It is proposed that this filing shall become effective (check
appropriate box below):
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Prospectus and any Prospectus Supplement, and the documents incorporated by reference into this Prospectus and any Prospectus
Supplement, contain forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act
of 1995 and forward-looking information within the meaning of Canadian securities laws concerning future events or future performance
with respect to the Company’s projects, business approach and plans, including production, capital, operating and cash flow
estimates, business transactions such as the potential sale or joint venture of the Company’s KSM Project, Iskut Project
and Courageous Lake Project (each as defined herein) and the acquisition of interests in mineral properties; requirements for
additional capital; the estimation of mineral resources and reserves; and the timing of completion and success of exploration
and development activities, community relations, required regulatory and third party consents, permitting and related programs
in relation to the KSM Project, Iskut Project and Courageous Lake Project. Any statements that express or involve discussions
with respect to predictions, expectations, beliefs, plans, projections, objectives or future events or performance (often, but
not always, using words or phrases such as “expects”, “anticipates”, “believes”, “plans”,
“projects”, “estimates”, “intends”, “strategy”, “goals”, “objectives”
or variations thereof or stating that certain actions, events or results “may”, “could”, “would”,
“might” or “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 and forward-looking information (collectively referred
to in the following information simply as “
forward-looking statements
”). In addition, statements concerning
mineral resource and reserve estimates constitute forward-looking statements to the extent that they involve estimates of the
mineralization expected to be encountered if a mineral property is developed and, in the case of reserves, the economics of a
proposed mining operation.
Forward-looking
statements are necessarily based on estimates and assumptions made by the Company in light of its experience and perception of
historical trends, current conditions and expected future developments. In making the forward-looking statements in this Prospectus
and any Prospectus Supplement the Company has applied several material assumptions including, but not limited to, the assumption
that: (1) market fundamentals will result in sustained demand and prices for gold and copper, and to a much lesser degree, silver
and molybdenum; (2) the potential for production at its mineral projects will continue operationally, legally and economically;
(3) any additional financing needed will be available on reasonable terms; (4) estimated mineral resources and reserves at the
Company’s projects have merit and there is continuity of mineralization as reflected in such estimates; and (5) the Company
will receive all required regulatory approvals required in respect of this Prospectus.
Forward-looking
statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events
or results to differ from those expressed or implied by the forward-looking statements, including, without limitation:
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the
Company’s history of net losses and negative cash flows from operations and expectation
of future losses and negative cash flows from operations;
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risks
related to the Company’s ability to continue its exploration activities and future
development activities, and to continue to maintain corporate office support of these
activities, which are dependent on the Company’s ability to enter into joint ventures,
to sell property interests or to obtain suitable financing;
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uncertainty
of whether the reserves estimated on the Company’s mineral properties will be brought
into production;
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uncertainties
relating to the assumptions underlying the Company’s reserve and resource estimates;
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uncertainty
of estimates of capital costs, operating costs, production and economic returns;
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risks
related to commercially producing precious metals from the Company’s mineral properties;
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risks
related to fluctuations in the market price of gold, copper and other metals;
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risks
related to fluctuations in foreign exchange rates;
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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 or not insurable in adequate amounts;
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risks
related to obtaining all necessary permits and governmental approvals for exploration
and development activities, including in respect of environmental regulation;
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uncertainty
related to title to the Company’s mineral properties and rights of access over
or through lands subject to third party rights, interests and mineral tenures;
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risks
related to unsettled First Nations rights and title and settled Treaty Nations’
rights and uncertainties relating to the implementation of the concepts in the
United
Nations Declaration on the Rights of Indigenous Peoples
in Canadian jurisdictions;
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risks
related to increases in demand for exploration, development and construction services
equipment, and related cost increases;
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increased
competition in the mining industry;
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the
Company’s need to attract and retain qualified management and personnel;
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risks
related to some of the Company’s directors’ and officers’ involvement
with other natural resource companies;
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the
Company’s classification as a “passive foreign investment company”
under the United States tax code;
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risks
associated with the use of information technology systems and cybersecurity; and
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uncertainty
surrounding an audit by the Canada Revenue Agency (“CRA”) of Canadian exploration
expenses incurred by the Company during the 2014, 2015 and 2016 financial years which
the Issuer has renounced to subscribers of flow-through share offerings and the CRA’s
proposal to reduce such renunciations to such subscribers; and
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the
reassessment by the CRA of the Company’s refund claim for the 2010 and 2011 financial
years in respect of the British Columbia Mining Exploration Tax Credit.
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This
list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. Forward-looking statements
are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or
conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties
and other factors, including, without limitation, those referred to in this Prospectus under the heading “Risk Factors”,
elsewhere in this Prospectus and in documents incorporated by reference herein. In addition, although the Company has attempted
to identify important factors that could cause actual achievements, events or conditions to differ materially from those identified
in the forward-looking statements, there may be other factors that cause achievements, events or conditions not to be as anticipated,
estimated or intended. Many of the foregoing factors are beyond the Company’s ability to control or predict. It is also
noted that while the Company engages in exploration and development of its properties, it will not undertake production activities
by itself.
These
forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made
and the Company does not assume any obligation to update forward-looking statements, except as required by applicable securities
laws, if circumstances or management’s beliefs, expectations or opinions should change. For the reasons set forth above,
investors should not place undue reliance on forward-looking statements.
The
forward looking statements contained in this Prospectus and the documents incorporated by reference herein and therein are qualified
by the foregoing cautionary statements.
CURRENCY
PRESENTATION AND EXCHANGE RATE INFORMATION
The
financial statements incorporated by reference in this Prospectus, and the selected consolidated financial data derived therefrom
included in this Prospectus, are presented in Canadian dollars. In this Prospectus, references to “CDN$” or “$”
are to Canadian dollars and references to “US$” are to United States dollars. On April 26, 2019, the daily average
rate as reported by the Bank of Canada for the conversion of one Canadian dollar into United States dollars was CDN$1.00 equals
US$0.743. The Canadian dollar/U.S. dollar exchange rate has varied significantly over the last several years.
DOCUMENTS
INCORPORATED BY REFERENCE
Under
the multi-jurisdictional disclosure system adopted by Canada and the United States, information has been incorporated by reference
in this Prospectus from documents filed by the Company with securities commissions or similar authorities in Ontario, British
Columbia, Alberta, Manitoba Saskatchewan, Nova Scotia and the Yukon (the “
Commissions
”) and filed with the
SEC. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Vice President,
Finance and Chief Financial Officer of Seabridge at 106 Front Street East, Suite 400, Toronto, Ontario, Canada M5A 1E1, Telephone
(416) 367-9292 and are also available electronically on SEDAR, which can be accessed electronically at www.sedar.com, and on EDGAR,
which can be accessed electronically at www.sec.gov.
The
following documents of the Company, which have been filed with the Commissions, and filed with the SEC, are specifically incorporated
by reference into, and form an integral part of, this Prospectus:
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a.
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the
management information circular of the Company dated May 8, 2018 prepared in connection
with the Company’s annual meeting of shareholders held on June 27, 2018, filed
on SEDAR on May 22, 2018;
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b.
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the
annual information form of the Company dated March 26, 2019 for the year ended December
31, 2018 and filed on SEDAR on March 27, 2019 under National Instrument 51-102; and
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c.
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the
audited consolidated financial statements of the Company as at and for the years ended
December 31, 2018 and 2017, together with the notes thereto and the auditors’
report thereon and related management’s discussion and analysis, filed on SEDAR
on March 27, 2019.
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However,
these documents are not incorporated by reference to the extent their contents are modified or superseded by a statement contained
in this Prospectus or in any other subsequently filed document that is also incorporated by reference in this Prospectus. To the
extent that any document or information incorporated by reference into this Prospectus is included in a report that is filed with
the SEC pursuant to the U.S. Exchange Act, such document or information shall also be deemed to be incorporated by reference as
an exhibit to the registration statement (in the case of a report on Form-6K, if and to the extent expressly provided in such
report).
