval
(meters)
|
Gold
(g/T)
|
Copper
%
|
Silver
(g/T)
|
2013 Drill Results
|
|||||||
IC-13-48
|
1011
including
|
346.5
|
839.8
|
493.3
|
0.30
|
0.30
|
3.2
|
346.5
|
425.4
|
78.9
|
0.72
|
0.37
|
5.4
|
||
IC-13-49
|
1035
including
|
9.0
|
1032.4
|
1023.4
|
0.77
|
0.24
|
5.2
|
485.2
|
692.4
|
207.2
|
1.22
|
0.45
|
4.5
|
||
IC-13-50
|
432
|
286.0
|
321.0
|
35.0
|
1.38
|
0.38
|
9.7
|
IC-13-51
|
1169
|
884.0
|
956.4
|
72.4
|
0.55
|
0.26
|
2.1
|
IC-13-52
|
1071
|
308.4
|
506.4
|
196.9
|
0.34
|
0.44
|
2.3
|
2014 Drill Results
|
|||||||
IC-14-53
|
1329.4
|
488.4
|
1002.4
|
514.0
|
0.68
|
0.30
|
5.2
|
including
|
635.4
|
727.4
|
92.0
|
1.47
|
0.34
|
3.1
|
|
IC-14-54
|
1107.0
|
322.4
|
832.5
|
510.1
|
0.41
|
0.28
|
10.5
|
including
|
599.4
|
713.0
|
112.4
|
0.44
|
0.40
|
22.1
|
|
including
|
717.6
|
832.5
|
114.9
|
0.61
|
0.20
|
3.6
|
|
IC-14-54A
|
1050
|
604.4
|
872
|
267.6
|
0.39
|
0.23
|
4.8
|
including
|
823.8
|
852
|
28.2
|
1.20
|
0.29
|
1.7
|
|
IC-14-55
|
624.3
|
193.6
|
253.2
|
58.6
|
0.37
|
0.29
|
3.1
|
including
|
257.5
|
624.3
|
366.8
|
0.59
|
0.17
|
2.5
|
|
including
|
331.0
|
375.3
|
44.3
|
1.02
|
0.24
|
2.1
|
|
IC-14-56
|
1095.8
|
163.1
|
324
|
160.9
|
0.21
|
0.35
|
3.3
|
396.4
|
556.4
|
160.0
|
0.45
|
0.30
|
6.5
|
||
582.4
|
853.4
|
271.0
|
0.25
|
0.24
|
9.3
|
||
879.4
|
1095.8
|
216.4
|
0.46
|
0.16
|
2.5
|
||
IC-14-57
|
927.4
|
176
|
600.2
|
424.2
|
0.40
|
0.22
|
4.0
|
including
|
459.4
|
589.4
|
130.0
|
0.31
|
0.35
|
2.6
|
|
IC-14-58
|
1143.3
|
5.9
|
802.4
|
796.5
|
0.39
|
0.22
|
4.8
|
including
|
404.3
|
802.4
|
397.4
|
0.52
|
0.22
|
1.6
|
|
1001.3
|
1143.3
|
142.0
|
0.49
|
0.31
|
2.5
|
||
IC-14-59
|
1032.0
|
1.6
|
159.0
|
157.4
|
0.45
|
0.38
|
4.4
|
178.7
|
771.4
|
592.7
|
1.14
|
0.37
|
3.7
|
||
including
|
221.8
|
400.0
|
178.2
|
1.68
|
0.38
|
3.9
|
|
IC-14-60
|
967.1
|
124
|
525.3
|
401.3
|
0.47
|
0.17
|
8.0
|
including
|
256.0
|
286.0
|
30.0
|
1.15
|
0.27
|
40.6
|
|
IC-14-61
|
1152.4
|
431.4
|
794.4
|
362.5
|
0.38
|
0.28
|
6.8
|
876.2
|
1152.4
|
276.2
|
0.46
|
0.31
|
2.0
|
Measured
|
Indicated
|
||||
Tonnes
(000's)
|
Grade
(g/T)
|
Ounces
(000's)
|
Tonnes
(000's)
|
Grade
(g/T)
|
Ounces
(000's)
|
13,401
|
2.53
|
1,090
|
93,914
|
2.28
|
6,884
|
Measured and Indicated
|
Inferred
|
||||
Tonnes
(000's)
|
Grade
(g/T)
|
Ounces
(000's)
|
Tonnes
(000's)
|
Grade
(g/T)
|
Ounces
(000's)
|
107,315
|
2.31
|
7,974
|
48,963
|
2.18
|
3,432
|
|
Note:
|
This table does not include the results of the 2012-13 exploration programs at the Courageous Lake Project. These resource estimates have been prepared in accordance with NI 43-101. See "Cautionary Note to United States Investors". Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability. Inferred Mineral Resources have a high degree of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Resource will ever be upgraded to a higher category.