Any
material change reports (excluding confidential material change reports), any interim and annual consolidated financial statements
and related management’s discussion and analysis, proxy circulars (excluding those portions that, pursuant to NI 44-101,
are not required to be incorporated by reference herein), any business acquisition reports, and any other disclosure documents
required to be filed pursuant to an undertaking to a provincial or territorial securities regulatory authority that are filed
by the Company with various securities commissions or similar authorities in Canada after the date of this Prospectus and prior
to the termination of this offering, shall be deemed to be incorporated by reference in this Prospectus.
Any
statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any
other subsequently filed document which also is, or is deemed to be, incorporated by reference herein, modifies or supersedes
such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or
include any other information set forth in the document it modifies or supersedes. The making of a modifying or superseding statement
shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation,
an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary
to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded
shall not constitute a part of this Prospectus, except as so modified or superseded.
References
to the Company’s website in any documents that are incorporated by reference into this Prospectus do not incorporate by
reference the information on such website into this Prospectus, and the Company disclaims any such incorporation by reference.
A
Prospectus Supplement containing the specific terms of an offering of securities, disclosure of earnings coverage ratios, if applicable,
and other information relating to the securities, will be delivered to prospective purchasers of such securities together with
this Prospectus (except in cases where an exemption from such delivery requirement has been obtained), and the applicable Prospectus
Supplement and will be deemed to be incorporated into this Prospectus as of the date of such Prospectus Supplement only for the
purpose of the offering of the securities covered by that Prospectus Supplement.
Any
“template version” of any “marketing materials” (as such terms are defined in National Instrument 41-101
–
General Prospectus Requirements
(“
NI 41-101
”)) pertaining to a distribution of securities will
be filed under the Company’s corporate profile on SEDAR at www.sedar.com. In the event that such marketing materials are
filed subsequent to the date of filing of the applicable Prospectus Supplement pertaining to the distribution of the securities
to which such marketing materials relates and prior to the termination of such distribution, such filed versions of the marketing
materials will be deemed to be incorporated by reference into the Prospectus for purposes of future offers and sales of securities
hereunder.
Upon
a new annual information form and the related audited annual financial statements and management’s discussion and analysis
being filed by the Company with, and, where required, accepted by, the applicable securities commissions or similar regulatory
authorities during the currency of this Prospectus, the previous annual information form, the previous audited annual financial
statements and related management’s discussion and analysis, and all interim financial statements and related management’s
discussion and analysis, material change reports and business acquisition reports filed prior to the commencement of the Company’s
financial year in which the new annual information form and the related annual financial statements and management’s discussion
and analysis are filed shall be deemed no longer to be incorporated into this Prospectus for purposes of further offers and sales
of securities hereunder. Upon new interim financial statements and related management’s discussion and analysis being filed
by us with the applicable securities commissions or similar regulatory authorities during the currency of this Prospectus, all
interim financial statements and related management’s discussion and analysis filed prior to the new interim consolidated
financial statements and related management’s discussion and analysis shall be deemed no longer to be incorporated into
this Prospectus for purposes of future offers and sales of securities hereunder. Upon a new information circular relating to an
annual general meeting of holders of common shares of the Company being filed by us with the applicable securities commissions
or similar regulatory authorities during the currency of this Prospectus, the information circular for the preceding annual general
meeting of holders of common shares shall be deemed no longer to be incorporated into this Prospectus for purposes of future offers
and sales of securities hereunder.
THE
COMPANY
The
following description of the Company and its business is derived from selected information about the Company contained in the
documents incorporated by reference into this Prospectus. This description does not contain all of the information about the Company
and its properties and business that you should consider before investing in the Common Shares. You should carefully read the
entire Prospectus and any applicable Prospectus Supplement, including the section entitled “Risk Factors”, as well
as the documents incorporated by reference into this Prospectus and the applicable Prospectus Supplement, before making an investment
decision.
Corporate
Information
Seabridge
is a gold resource company whose principal properties are the KSM project (for Kerr-Sulphurets-Mitchell) located in Northern British
Columbia, Canada (the “
KSM Project
”), the Iskut project located near Stewart, British Columbia, Canada (the
“
Iskut Project
”) and the Courageous Lake project located in the Northwest Territories, Canada (the “
Courageous
Lake Project
”). The Company exists under the
Canada Business Corporations Act
.
The
Company presently has eleven wholly-owned subsidiaries: Seabridge Gold (NWT) Inc., a company incorporated under the laws of the
Northwest Territories of Canada; Seabridge Gold (KSM) Inc., KSM Mining U.L.C., SnipGold Corp. (“
SnipGold
”),
Hattrick Resources Corp. (“
Hattrick
”) and Tuksi Mining & Development Company Ltd. (“
Tuksi
”),
companies incorporated under the laws of British Columbia, Canada; and Seabridge Gold Corporation, Snowstorm Exploration LLC,
Pacific Intermountain Gold, Corporation, 5555 Gold Inc. and 555 Silver Inc., each Nevada Corporations. The following diagram illustrates
the inter-corporate relationship between the Company, its active subsidiaries and its projects as of December 31, 2018.
Notes:
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1.
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Certain
of the Company’s subsidiaries have been omitted from the chart as they own no property.
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2.
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Snipgold,
through one of its subsidiaries, owns 95% of certain of the claims.
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3.
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The
Company has entered into option agreements under which a 100% interest in the Quartz
Mountain Project may be acquired by a third party.
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Summary
Description of Business
The
Company owns five properties with gold resources and its material properties are its KSM Project and its Courageous Lake Project.
The Company holds a 100% interest in each of its properties other than a small portion of the Iskut Project, in which it owns
a 95% interest. The Quartz Mountain Project is subject to an option agreement under which the optionee may acquire a 100% interest
in such project. At the date of this Prospectus, over 80% of the mineral resources at all of the Company’s projects combined
are at the KSM Project and accordingly the majority of the Company’s focus will be on the KSM Project in 2019. The Company
is not currently planning to carry out significant work at its Courageous Lake Project in 2019, while it focuses on the KSM Project,
Iskut Project and Snowstorm Project. The Company considers that each of the Iskut Project and the Snowstorm Project have good
potential for a sizeable discovery and has plans to complete geophysical surveys and identify priority drill targets at the Iskut
Project and conduct a drill program at the Snowstorm Project in 2019.
KSM
Project
The
KSM Project is located within the Iskut-Stikine region of British Columbia, approximately 21 kilometers south-southeast of the
former Eskay Creek Mine and approximately 65 kilometers north-northwest of Stewart, British Columbia.
Tetra
Tech Canada Inc. (formerly Tetra Tech, Inc.) (“
Tetra Tech
”) and Wood Canada Limited (formerly Amec Foster Wheeler
Americas Limited) coordinated the preparation of the technical report entitled “2016 KSM (Kerr-Sulphurets-Mitchell) Prefeasibility
Study Update and Preliminary Economic Assessment” with an effective date of October 6, 2016 (the “
KSM Report
”)
in respect of the KSM Project. The KSM Report is available under the Company’s profile at www.sedar.com.
Courageous
Lake Project
The
Courageous Lake Project is a gold project located approximately 240 kilometers northeast of Yellowknife in the Northwest Territories,
Canada. The property is comprised of 61 federal mining leases, 26 federal mining claims and one optioned federal mining lease
(Red 25, defined below) having a combined area of 124,189.9 acres. Seabridge has a 100% interest in the project, subject to a
2% NSR on certain portions of the property.
Tetra
Tech coordinated the preparation of the technical report entitled “Seabridge Gold Inc. – Courageous Lake Prefeasibility
Study” with an effective date of September 5, 2012, as revised and reissued on November 11, 2014 (the “
Courageous
Lake Report
”) in respect of the Courageous Lake Project. The Courageous Lake Report is available under the Company’s
profile at www.sedar.com.
Iskut
Project
The
Iskut Project is located about 20 kilometers from the KSM Project. The land package has undergone intermittent exploration with
the majority of the work carried out in the late 1980s and early 1990s. This early work was undertaken by over 30 independent
operators and their efforts have highlighted numerous targets which have seen little to no follow up work in the past 20 years.
SnipGold completed a resource estimate for the Bronson Slope Porphyry Deposit on the Iskut property in 2010. The Iskut Project
includes the Johnny Mountain Mine site, which is now closed, and is adjacent to the Snip Mine.
Exploration
activities by Seabridge at the Iskut Project are being conducted under the supervision of William E. Threlkeld, Registered Professional
Geologist, Senior Vice President of the Company.
Snowstorm
Project
The
Snowstorm Project is located in Humboldt County, Nevada and is comprised of 977 mining claims and 11,340 acres of land holdings
strategically located at the projected intersection of three of the most important gold trends in Northern Nevada: the Carlin
Trend, the Getchell Trend and the Northern Nevada Rift Zone. Snowstorm is contiguous and on strike with several large, successful
gold producers including the Getchell/Turquoise Ridge Joint Venture operated by Barrick Gold, Newmont Mining’s Twin Creeks
and Klondex Mines’ Midas operations. The project was purchased in early 2017 with an extensive package of data generated
by previous operators over ten years. Work by the Company to date has included data compilation, sampling and geophysical surveys
to generate priority drill targets and a drill program is planned at the Project later in 2019.
RISK
FACTORS
Investing
in the Common Shares is speculative and involves a high degree of risk due to the nature of the Company’s business and the
present stage of exploration and development of its mineral properties. The following list of risk factors, as well as risks currently
unknown to the Company, could materially adversely affect the Company’s future business, operations and financial condition
and could cause them to differ materially from the estimates described in forward-looking statements relating to the Company,
or its business, property or financial results, each of which could cause investors to lose part or all of their investment. The
risk factors summarized below are presented in greater detail in the Company’s annual information form dated March 26, 2019
for the year ended December 31, 2018. Before deciding to invest in any Common Shares, investors should carefully consider the
risks included herein and incorporated by reference in this Prospectus and those described in any Prospectus Supplement.
Risks
Relating to the Common Shares and the Offering
The
trading price for the Company’s securities is volatile.
The
market prices for the securities of mining companies, including the Company, have historically been highly volatile. The market
has from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of
any particular company. In addition, because of the nature of Seabridge’s business, certain factors such as the Company’s
announcements and the public’s reaction, operating performance and the performance of competitors and other similar companies,
fluctuations in the market prices of the Company’s resources, government regulations, changes in earnings estimates or recommendations
by research analysts who track Seabridge’s securities or securities of other companies in the resource sector, general market
conditions, announcements relating to litigation, the arrival or departure of key personnel and the factors listed under the heading
“Cautionary Note Regarding Forward-Looking Statements” can have an adverse impact on the market price of the Common
Shares. For example, since January 1, 2019 the closing price of the Common Shares on the TSX has ranged from a low of $14.87 to
a high of $19.79 and on the NYSE has ranged from a low of US$11.11 to a high of US$14.97.
Any
negative change in the public’s perception of the Company’s prospects could cause the price of the Company’s
securities, including the price of the Common Shares, to decrease dramatically. Furthermore, any negative change in the public’s
perception of the prospects of mining companies in general could depress the price of Seabridge’s securities, including
the price of the Common Shares, regardless of the Company’s results. Following declines in the market price of a company’s
securities, securities class-action litigation is often instituted. Litigation of this type, if instituted, could result in substantial
costs and a diversion of Seabridge’s management’s attention and resources.
Sales
of a significant number of Common Shares in the public markets, or the perception of such sales, could depress the market price
of the Common Shares.
Sales
of a substantial number of Common Shares or other equity-related securities in the public markets by the Company or its significant
shareholders could depress the market price of the Common Shares and impair Seabridge’s ability to raise capital through
the sale of additional equity securities. Seabridge cannot predict the effect that future sales of the Common Shares or other
equity-related securities would have on the market price of the Common Shares. The price of the Common Shares could be affected
by possible sales of the Common Shares by hedging or arbitrage trading activity which the Company expects to occur involving the
Common Shares.
The
Company has a history of net losses and negative cash flows from operations and expects losses and negative cash flows from operations
to continue for the foreseeable future.
The
Company has a history of net losses and negative cash flows from operations and the Company expects to incur net losses and negative
cash flows from operations for the foreseeable future. As of December 31, 2018, the Company’s deficit totaled approximately
$124 million. None of the Company’s properties has advanced to the commercial production stage and the Company has no history
of earnings or positive cash flow from operations.
The
Company expects to continue to incur net losses unless and until such time as one or more of its projects enters into commercial
production and generates sufficient revenues to fund continuing operations or until such time as the Company is able to offset
its expenses against the sale of one or more of its projects, if applicable. The development of the Company’s projects to
achieve production will require the commitment of substantial financial resources. The amount and timing of expenditures will
depend on a number of factors, including the progress of ongoing exploration and development, the results of consultant analysis
and recommendations, the rate at which operating losses are incurred and the execution of any sale or joint venture agreements
with strategic partners, some of which are beyond the Company’s control. There is no assurance that the Company will be
profitable in the future.
The
Company has discretion concerning the use of cash resources, including the net proceeds of the Offering, as well as the timing
of expenditures.
The
Company has discretion concerning the application of cash resources and the timing of expenditures and shareholders may not agree
with the manner in which the Company elects to allocate and spend cash resources. The results and the effectiveness of the application
of cash resources are uncertain. The failure by the Company to apply cash resources effectively could have a material adverse
effect on the business of the Company. Management of the Company will have discretion with respect to the use of the net proceeds
from the Offering and investors will be relying on the judgment of management regarding the application of these proceeds. Management
of the Company could spend most of the net proceeds from the Offering in ways that the Company’s security holders may not
desire or that do not yield a favourable return. Prospective investors will not have the opportunity, as part of their investment
in the Common Shares, to influence the manner in which the net proceeds of the Offering are used. At the date of this Prospectus,
the Company intends to use the net proceeds from the Offering as indicated in the discussion under “Use of Proceeds”.
However, the Company’s needs may change as the business of the Company evolves and the Company may have to allocate the
net proceeds differently than as indicated in the discussion under “Use of Proceeds”. As a result, the proceeds that
the Company receives in the Offering may be used in a manner significantly different from the Company’s current expectations.
The
Company believes that it may be classified as a “passive foreign investment company” for the current taxable year,
which would likely result in materially adverse U.S. federal income tax consequences for U.S. investors.
The
Company believes that it was classified as a passive foreign investment company (“PFIC”) for the taxable year ending
December 31, 2018 and expects that it may be classified as a PFIC for the current taxable year and in future taxable years. If
the Company is classified as a PFIC for any taxable year during which a U.S. Holder (as defined under “Certain Income Tax
Considerations for U.S. Holders—Material United States Federal Income Tax Considerations”) holds the Common Shares,
it would likely result in adverse U.S. federal income tax consequences for such U.S. Holder. The adverse consequences of the PFIC
regime may be mitigated if a U.S. Holder is able to make a “qualified electing fund” election or a “mark-to-market”
election. The Company has made available and expects to continue to make available the information necessary for a U.S. Holder
to make and maintain a QEF election. U.S. Holders should carefully read “Certain Income Tax Considerations for U.S. Holders
– Material United States Federal Income Tax Considerations – Passive Foreign Investment Company Considerations”
for more information and consult their own tax advisors regarding the likelihood and consequences of the Company being classified
as a PFIC for U.S. federal income tax purposes.
The
Company has spent the proceeds of the issuance of flow-through shares on expenditures it believes to be Canadian exploration expenses
(“CEE”) and renounced such expenditures to investors in flow-through shares, but the CRA has advised it proposes to
reduce the amounts of CEE renounced. The Company intends to challenge the CRA’s conclusions but there is a risk the Company
could be subject to additional tax and liable to indemnify the investors.
The
Company has funded certain of its exploration activities, from time-to-time, with the proceeds of issuance of flow-through shares.
The Company records and reports as CEE those expenditures which are required to determine “the existence, location, extent,
or quality of a mineral resource” (applicable wording of the definition of CEE in the
Income Tax Act
), and renounces
those amounts to investors to fulfill the Company’s commitments made at the time of the issuance of the flow-through shares.