|
In situ Pit Resources
(Million tonnes)
|
Au
(g/t)
|
Mine Rock (Million tonnes)
|
Strip Ratio
|
86
|
2.35
|
935
|
10.8
|
Class
|
Ore
(Million Tonnes)
|
Au
(g/t)
|
Contained Metal
(Million Ounces)
|
Proven
|
12.3
|
2.41
|
0.96
|
Probable
|
78.8
|
2.17
|
5.50
|
Description
|
US$000
|
US$000
|
Direct Costs
|
||
Overall Site
|
59,745
|
|
Open Pit Mining
|
96,701
|
|
Crushing and Stockpiles
|
83,238
|
|
Grinding and Flotation
|
135,039
|
|
Pressure Oxidation
|
88,660
|
|
Thickening, Neutralization and Cyanide Leaching
|
38,940
|
|
Gold ADR Circuit, Cyanide Handling and Electrowinning
|
14,833
|
Reagents and Consumables
|
23,536
|
|
Tailing Management Facility
|
53,422
|
|
Water Treatment Plant
|
8,774
|
|
Site Services and Utilities
|
34,352
|
|
Ancillary Buildings
|
66,839
|
|
Airstrip and Loading/Unloading Facilities
|
10,676
|
|
Plant Mobile Equipment
|
190,739
|
|
Temporary Services
|
10,791
|
|
Electrical Power Supply
|
217,319
|
|
Yellowknife and Edmonton Facilities
|
17,227
|
|
Sub-total Direct Costs
|
965,490
|
|
Indirect Costs
|
||
Indirects
|
315,187
|
|
Owner's Costs
|
55,059
|
|
Contingency
|
186,703
|
|
Indirects Subtotal
|
556,949
|
|
Total Capital Cost
|
1,522,439
|
Annual Costs (US$000)
|
US$/tonne Milled
|
|
Mine
|
167,620
|
26.24
|
Mill
|
100,420
|
15.72
|
G & A
|
22,300
|
3.49
|
Surface Services
|
12,100
|
1.90
|
Tailing Handling
|
Included in sustaining cost
|
|
Total
|
302,440
|
47.35
|
Years 1 to 5
|
Life of Mine
|
|
Total Tonnes to Mill (000s)
|
29,433
|
91,126
|
Annual Tonnes to Mill (000s)
|
5,887
|
6,075
|
Average Grades
|
||
Gold (g/t)
|
2.170
|
2.205
|
Total Production
|
||
Gold (000s oz)
|
1,836
|
5,777
|
Average Annual Production
|
||
Gold (000s oz)
|
367
|
385
|
Unit
|
Base Case
|
Spot Price Case
|
Alternate Case
|
|
Metal Price
|
||||
Gold
|
US$/oz
|
1,384.00
|
1,617.50
|
1,925.00
|
Exchange Rate
|
US:CDN
|
0.9803
|
0.9877
|
0.9877
|
Pre-Tax Economic Results
|
||||
NPV (at 0%)*
|
US$ M
|
1,507
|
2,785
|
4,519
|
NPV (at 5%)
|
US$ M
|
303
|
1,054
|
2,080
|
IRR
|
%
|
7.3
|
12.5
|
18.7
|
Payback
|
Years
|
11.2
|
7.4
|
4.0
|
Cash Cost/oz Au
|
US$/oz
|
780
|
789
|
796
|
Total Cost/oz Au
|
US$/oz
|
1,123
|
1,134
|
1,141
|
* undiscounted cash flow
|
Unit
|
Base Case
|
Spot Price Case
|
Alternate Case
|
|
Metal Price
|
||||
Gold
|
US$/oz
|
1,384.00
|
1,617.50
|
1,925.00
|
Exchange Rate
|
US:Cdn
|
0.9803
|
0.9877
|
0.9877
|
Post-Tax Economic Results
|
||||
NPV (at 0%)*
|
US$ M
|
1,037
|
1,865
|
2,973
|
NPV (at 5%)
|
US$ M
|
92
|
611
|
1,285
|
IRR
|
%
|
5.8
|
10.1
|
15.3
|
Payback
|
Years
|
11.4
|
8.1
|
4.2
|
Name, Municipality of Residence and Position
|
Principal occupation or employment and, if not a previously elected director, occupation during the past five years
|
Previous Service as a Director/Officer
|
Number of Common Shares beneficially owned, or controlled or directed, directly or indirectly(5)
|
A. Frederick Banfield (3), (4)
Tucson, Arizona, USA
Director
|
Chairman, Mintec Inc., a consulting and software company providing services to the mining industry, since 1970.