Whether certain expenditures qualify as CEE and are therefore eligible for renunciation by the Company has been audited by the
CRA for the three years ended December 31, 2016. The Company has received a letter from the CRA advising that it proposes to reduce
the amount of expenditures incurred in those years and renounced as CEE by the Company by approximately $19.5 million. This was
not a Notice of Reassessment. Before proceeding to reassess the Company or the flow-through share investors, the CRA has invited
the Company to submit additional information for the CRA to consider. The Company believes the CRA: (i) has misapplied its own
interpretation of the legislation to certain of the Company’s expenditures, and (ii) has misinterpreted the applicable legislation
in a manner that is inconsistent with previous audits conducted on the Company’s CEE and overly-narrows the scope of eligible
CEE as defined in the applicable legislation.
The
next stage of the process involves the Company submitting additional information to support its position in respect of the CRA’s
proposed adjustments. After the CRA has considered the Company’s submission, the CRA will advise the Company of its final
decision on the CEE amounts at issue and, if it does not agree that all such expenditures qualify as CEE, it will issue Notices
of Reassessment, the timing of which is uncertain. Unless the Company is successful at avoiding the reassessment of the vast majority
of such expenditures as CEE, the Company intends to challenge the CRA’s interpretation vigorously, and, if necessary, proceed
to litigation on the issue. Although the Company believes it will ultimately prevail on the merits, if the Company is not successful
in its challenge, there is a risk the Company could be subject to additional tax and be liable to indemnify investors whose tax
liabilities increase under reassessments of amounts renounced as ineligible. The amount of such potential liability has been estimated
by the Company’s advisors to be approximately $2.2 million of additional tax for the Company and $11.8 million to indemnify
investors.
The
Company understands that: (i) if it decides to appeal a reassessment by the CRA, it will have to deposit 50% of the additional
tax for which it could be liable with the CRA, and (ii) if investors decide to appeal a reassessment of their taxes by the CRA,
investors that are individuals will not have to deposit the additional tax for which they could be liable but the other investors
who are large corporations (generally corporations with debt and share capital in excess of $10 million) would have to deposit
50% of the amount of tax payable under their reassessment. If an investor does not appeal a reassessment, the investor will be
required to pay the tax owing under the reassessment after the expiry of the investor’s right to appeal and the Company’s
obligation to indemnify the investor will arise at such time.
The
Company intends to approach the investors to seek their co-operation with appealing any reassessment of their taxes payable pending
a conclusion of this matter between the Company and the CRA. It is uncertain how each of the investors will react and difficult
to predict when any indemnification of investors for a reassessment might become payable. If CRA’s position substantially
prevails, it would have an adverse impact on future earnings and financial resources of the Company. However, the Company considers
it more likely than not that no amounts will be payable to the CRA or the investors before the Company’s financial year
end, and that, should an appeal be filed by the Company, the Company may only be required to deposit, before June 30, 2020, 50%
of the additional tax payable by the Company under a reassessment, the amount of which should not exceed $1.1 million.
The
Company has been reassessed by the CRA for expenditures it claims qualified for refunds under the British Columbia Mining Exploration
Tax Credit (“BCMETC”) legislation and it will need to return some refunded money or challenge the reassessments in
court and may not be successful in full.
For
the tax years 2010 and 2011 the Company received refunds of qualifying exploration expenditures under the BCMETC legislation of
$8.6 million. The CRA has audited and reassessed the Company in respect of such expenditures and is requiring the Company to return
$3.2 million of the amounts refunded. The Company disagrees with the CRA’s decision and plans to challenge the CRA’s
reassessment. The outcome of any challenge is uncertain. There is a risk that if reassessment is upheld the Company may be required
to return money refunded to it by the CRA. However, the impact on the Company’s financial position should be minimal since
it has already deposited $1.6 million with the CRA and has made a provision in its financial statements for the balance of the
money at issue.
USE
OF PROCEEDS
Unless
otherwise specified in the Prospectus Supplement, the net proceeds of any offering of Common Shares under a Prospectus Supplement
will be used for general corporate purposes, including funding future exploration and development work on the Company’s
mineral properties. More detailed information regarding the use of proceeds from a sale of Common Shares will be included in the
applicable Prospectus Supplement.
All
expenses relating to an offering of Common Shares and any compensation paid to underwriters, dealers or agents, as the case may
be, will be paid out of the Company’s general funds, unless otherwise stated in the applicable Prospectus Supplement.
The
Company’s working capital position, at March 31, 2019, was $18.3 million. Cash and short-term deposits at March 31, 2019
totaled $19.6 million. The Company subsequently received proceeds of $1.0 million upon the exercise of options to purchase common
shares in April 2019, resulting in a working capital balance of approximately $19.3 million.
Corporate,
general and administrative costs, including payroll, and costs to maintain all mineral property claims in good standing are estimated
to be approximately $10.6 million to March 31, 2020, leaving approximately $8.7 million of working capital for exploration and
other project activities.
The
Company’s continues to focus its programs at the KSM Project on improving the potential economics of the KSM Project, through
exploring for higher grade resources and studying engineering refinements. For the next 12 months, the Company plans on spending
$7.3 million on programs at its projects. The principal matters to which this is allocated are; advancing the Company’s
objectives of prioritizing drill targets and executing an initial drill test at the Snowstorm property ($2.7 million); confirming
a potential porphyry deposit at the Iskut property ($1.9 million); and evaluating the potential for blind new porphyry targets
at the KSM property ($2.7 million). In addition, the Company plans on spending $0.9 million on reclamation and closure activities
at the historic Johnny Mountain Mine and to complete permit renewals of the KSM Project and Courageous Lake Project.
Absent
additional financing, assuming the Company has not become liable to remit additional tax to the CRA as could arise under the circumstances
described in the section entitled “Risk Factors” above relating to the CRA’s proposed reduction in CEE incurred
and renounced by the Company and ignoring the disposition of any assets or the exercising of any currently in-the-money options
to purchase common shares, the Company will have approximately $0.5 million of working capital at March 31, 2020. Any significant,
additional spending during 2019 will only be incurred upon securing appropriate funding.
PRIOR
SALES
Prior
sales of Common Shares and securities convertible or exchangeable into Common Shares will be provided as required in a Prospectus
Supplement with respect to the issuance of securities pursuant to such Prospectus Supplement.
TRADING
PRICE AND VOLUME
The
Common Shares are listed on the TSX under the symbol “SEA” and the NYSE under the symbol “SA”. The following
table sets forth, for the 12 month period prior to the date of this Prospectus, details of the trading prices and volume on a
monthly basis of the Common Shares on the TSX and NYSE, respectively:
|
|
Toronto
Stock Exchange
|
|
|
NYSE
|
|
Period
|
|
Volume
|
|
|
High
(CDN$)
|
|
|
Low
(CDN$)
|
|
|
Volume
|
|
|
High
(US$)
|
|
|
Low
(US$)
|
|
2018
|
|
|
|
January
|
|
|
1,824,606
|
|
|
|
14.75
|
|
|
|
13.08
|
|
|
|
6,987,910
|
|
|
|
12.00
|
|
|
|
10.49
|
|
February
|
|
|
1,850,769
|
|
|
|
15.37
|
|
|
|
13.04
|
|
|
|
8,040,750
|
|
|
|
12.25
|
|
|
|
10.30
|
|
March
|
|
|
1,608,629
|
|
|
|
14.81
|
|
|
|
13.34
|
|
|
|
6,775,150
|
|
|
|
11.475
|
|
|
|
10.40
|
|
April
|
|
|
1,186,853
|
|
|
|
14.72
|
|
|
|
12.89
|
|
|
|
6,473,210
|
|
|
|
11.40
|
|
|
|
10.20
|
|
May
|
|
|
1,268,053
|
|
|
|
15.30
|
|
|
|
13.19
|
|
|
|
6,090,120
|
|
|
|
11.75
|
|
|
|
10.25
|
|
June
|
|
|
943,075
|
|
|
|
15.42
|
|
|
|
13.80
|
|
|
|
3,958,440
|
|
|
|
11.60
|
|
|
|
10.60
|
|
July
|
|
|
721,765
|
|
|
|
16.16
|
|
|
|
14.43
|
|
|
|
4,126,140
|
|
|
|
12.25
|
|
|
|
10.70
|
|
August
|
|
|
1,593,169
|
|
|
|
17.26
|
|
|
|
13.65
|
|
|
|
7,357,640
|
|
|
|
13.20
|
|
|
|
10.40
|
|
September
|
|
|
1,935,194
|
|
|
|
17.89
|
|
|
|
13.79
|
|
|
|
6,693,080
|
|
|
|
13.80
|
|
|
|
10.45
|
|
October
|
|
|
4,035,870
|
|
|
|
19.84
|
|
|
|
16.32
|
|
|
|
9,697,610
|
|
|
|
15.30
|
|
|
|
12.50
|
|
November
|
|
|
1,724,121
|
|
|
|
17.33
|
|
|
|
14.89
|
|
|
|
8,806,298
|
|
|
|
13.25
|
|
|
|
11.22
|
|
December
|
|
|
1,481,754
|
|
|
|
18.15
|
|
|
|
15.26
|
|
|
|
8,462,291
|
|
|
|
13.42
|
|
|
|
11.41
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January
|
|
|
1,485,860
|
|
|
|
18.64
|
|
|
|
16.38
|
|
|
|
8,387,598
|
|
|
|
14.03
|
|
|
|
13.76
|
|
February
|
|
|
1,139,376
|
|
|
|
20.10
|
|
|
|
17.29
|
|
|
|
5,145,333
|
|
|
|
15.24
|
|
|
|
13.01
|
|
March
|
|
|
1,402,939
|
|
|
|
19.49
|
|
|
|
16.52
|
|
|
|
8,012,969
|
|
|
|
14.54
|
|
|
|
12.35
|
|
April 1 – 26
|
|
|
1,785,510
|
|
|
|
16.63
|
|
|
|
14.74
|
|
|
|
7,867,012
|
|
|
|
12.47
|
|
|
|
11.01
|
|
On
April 26, 2019, the closing prices of the Common Shares on the TSX and NYSE were CDN$15.76 and US$11.69 per Common Share, respectively.
DIVIDEND
POLICY
The
Company has not paid any dividends since incorporation. Payment of dividends in the future is dependent upon the earnings and
financial condition of the Company and other factors which the directors may deem appropriate at the time.
CONSOLIDATED
CAPITALIZATION
As
of the date of this Prospectus, there have been no material changes in the share and loan capital of the Company, on a consolidated
basis, since September 30, 2018 the date of our most recently filed interim consolidated financial statements for the three and
nine months ended September 30, 2018, other than the issuance of 1,600,000 Common Shares in private placement financings and an
acquisition, and 557,663 Common Shares pursuant to the exercise or vesting of stock-based compensation
DESCRIPTION
OF SHARE CAPITAL
Authorized
Capital
The
Company is authorized to issue an unlimited number of Common Shares without par value and an unlimited number of preferred shares
in the capital of the Company, issuable in series. As of the date of this Prospectus, 61,653,047 Shares were issued and outstanding
and no preferred shares were issued and outstanding.
Common
Shares
The
holders of the Common Shares are entitled to receive notice of and to attend and vote at all meetings of the shareholders of the
Company, and each Common Share confers the right to one vote in person or by proxy at all meetings of the shareholders of the
Company. The holders of the Common Shares, subject to the prior rights, if any, of the holders of any other class of shares of
the Company, are entitled to receive such dividends in any financial year as the Board may by resolution determine. In the event
of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of the Common Shares
are entitled to receive, subject to the prior rights, if any, of the holders of any other class of shares of the Company, the
remaining property and assets of the Company. The Common Shares carry no pre-emptive or conversion rights.
Preferred
Shares
The
directors of the Company are authorized to create series of Preferred Shares in such number and having such rights and restrictions
with respect to dividends, rights of redemption, conversion or repurchase and voting rights as may be determined by the directors,
and such Preferred Shares shall have priority over the Common Shares with respect to the property and assets of the Company in
the event of the liquidation, dissolution or winding-up of the Company.
DESCRIPTION
OF SECURITIES OFFERED UNDER THIS PROSPECTUS
The
Company may offer Common Shares with a total value of up to CDN$100,000,000 (or the equivalent in other currencies) from time
to time under this Prospectus, together with any applicable Prospectus Supplement, at prices and on terms to be determined by
market conditions at the time of offering. This Prospectus provides you with a general description of the Common Shares the Company
may offer. Each time the Company offers Common Shares, the specific amounts, prices and other important terms of the securities
will be described in the applicable Prospectus Supplement, including, to the extent applicable:
|
●
|
designation
or classification;
|
|
|
|
|
●
|
aggregate
offering price;
|
|
|
|
|
●
|
original
issue discount, if any;
|
|
|
|
|
●
|
redemption,
conversion or exchange terms, if any;
|
|
|
|
|
●
|
conversion
or exchange prices, if any, and, if applicable, any provisions for changes to or adjustments
in the conversion or exchange prices and in the securities or other property receivable
upon conversion or exchange;
|
|
|
|
|
●
|
restrictive
covenants, if any; and
|
|
|
|
|
●
|
voting
or other rights, if any.
|
A
Prospectus Supplement may also add, update or change information contained in this Prospectus or in documents the Company has
incorporated by reference. However, no Prospectus Supplement will offer a security that is not described in this Prospectus.
For
more information, see “
Description of Share Capital – Common Shares
”.
PLAN
OF DISTRIBUTION
The
Company may sell the Common Shares to or through underwriters or dealers, and also may sell Common Shares to one or more other
purchasers directly or through agents. Each Prospectus Supplement will set forth the terms of the offering, including the name
or names of any underwriters or agents, the purchase price or prices of the Common Shares and the proceeds to the Company from
the sale of the Common Shares. Only those underwriters, dealers or agents named in a Prospectus Supplement will be the underwriters,
dealers or agents in connection with the Common Shares offered thereby.
The
Common Shares may be sold, from time to time, in one or more transactions at a fixed price or prices which may be changed or at
market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices, including
sales in transactions deemed to be “at the market distributions” as defined in NI 44-102, including sales made directly
on the TSX, the NYSE or other existing markets for the Common Shares. Additionally, this Prospectus and any Prospectus Supplement
may also cover the initial resale of the Common Shares purchased pursuant thereto.
The
prices at which the Common Shares may be offered may vary as between purchasers and during the period of distribution. If, in
connection with the offering of Common Shares to which a Prospectus Supplement pertains, the underwriters have made a bona fide
effort to sell all of the Common Shares at the initial offering price fixed in the applicable Prospectus Supplement, the public
offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than the initial public
offering price fixed in such Prospectus Supplement, in which case the compensation realized by the underwriters will be decreased
by the amount that the aggregate price paid by purchasers for the Common Shares is less than the gross proceeds paid by the underwriters
to the Company.
No
underwriter or dealer involved in an “at-the-market distribution” under this Prospectus, no affiliate of such an underwriter
or dealer and no person or company acting jointly or in concert with such an underwriter or dealer will over-allot securities
in connection with such distribution or effect any other transactions that are intended to stabilize or maintain the market price
of the securities.
In
connection with any offering of Common Shares, except for an “at-the-market distribution” under this Prospectus or
as set out in a Prospectus Supplement relating to a particular offering of Common Shares, the underwriters may over-allot or effect
transactions which stabilize or maintain the market price of the Common Shares at a level above that which might otherwise prevail
in the open market. Such transactions, if commenced, may be discontinued at any time. See “Plan of Distribution”.
In
connection with the sale of Common Shares, underwriters may receive compensation from the Company or from purchasers of the Common
Shares from whom they may act as agents in the form of discounts, concessions or commissions. Any such commissions will be paid
out of the Company’s general funds. Underwriters, dealers and agents that participate in the distribution of Common Shares
may be deemed to be underwriters and any discounts or commissions received by them from the Company and any profit on the resale
of Common Shares by them may be deemed to be underwriting discounts and commissions under applicable securities legislation.
Underwriters,
dealers and agents who participate in the distribution of the Common Shares may be entitled under agreements to be entered into
with the Company to indemnification by the Company against certain liabilities, including liabilities under the U.S. Securities
Act of 1933, as amended (the “
U.S. Securities Act
”), and Canadian securities legislation, or to contribution
with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. Those underwriters,
dealers and agents may be customers of, engage in transactions with, or perform services for, the Company in the ordinary course
of business. In connection with any underwritten offering of Common Shares, except as otherwise set out in a Prospectus Supplement
relating to a particular offering of Common Shares, the underwriters may over-allot or effect transactions which stabilize or
maintain the market price of the Common Shares offered at a level above that which might otherwise prevail in the open market.