|
Since October 1999
|
245,000
|
Douglass "Scott" Barr(2), (3), (4)
Centennial, Colorado, USA
Director
|
Executive, Value Assurance, Newmont Mining Corporation since Dec. 2011, Technical Advisor to, and previously Executive VP and COO of, Golden Star Resources Ltd., since 2008. With Newmont Mining Corporation from 1995 to 2008, finishing as VP – Technical Strategy and Development
|
Since June 2011
|
Nil
|
Thomas C. Dawson (1), (3)
Toronto, Ontario, Canada
Director
|
Retired as Senior Audit and Accounting Partner, Deloitte & Touche LLP in 1999.
|
Since January 2006
|
46,800 directly
16,000 indirectly
|
Rudi P. Fronk
Toronto, Ontario, Canada
Chief Executive Officer and Chairman
|
Chief Executive Officer and Chairman, Seabridge Gold Inc.
|
Since October 1999
|
900,000 directly 30,000 indirectly
|
Eliseo Gonzalez-Urien (2), (3), (4)
Ashland, Oregon, USA
Director
|
Senior Technical Advisor, Seabridge Gold Inc. since 2003. Retired as Senior Vice President, Placer Dome Inc. in 2001.
|
Since January 2006
|
69,765
|
Name, Municipality of Residence and Position
|
Principal occupation or employment and, if not a previously elected director, occupation during the past five years
|
Previous Service as a Director/Officer
|
Number of Common Shares beneficially owned, or controlled or directed, directly or indirectly(5)
|
Richard C. Kraus (1), (3)
Greenwood Village, Colorado, USA
Director
|
Executive Chairman of The RMH Group, Inc. since 2001.
|
Since December 2013
|
2,000
|
Jay S. Layman
Breckenridge, Colorado, USA
Director, President and Chief Operating Officer
|
President and Chief Operating Officer, Seabridge Gold since June 2012; Executive Vice President and Chief Operating Officer, March 2011 to June 2012; Independent Consultant (President of Tactical and Strategic Advisory Services LLC), August 2010 to February 2011; and Vice President Solutions and Innovation, Newmont Mining Company from May 2007 to August 2010.
|
Since June 2012
|
2,741
|
John Sabine(1)(3)
Ontario, Canada
Director
|
Counsel, Bennett Jones LLP from February 2013 to present; Counsel, Fraser Milner Casgrain LLP from November, 2001 to February 2013.
|
Since June 2014
|
7,000 directly
13,000 indirectly
|
William E. Threlkeld
Morrison, Colorado, USA
Senior Vice President, Exploration
|
Senior Vice President, Exploration, Seabridge Gold Inc. since 2001.