Such transactions, if commenced, may be discontinued at any time.
CERTAIN
INCOME TAX CONSIDERATIONS
The
applicable Prospectus Supplement will describe certain Canadian federal income tax consequences to investors of acquiring, holding
and disposing of Common Shares.
The
applicable Prospectus Supplement will also describe certain U.S. federal income tax consequences of the acquisition, ownership
and disposition of Common Shares by an initial investor who is a U.S. person (within the meaning of the U.S. Internal Revenue
Code), if applicable.
AUDITORS,
TRANSFER AGENT AND REGISTRAR
The
Company’s auditors are KPMG LLP, Chartered Professional Accountants, of Suite 4600, 333 Bay Street, Toronto, Ontario, Canada.
KPMG LLP has reported that it is independent within the meaning of the relevant rules and related interpretations prescribed by
the relevant professional bodies in Canada and any applicable legislation or regulation and are independent accountants under
all relevant US professional and regulatory standards.
The
registrar and transfer agent for the Common Shares is Computershare Investor Services Inc. at its principal office at 100 University
Ave., 9
th
Floor, Toronto, Ontario, Canada M5J 2Y1 and co-transfer points at 510 Burrard Street, Vancouver, British
Columbia, Canada V6C 3B9 and Computershare Trust Company, N.A., at 350 Indiana Street, Suite 800, Golden, Colorado, USA 80401.
LEGAL
MATTERS
Unless
otherwise specified in an applicable Prospectus Supplement, certain legal matters in connection with the Common Shares offered
hereby will be passed upon on behalf of the Company by DuMoulin Black LLP, with respect to Canadian legal matters, and by
Carter Ledyard & Millburn LLP with respect to United States legal matters.
INTEREST
OF EXPERTS
Names
of Experts
The
following are the names of each person or company who has prepared or certified a statement, report or opinion relating to the
Company’s mineral properties described or included in this Prospectus, including in a document incorporated by reference
in this Prospectus, and whose profession or business gives authority to the report, valuation, statement or opinion made by the
person or company.
With
respect to the KSM Report, the following experts are named and their responsibilities are as follows:
|
●
|
Tetra
Tech Inc., under the direction of Hassan Ghaffari, P.Eng. (surface and underground infrastructure,
TMF costs, WSF costs, construction schedule, capital estimate and financial analysis),
Jianhui (John) Huang, Ph.D., P.Eng. (metallurgical testing review, permanent water treatment,
mineral process design and operating cost estimation for process, G&A and site services,
and overall report preparation), Kevin Jones, P.Eng. (winter access road)
|
|
|
|
|
●
|
Moose
Mountain Technical Services under the direction of James Gray, P.Eng. (Mineral Reserves,
mining engineering, and capital and mine operating costs for the open pits, as well as
MTT and rail ore conveyance design and costs)
|
|
|
|
|
●
|
W.N.
Brazier Associates Inc. under the direction of Neil Brazier, P.Eng. (power supply, energy
recovery plants, underground electrical systems and associated costs)
|
|
|
|
|
●
|
ERM
Consultants Canada Ltd. under the direction of Pierre Pelletier, P.Eng. (environment
and permitting)
|
|
|
|
|
●
|
Klohn
Crippen Berger Ltd. under the direction of Graham Parkinson, P.Geo. (design of surface
water diversion, diversion tunnels and seepage collection ponds, tailing dam, water treatment
dam and rock storage facility (RSF) and tunnel geotechnical)
|
|
|
|
|
●
|
Resource
Modeling Inc. under the direction of Michael Lechner, P.Geo., RPG, CPG (Mineral Resources)
|
|
●
|
Golder
Associates Ltd. under the direction of Ross Hammett, Ph.D., P.Eng. (underground Mineral
Reserves, block caving assessments, mine design and associated costs)
|
|
|
|
|
●
|
BGC
Engineering Inc. under the direction of Derek Kinakin, P.Geo. (rock mechanics and mining
pit slopes)
|
|
|
|
|
●
|
McElhanney
Consulting Services Ltd. under the direction of Robert Parolin, P.Eng. (permanent access
roads and associated costs)
|
|
|
|
|
●
|
Amec
Foster Wheeler Americas Limited under the direction of Simon Allard, P.Eng. and Tony
Lipiec, P.Eng (Underground and open pit design , RSF design, process design and capital
and operating costs)
|
|
|
|
|
●
|
Amec
Foster Wheeler E&C Services Inc. under the direction of Mark Ramirez, RM, SME
|
With
respect to the Courageous Lake Report, the following experts are named and their responsibilities are identified:
|
●
|
Tetra
Tech Inc., under the direction of Jianhui (John) Huang, Ph. D., P.Eng. (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 Sabry Abdel Hafez, Ph.D., P.Eng. (financial
evaluation)
|
|
●
|
Moose
Mountain Technical Services under the direction of James Gray, P.Eng. (mining, mine capital
and mine operating costs)
|
|
●
|
W.N.
Brazier Associates Inc. under the direction of Neil Brazier, P.Eng. (power generation)
|
|
●
|
ERM
Consultants Canada Ltd. under the direction of Pierre Pelletier, P.Eng. (environmental
matters)
|
|
●
|
Golder
Associates Ltd. under the direction of Albert Victor Chance, P.Eng. (open pit slope stability)
|
|
●
|
Tetra
Tech EBA Inc. under the direction of Nigel Goldup, P.Eng. (tailings, surface water management
and waste rock storage facilities, and surficial geology) and Kevin Jones P.Eng. (airstrip
upgrade)
|
|
●
|
SRK
Consulting (Canada) Inc., under the direction of Stephen Day, M.Sc., P.Geo. (metal leaching
and acid rock drainage)
|
|
●
|
Resource
Modeling Inc. under the direction of Michael Lechner, P.Geo., RPG, CPG (mineral resources)
|
William
Threlkeld, P.Geo., the Senior Vice President, Exploration of the Company and a Registered Professional Geologist, is named as
having prepared or supervised the preparation of technical information in respect of exploration programs of the Company at both
the KSM Project and Courageous Lake Project. Resource Modeling Inc. under the direction of Michael Lechner, P.Geo., RPG, CPG is
named as having prepared resource estimates for the Deep Kerr deposit and the Iron Cap deposit at the KSM Project after the date
of the KSM Report and the Walsh lake deposit at the Courageous Lake Project after the date of the Courageous Lake Report.
Each
of the persons referenced above is a qualified person as such term is defined in NI 43-101.
Interests
of Experts
To
Seabridge’s knowledge, none of the companies, firms or persons identified above received or will receive a direct or indirect
interest in the property of the Company or of any associate or affiliate of the Company. As at the date hereof, the aforementioned
persons, and the directors, officers, employees and partners, as applicable, of each of the aforementioned companies and firms
beneficially own, directly or indirectly, in the aggregate in relation to each such company or firm, less than one percent of
the securities of the Company.
Other
than as set out below, none of the aforementioned persons, nor any director, officer, employee or partner, as applicable, of the
aforementioned companies or firms is currently expected to be elected, appointed or employed as a director, officer or employee
of the Company or of an associate or affiliate of the Company.
Mr. Threlkeld,
the Senior Vice President, Exploration of the Company, owns 326,397 Common Shares of the Company, options to purchase 190,000
Common Shares at various prices and restricted share units entitling him to 7,000 Common Shares upon vesting.
ADDITIONAL
INFORMATION
Seabridge
has filed with the SEC a registration statement on Form F-10 relating to the Common Shares. This Prospectus, which constitutes
a part of the registration statement, does not contain all of the information contained in the registration statement, certain
items of which are contained in the exhibits to the registration statement as permitted by the rules and regulations of the SEC.
You should refer to the registration statement and the exhibits to the registration statement for further information.