|
N/A
|
240,000
|
Peter Williams
Aurora, Colorado, USA
Senior Vice President, Technical Services
|
Senior Vice President, Technical Services, Seabridge Gold Inc. since July, 2013 and Group Executive, Mine Engineering, Newmont Mining Corporation from July 2008 to June, 2013
|
N/A
|
25,750
|
Christopher J. Reynolds
Oakville, Ontario, Canada
Vice President, Finance and Chief Financial Officer
|
Vice President, Finance and Chief Financial Officer, Seabridge Gold Inc. since May 2011; Director of Paramount Gold and Silver Corp., since December 2009; and October 2007 – April 2011 Vice President Finance and Chief Financial Officer, Norsemont Mining Inc.
|
N/A
|
12,500
|
R. Brent Murphy
Yellowknife, NWT, Canada
Vice President, Environmental Affairs
|
Vice President, Environmental Affairs, Seabridge Gold Inc. since December 2010 and Manager, Environmental Affairs to Seabridge Gold Inc. from March 2008 to December 2010.
|
N/A
|
15,990 (directly)
2,550 (indirectly)
|
C. Bruce Scott
West Vancouver, BC, Canada
Vice President, Corporate Affairs and Corporate Secretary
|
Vice President, Corporate Affairs and Corporate Secretary, Seabridge Gold Inc. since 2012; President of CBCS Law Corporation, counsel to the Company; and Partner, DuMoulin Black LLP from January 1998 to December 2011
|
N/A
|
7,100 (directly)
14,400 (indirectly)
|
Gloria M. Trujillo
Toronto, Ontario, Canada
Assistant Secretary
|
Assistant Corporate Secretary, Seabridge Gold Inc. since 2003 and Manager of Administration and Webmaster, Seabridge Gold Inc., since 2000.
|
N/A
|
23,700
|
(1)
|
Member of the Audit Committee.
|
(2)
|
Member of the Compensation Committee
|
(3)
|
Member of the Corporate Governance and Nominating Committee
|
(4)
|
Member of the Technical Committee
|
(5)
|
Common Shares beneficially owned, controlled or directed, directly or indirectly, as at July 24, 2014, based upon information furnished to the Company by individual directors and officers. Unless otherwise indicated, such Common Shares are held directly.
|
•
|
The Company has a history of net losses and negative cash flows from operations. It expects the losses and negative cash flows to continue for the foreseeable future.
|
•
|
The Company's ability to continue its exploration activities and any future development activities, and to continue as a going concern, will depend in part on its ability to sell property interests, enter into joint ventures or obtain suitable financing.
|
•
|
The Company has reserves at its KSM Project and its Courageous Lake Project but they may not be brought into production.
|
•
|
The figures for the Company's resources and reserves are estimates based on interpretation and assumptions and the properties may yield less mineral production under actual conditions than is currently estimated.
|
•
|
Actual capital costs, operating costs, production and economic returns may differ significantly from those Seabridge has anticipated. There are no assurances future development activities by Seabridge, if any, will lead to a favourable feasibility study or profitable mining operations.
|
•
|
Seabridge has no history of commercially producing precious metals from its mineral exploration properties and there can be no assurance that it will successfully establish mining operations or profitably produce precious metals.
|
•
|
Changes in the market price of gold, copper and other metals, which in the past have fluctuated widely, affect the potential profitability of the Company's projects.
|
•
|
The Company may be adversely affected by future fluctuations of foreign exchange rates.
|
•
|
The Company's activities and proposed business are inherently dangerous and contain significant uninsured risks that could negatively impact the Company.
|
•
|
The Company is subject to substantial government regulatory requirements, which could cause a restriction or suspension of the Company's operations.
|
•
|
The Company is subject to substantial environmental/regulatory requirements which could cause a restriction or suspension of the Company's operations. These requirements must be met for the Company to receive regulatory approval of its proposed mining operations.
|
•
|
Title to the Company's mineral properties cannot be guaranteed and may be subject to prior unregistered agreements, transfers or claims and other defects.
|
•
|
There is uncertainty related to unsettled First Nations' rights and title and settled Treaty Nation's rights in British Columbia and the Northwest Territories and this may create delays in project approval or interruptions in project progress. These risks may have increased after the Supreme Court of Canada decision of June 26, 2014 in Tsilhqot'in Nation v. British Columbia.
|
•
|
High metal prices in recent years have encouraged increased mining exploration, development and construction activity, which has increased demand for, and cost of, exploration, development and construction services and equipment.