Seabridge
is subject to the information requirements of the U.S. Securities Exchange Act of 1934 (the “
U.S. Exchange Act
”)
and applicable Canadian securities legislation, and in accordance therewith files reports and other information with the SEC and
with the securities regulators in Canada. Under a multi-jurisdictional disclosure system adopted by the United States and Canada,
documents and other information that the Company files with the SEC may be prepared in accordance with the disclosure requirements
of Canada, which are different from those of the United States. As a foreign private issuer, the Company is exempt from the rules
under the U.S. Exchange Act prescribing the furnishing and content of proxy statements, and the Company’s officers, directors
and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of
the U.S. Exchange Act. In addition, the Company is not required to publish financial statements as promptly as U.S. companies.
You
may read any document that the Company has filed with the SEC at the SEC’s public reference room in Washington, D.C. You
may also obtain copies of those documents from the public reference room of the SEC at 100 F Street, N.E., Washington, D.C. 20549
by paying a fee. You should call the SEC at 1-800-SEC-0330 or access their website at www.sec.gov for further information about
the public reference room. You may read and download some of the documents the Company has filed with the SEC’s EDGAR system
at www.sec.gov. You may read and download any public document that the Company has filed with the Canadian securities regulatory
authorities at www.sedar.com.
DOCUMENTS
FILED AS PART OF THE REGISTRATION STATEMENT
The
following documents have been or will be filed with the SEC as part of the registration statement of which this Prospectus forms
a part: (i) the documents referred to under the heading “Documents Incorporated by Reference”; (ii) the consent of
KPMG LLP; (iii) the consents of the geologists, engineers and other experts named herein; (iv) the consent of DuMoulin Black LLP;
and (v) the powers of attorney from certain directors and officers of Seabridge.
ENFORCEABILITY
OF CIVIL LIABILITIES
Seabridge
is a company organized and existing under the
Canada Business Corporations Act
and its principal place of business is in
Canada. Many of the Company’s directors and officers, and some of the experts named in this Prospectus, are residents of
Canada or otherwise reside outside the United States, and all or a substantial portion of their assets, and a substantial portion
of the Company’s assets, are located outside the United States. Seabridge has appointed an agent for service of process
in the United States, but it may be difficult for holders of Common Shares who reside in the United States to effect service within
the United States upon those directors, officers and experts who are not residents of the United States. It may also be difficult
for holders of Common Shares who reside in the United States to realize in the United States upon judgments of courts of the United
States predicated upon the Company’s civil liability and the civil liability of the Company’s directors, officers
and experts under the United States federal securities laws or the securities or “blue sky” laws of any state within
the United States. The Company’s Canadian counsel, DuMoulin Black LLP, advised the Company that a judgment of a United States
court predicated solely upon civil liability under United States federal securities laws would probably be enforceable in Canada
if the United States court in which the judgment was obtained has a basis for jurisdiction in the matter that would be recognized
by a Canadian court for the same purposes. However, DuMoulin Black LLP also advised the Company that there is substantial doubt
whether an action could be brought in Canada in the first instance on the basis of liability predicated solely upon United States
federal securities laws.
Seabridge
has filed with the SEC, concurrently with the filing of the registration statement of which this Prospectus forms a part, an appointment
of agent for service of process on Form F-X. Under the Form F-X, Seabridge has appointed Corporation Service Company, New York,
New York as its agent for service of process in the United States in connection with any investigation or administrative proceeding
conducted by the SEC or any civil suit or action brought against or involving the Company in a United States federal court or
state court arising out of or related to or concerning the offering of the securities under this Prospectus and any Prospectus
Supplement.
ENFORCEMENT
OF JUDGMENTS AGAINST FOREIGN PERSONS OR COMPANIES
Certain
of the Company’s directors reside outside of Canada, being Rudi P. Fronk, A. Frederick Banfield, Richard Kraus, Eliseo Gonzalez-Urien
and Jay Layman. Each of such directors has appointed Seabridge, 400 - 106 Front Street East, Toronto, Ontario, M5A 1E1 as their
agent for service of process.
Each
of (a) William Threlkeld, (b) Michael Lechner, (c) Resource Modeling Inc., (d) Mark Ramirez and (e) Amec Foster Wheeler E&C
Services, Inc., is resident outside Canada or, in the case of a company, is incorporated, continued or otherwise organized under
the laws of a foreign jurisdiction.
Purchasers
are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that
is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction, or resides outside of Canada, even
if the party has appointed an agent for service of process.
STATUTORY
RIGHTS OF WITHDRAWAL AND RESCISSION
Unless
provided otherwise in a Prospectus Supplement, the following is a description of a purchaser’s statutory rights. Securities
legislation in certain of the provinces and territories of Canada provides purchasers with the right to withdraw from an agreement
to purchase securities. This right may only be exercised within two business days after receipt or deemed receipt of a prospectus,
the accompanying prospectus supplement relating to securities purchased by a purchaser and any amendment thereto.
In
several of the provinces and territories, the securities legislation further provides a purchaser with remedies for rescission,
revisions of the price or damages if the prospectus, the accompanying prospectus supplement relating to securities purchased by
a purchaser and any amendment thereto contains a misrepresentation or is not delivered to the purchaser, provided that the remedies
for rescission, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the securities
legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities
legislation of the purchaser’s province or territory for the particulars of these rights or consult with a legal adviser.
PART II
INFORMATION
NOT REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
Indemnification of Directors and Officers.
Section 124 of the
Canada Business Corporations Act, R.S.C. 1985, c. C-44 (the “CBCA”) provides that a corporation may indemnify a director
or officer of the corporation, a former director or officer of the corporation or another individual who acts or acted at the
corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against
all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the
individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved
because of that association with the corporation or other entity. A corporation may not indemnify an individual unless the individual
(a) acted honestly and in good faith with a view to the best interests of the corporation, or, as the case may be, to the best
interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the corporation’s
request and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual
had reasonable grounds for believing that the individual’s conduct was lawful. The indemnification may be made in connection
with an action by or on behalf of the corporation or other entity to procure a judgment in its favor, to which the individual
is made a party because of the individual’s association with the corporation or other entity as described above, only with
court approval and provided the individual fulfills the conditions set out in clauses (a) and (b) above. The aforementioned individuals
are entitled to indemnification from the corporation in respect of all costs, charges and expenses reasonably incurred by the
individual in connection with the defense of any civil, criminal, administrative, investigative or other proceeding to which the
individual is subject because of the individual’s association with the corporation or other entity as described above if
the individual was not judged by the court or other competent authority to have committed any fault or omitted to do anything
that the individual described above ought to have done and provided the individual fulfills the conditions set out in clauses
(a) and (b) above. A corporation may advance moneys to a director, officer or other individual for the costs, charges and expenses
of a proceeding described above; however, the individual shall repay the moneys if the individual does not fulfill the conditions
set out in clauses (a) and (b) above.
Section 6.03 of the
Amended By-law Number 1 (including all amendments as of December 5, 2007, the “By-laws”) of the Registrant, provides
that subject to Section 124 of the CBCA, the Registrant shall indemnify a director or officer of the Registrant, a former director
or officer of the Registrant or a person who acts or acted at the Registrant’s request as a director or officer of a body
corporate of which the Registrant is or was a shareholder or creditor, and his heirs and legal representatives, against all costs,
charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect
of any civil, criminal, administrative, investigative or proceeding in which the individual is involved because of that association
with the Registrant or other entity, if (a) he acted honestly and in good faith with a view to the best interests of the Registrant
or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in
a similar capacity at the Registrant’s request; and (b) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct
was lawful. Section 6.03 of the By-laws further provides that the Registrant shall also indemnify such persons in such other circumstances
as the CBCA permits or requires and that nothing contained in the By-laws shall limit the discretion of the Registrant to indemnify,
or limit the right of any person entitled to indemnity to claim indemnity, apart from the provisions of Section 6.03.
The Registrant maintains
a policy of directors’ and officers’ liability insurance which insures its directors and officers for certain losses
as a result of claims against them in their capacity as directors and officers and also reimburses the Registrant for payments
made pursuant to the indemnity provisions under the by-laws and the CBCA.