|
•
|
Increased competition could adversely affect the Company's ability to acquire suitable properties for mineral exploration in the future.
|
•
|
The Company has a dependence upon key management employees, the absence of which would have a negative effect on the Company's operations.
|
•
|
Certain of the Company's directors and officers serve in similar positions with other natural resource companies, which put them in conflict of interest positions from time to time.
|
•
|
The market for the Common Shares has been subject to volume and price volatility which could negatively affect a shareholder's ability to buy or sell the Common Shares.
|
•
|
The Common Shares are publicly traded and are subject to various factors that have historically made the Common Share price volatile.
|
•
|
The Company has never declared or paid any dividends on the Common Shares.
|
•
|
Shareholders' interests may be diluted in the future.
|
•
|
The Company could be deemed a passive foreign investment company which could have negative consequences for U.S. investors.
|
Name of Shareholder
|
Type of Ownership
|
Number of Common Shares
|
Percentage of Common Shares
|
FCMI Financial Corporation(1)
|
Direct and Indirect
|
6,306,957(1)
|
13.0%
|
Van Eck Associates Corporation
|
Direct (but not beneficial)
|
5,313,338(2)
|
11.0%
|
(1)
|
At November 11, 2014, based on an Early Warning Report filed by Pan Atlantic Bank and Trust Limited on SEDAR (www.sedar.com). This figure includes FCMI Financial Corporation and persons acting jointly or in concert with it, including Albert D. Friedberg and members of his immediate family, Pan Atlantic Bank and Trust Limited, and The Buckingham Charitable Foundation. FCMI Financial Corporation, a company controlled by Albert D. Friedberg and members of his immediate family, owns 555,000 Common Shares. Its affiliate, Pan Atlantic Bank and Trust Limited, owns 5,429,432 Common Shares. Albert D. Friedberg, his spouse and their foundations own 322,525 Common Shares.
|
(3)
|
At September 30, 2014, based on an Alternative Monthly Report filed by Van Eck Associates Corporation on SEDAR (www.sedar.com).
|
Toronto Stock Exchange
|
NYSE
|
|||||
Period
|
Volume
|
High (CDN$)
|
Low (CDN$)
|
Volume
|
High (US$)
|
Low (US$)
|
2013
|
||||||
November
|
739,338
|
9.80
|
7.09
|
10,492,194
|
9.43
|
6.69
|
December
|
633,479
|
8.24
|
7.09
|
10,069,830
|
7.75
|
6.65
|
2014
|
||||||
January
|
935,847
|
9.89
|
7.97
|
11,125,400
|
8.93
|
7.42
|
February
|
638,895
|
10.62
|
8.70
|
10,307,430
|
9.60
|
7.83
|
March
|
639,657
|
11.16
|
7.78
|
14,877,189
|
10.13
|
7.02
|
April
|
525,125
|
9.45
|
7.74
|
8,639,164
|
8.59
|
7.04
|
May
|
210,474
|
9.39
|
7.38
|
5,759,556
|
8.49
|
6.79
|
June
|
614,381
|
10.55
|
7.38
|
10,299,862
|
9.83
|
6.76
|
July
|
1,159,323
|
10.23
|
8.57
|
10,493,320
|
9.56
|
7.98
|
August
|
921,951
|
12.74
|
9.99
|
15,017,345
|
11.64
|
9.10
|
September
|
834,250
|
12.38
|
8.62
|
14,980,041
|
11.34
|
7.82
|
October
|
919,591
|
10.80
|
7.02
|
15,112,116
|
9.61
|
6.21
|
November 1 – 25
|
834,255
|
9.47
|
6.74
|
10,863,169
|
8.40
|
5.92
|
Date of Issue
|
Type of Security
|
Number of Securities
|
Issue or Exercise Price per Security
|
Nature of Issue
|
July 30, 2014
|
Common Shares
|
55,000
|
CDN$9.13
(Deemed Issue Price)
|
Vesting and Conversion of Restricted Share Units
|
July 28, 2014
|
Common Shares
|
45,000
|
CDN$9.22
(Deemed Issue Price)
|
Vesting and Conversion of Restricted Share Units
|
July 22, 2014
|
Flow-Through Common Shares
|
1,150,000
|
CDN$12.00
(Issue Price)
|
Private Placement
|
July 18, 2014
|
Common Shares
|
55,000
|
$7.78
(Deemed Issue Price)
|
Property Related Agreement
|
June 24, 2014
|
Options
|
50,000
|
CDN$9.72
(Exercise Price)
|
Granted By Board
|
March 24, 2014
|
Options
|
700,000
|
CDN$10.36
(Exercise Price)
|
Granted By Board
|
December 19, 2013
|
Restricted Share Units
|
235,000
|
Deemed Issue Price determined as of the date of vesting
|
Granted By Board
|
December 19, 2013
|
Options
|
50,000
|
CDN$8.00
(Issue Price)
|
Granted By Board
|
December 10, 2013
|
Common Shares
|
1,500,000
|
CDN$11.17
(Issue Price)
|
Private Placement
|
·
|
Tetra Tech, under the direction of John Huang (metallurgical testing review, mineral processing and process operating cost and overall report preparation), Sabry Abdel Hafez (financial analysis) and Hassan Ghaffari (site infrastructure layouts, tunnel conveyor, rope conveyor, tailing delivery, reclaim pumping and piping systems, and associated capital costs)
|
·
|
Moose Mountain Technical Services under the direction of Jim Gray (open pit mining operations, mine capital and mine operating costs)
|
·
|
W.N. Brazier Associates Inc. under the direction of W.N. Brazier (power supply, energy recovery plants and associated costs)
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·
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ERM Consultants Canada Ltd. under the direction of Pierre Pelletier (environment and permitting)
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·
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Klohn Crippen Berger Ltd. under the direction of Graham Parkinson (water diversion and seepage collection ponds, tailings dam, water treatment dam and related capital, operating and closure costs)
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·
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Allnorth Consultants Ltd. under the direction of Mr. Darby Kreitz (storage dam and tailings starter dam construction cost estimates)
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·
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Resource Modeling Inc. under the direction of Michael Lechner (mineral resources)
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·
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McElhanney Consulting Services Ltd. under the direction of Robert Parolin (main and temporary access roads and associated costs)
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·
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BGC Engineering Inc. under the direction of Warren Newcomen (rock mechanics and mining pit slopes)
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·
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Tetra Tech EBA Inc. under the direction of Kevin Jones (winter access roads and associated costs)
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·
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Golder Associates Ltd. under the direction of Ross Hammett (block caving assessments and associated costs)
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·
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Stantec Consulting Ltd. under the direction of Tony Wachmann (tunnel design, construction procedures and costs)
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·
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Tetra Tech, under the direction of Dr. John Huang (overall report preparation, metallurgical testing review, mineral processing, infrastructures (excluding power supply and airstrip), operating costs (excluding mining operating costs), capital cost estimate and project development plan) and Dr. Sabry Abdel Hafez (financial evaluation)
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·
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Moose Mountain Technical Services under the direction of Jim Gray (mining, mine capital and mine operating costs)
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·
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W.N. Brazier Associates Inc. under the direction of W.N. Brazier (power generation)
|
·
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ERM Consultants Canada Ltd. under the direction of Pierre Pelletier (environmental matters)
|
·
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Golder Associates Ltd. under the direction of Albert Victor Chance (open pit slope stability)
|
·
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Tetra Tech EBA Inc. under the direction of Nigel Goldup (tailings, surface water management and waste rock storage facilities, and surficial geology) and Kevin Jones (airstrip upgrade)
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·
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SRK Consulting (Canada) Inc., under the direction of Stephen Day (metal leaching and acid rock drainage)
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·
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Resource Modeling Inc. under the direction of Michael Lechner (mineral resources)
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a.
|
management proxy circular dated May 1, 2014 prepared in connection with Seabridge's annual meeting of shareholders held on June 24, 2014;
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b.
|
material change report dated September 29, 2014 and filed on SEDAR on September 29, 2014 announcing receipt of early stage construction permits for the KSM Project;
|
c.
|
material change report dated September 16, 2014 and filed on SEDAR on September 15, 2014 announcing the results of the first three holes drilled at the Deep Kerr Zone in the Company's 2014 exploration program;
|
d.
|
material change report dated September 3, 2014 and filed on SEDAR on September 3, 2014 announcing a major new gold/copper discovery below the Iron Cap deposit;
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e.
|
material change report dated August 1, 2014 and filed on SEDAR on August 1, 2014 announcing the Company's application for a British Columbia Environmental Assessment Certificate had received final approval;
|
f.
|
material change report dated June 25, 2014 and filed on SEDAR on June 25, 2014 announcing the election of John W. Sabine as an independent director;
|
g.
|
material change report dated June 25, 2014 and filed on SEDAR on June 25, 2014 announcing a bought deal private placement of up to 1,150,000 flow-through common shares of the Company at a price of $12.00 per share for gross proceeds of up to $13.8 million;
|
h.
|
material change report dated June 23, 2014 and filed on SEDAR on June 23, 2014 announcing that the Company had entered into an agreement with the Gitanyow Wilps represented by the Gitanyow Hereditary Chiefs Office in respect of the KSM Project;
|
i.
|
material change report dated June 17, 2014 and filed on SEDAR on June 17, 2014 announcing that the Company had entered into a comprehensive benefits agreement with the Nisga'a Nation in respect of the KSM Project;
|
j.
|
material change report dated February 18, 2014 and filed on SEDAR on February 20, 2014 announcing a resource estimate in respect of the Deep Kerr zone;
|
k.
|
annual audited consolidated financial statements of Seabridge as at December 31, 2013 and 2012 and for each of the years in the two-year period ended December 31, 2013, together with the notes thereto and the auditors' report thereon and the Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting dated March 24, 2014 on the effectiveness of the Company's internal control over financial reporting as of December 31, 2013;
|
l.
|
management's discussion and analysis of financial condition and results of operation of Seabridge for the year ended December 31, 2013;
|
m.
|
revised annual information form of Seabridge, dated November 26, 2014, for the year ended December 31, 2013; and
|
n.
|
unaudited interim condensed consolidated financial statements of Seabridge as at September 30, 2014 and for the nine months ended September 30, 2014, together with the notes thereto and related management's discussion and analysis.
|
Name of Person or Company
|
Name and Address of Agent
|
|
A. Frederick Banfield, a director of the Company
|
Seabridge Gold Inc., 106 Front Street East, Suite 400, Toronto, Ontario, M5A 1E1
|
|
Douglass "Scott" Barr, a director of the Company
|
Seabridge Gold Inc., 106 Front Street East, Suite 400, Toronto, Ontario, M5A 1E1
|
|
Eliseo Gonzalez-Urien, a director of the Company
|
Seabridge Gold Inc., 106 Front Street East, Suite 400, Toronto, Ontario, M5A 1E1
|
|
Richard Kraus, a director of the Company
|
Seabridge Gold Inc., 106 Front Street East, Suite 400, Toronto, Ontario, M5A 1E1
|
|
Jay S. Layman, President, Chief Operating Officer and a director of the Company
|
Seabridge Gold Inc., 106 Front Street East, Suite 400, Toronto, Ontario, M5A 1E1
|
|
William E. Threlkeld, Senior Vice President, Exploration of the Company
|
Seabridge Gold Inc., 106 Front Street East, Suite 400, Toronto, Ontario, M5A 1E1
|
|
Michael J. Lechner, an author of the 2012 CL PFS Report and 2012 KSM PFS Report
|
Seabridge Gold Inc., 106 Front Street East, Suite 400, Toronto, Ontario, M5A 1E1
|
|
Resource Modeling Inc., an author of the 2012 CL PFS Report and 2012 KSM PFS Report under the direction of Michael J. Lechner
|
Seabridge Gold Inc., 106 Front Street East, Suite 400, Toronto, Ontario, M5A 1E1
|
(Signed) Rudi P. Fronk
Chief Executive Officer
|
(Signed) Christopher J. Reynolds
Chief Financial Officer
|
(Signed) Thomas C. Dawson
Director
|
(Signed) John W. Sabine
Director
|
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