Underwriting agreements
in respect of offerings of securities under this registration statement may contain provisions by which the underwriters agree
to indemnify the Registrant, each of the directors and officers of the Registrant and each person who controls the Registrant
within the meaning of the Securities Act with respect to information furnished by the underwriters for use in the registration
statement.
Insofar as indemnification
for liabilities arising from the Securities Act may be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the U.S. Securities and Exchange
Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
EXHIBITS TO FORM F-10
The exhibits to this
Registration Statement on Form F-10 are listed in the Exhibit Index, which appears elsewhere herein.
EXHIBIT INDEX
Exhibit No.
|
|
Description
|
|
|
|
4.1
|
|
Management
information circular of the Registrant, dated May 8, 2018 prepared in connection with the Registrant’s annual meeting
of shareholders held on June 27, 2018 (incorporated by reference to Exhibit 99.3 from the Registrant’s Report on Form
6-K, furnished to the Commission on May 23, 2018).
|
|
|
|
4.2
|
|
Annual
Information Form of the Registrant dated March 26, 2019 for the year ended December 31, 2018 (incorporated by reference to
Exhibit 99.1 from the Registrant’s Report on Form 40-F, furnished to the Commission on March 28, 2019).
|
|
|
|
4.3
|
|
Audited
consolidated financial statements of the Registrant as at and for the fiscal years ended December 31, 2018 and 2017, with
the notes thereto and the independent auditors’ report thereon (incorporated by reference to Exhibit 99.2 from the Registrant’s
Report on Form 40-F, furnished to the Commission on March 28, 2019).
|
|
|
|
4.4
|
|
Management’s
discussion and analysis of financial condition and results of operations of the Registrant for the years ended December 31,
2018 and 2017 (incorporated by reference to Exhibit 99.3 from the Registrant’s Report on Form 40-F, furnished to the
Commission on March 28, 2019).
|
|
|
|
5.1
|
|
Consent of KPMG LLP, Independent Registered Public Accounting Firm
|
|
|
|
5.2
|
|
Consents
of Tetra Tech Inc. and John Huang, Sabry Abdel Hafez, Hassan Ghaffari, Kevin Jones, Nigel Goldup
|
|
|
|
5.3
|
|
Consent
of Moose Mountain Technical Services and J. H. Gray
|
|
|
|
5.4
|
|
Consent
of W.N. Brazier Associates Inc. and Neil Brazier
|
|
|
|
5.5
|
|
Consent
of ERM Consultants Canada Ltd. and Rolf Schmitt
|
|
|
|
5.6
|
|
Consent
of Klohn Crippen Berger Ltd. and J. Graham Parkinson
|
|
|
|
5.7
|
|
Consent
of Resource Modeling Inc. and Michael Lechner
|
|
|
|
5.8
|
|
Consent
of McElhanney Consulting Services Ltd. and Robert W. Parolin
|
|
|
|
5.9
|
|
Consent
of BGC Engineering Inc. and Derek Kinakin
|
|
|
|
5.10
|
|
Consents
of Golder Associates Ltd. and Ross D. Hammett, Albert Victor Chance
|
|
|
|
5.11
|
|
Consent of Wood Canada Limited and Greg Gosson
|
|
|
|
5.12
|
|
Consent
of SRK Consulting (Canada) Inc. and Stephen Day
|
|
|
|
5.13
|
|
Consent of William Threlkeld
|
|
|
|
5.14
|
|
Consent of DuMoulin Black LLP
|
|
|
|
6.1**
|
|
Power
of Attorney (included in Part III of the initial Registration Statement).
|
** Previously filed
PART III
UNDERTAKING AND CONSENT TO SERVICE OF
PROCESS
Item 1.
Undertaking.
The Registrant undertakes
to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish
promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to this
Form F-10 or to transactions in such securities.
Item 2.
Consent to Service of Process.
Concurrently with
the filing of this Registration Statement, the Registrant is filing with the Commission a written irrevocable consent and power
of attorney on Form F-X.
Any change to the
name or address of the Registrant’s agent for service shall be communicated promptly to the Commission by amendment to Form
F-X referencing the file number of this Registration Statement.
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form F-10 and has duly caused this Amendment No. 1 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Province of Ontario, Country
of Canada, on this 1
st
day of May, 2019.
|
SEABRIDGE GOLD INC.
|
|
|
|
|
By:
|
/s/
Rudi P. Fronk
|
|
|
Name: Rudi P. Fronk
|
|
|
Title: Chairman and Chief Executive
Officer
|
Pursuant
to the requirements of the Securities Act, this Registration Statement has been signed below by or on behalf of the following
persons in the capacities and on the dates indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Rudi P. Fronk
|
|
Chairman and
Chief Executive Officer
|
|
May 1, 2019
|
Rudi P. Fronk
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/
Christopher Reynolds
|
|
Chief Financial
Officer
|
|
May 1, 2019
|
Christopher Reynolds
|
|
(Principal Financial Officer and Principal
Accounting Officer)
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
May 1, 2019
|
Jay S. Layman
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
May 1, 2019
|
A. Frederick Banfield
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
May 1, 2019
|
Eliseo Gonzalez-Urien
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
May 1, 2019
|
Richard C. Kraus
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
May 1, 2019
|
Clement A. Pelletier
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
May 1, 2019
|
John W. Sabine
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
May 1, 2019
|
Gary Sugar
|
|
|
|
|
* Pursuant to the Power of Attorney
on the signature page of the Company’s Form F-10 filed with the U.S. Securities and Exchange Commission on January 25, 2019,
Rudi P. Fronk, as attorney-in-fact does hereby sign this Amendment No. 1 to the Registration Statement on behalf of each such
director, in each case in the capacity as director.
|
By:
|
/s/
Rudi P. Fronk
|
|
|
Name: Rudi P. Fronk
|
|
|
Title: Attorney-in-Fact
|
AUTHORIZED REPRESENTATIVE
Pursuant to the
requirements of Section 6(a) of the Securities Act of 1933, as amended, the Authorized Representative has duly caused this Amendment
No. 1 to the Registration Statement to be signed on its behalf by the undersigned, solely in its capacity as the duly authorized
representative of the Registrant in the United States, in the City of Denver, in the State of Colorado, on this 1
st
day of May, 2019.
|
Seabridge
Gold Corporation
|
|
(Authorized Representative)
|
|
|
|
By:
|
/s/
Rudi P. Fronk
|
|
|
Name: Rudi P. Fronk
|
|
|
Title: President and Chief Executive
Officer
|
EXHIBIT INDEX
Exhibit No.
|
|
Description
|
|
|
|
4.1
|
|
Management
information circular of the Registrant, dated May 8, 2018 prepared in connection with the Registrant’s annual meeting
of shareholders held on June 27, 2018 (incorporated by reference to Exhibit 99.3 from the Registrant’s Report on Form
6-K, furnished to the Commission on May 23, 2018).
|
|
|
|
4.2
|
|
Annual
Information Form of the Registrant dated March 26, 2019 for the year ended December 31, 2018 (incorporated by reference to
Exhibit 99.1 from the Registrant’s Report on Form 40-F, furnished to the Commission on March 28, 2019).
|
|
|
|
4.3
|
|
Audited
consolidated financial statements of the Registrant as at and for the fiscal years ended December 31, 2018 and 2017, with
the notes thereto and the independent auditors’ report thereon (incorporated by reference to Exhibit 99.2 from the Registrant’s
Report on Form 40-F, furnished to the Commission on March 28, 2019).
|
|
|
|
4.4
|
|
Management’s
discussion and analysis of financial condition and results of operations of the Registrant for the years ended December 31,
2018 and 2017 (incorporated by reference to Exhibit 99.3 from the Registrant’s Report on Form 40-F, furnished to the
Commission on March 28, 2019).
|
|
|
|
5.1
|
|
Consent of KPMG LLP, Independent Registered Public Accounting Firm
|
|
|
|
5.2
|
|
Consents
of Tetra Tech Inc. and John Huang, Sabry Abdel Hafez, Hassan Ghaffari, Kevin Jones, Nigel Goldup
|
|
|
|
5.3
|
|
Consent
of Moose Mountain Technical Services and J. H. Gray
|
|
|
|
5.4
|
|
Consent
of W.N. Brazier Associates Inc. and Neil Brazier
|
|
|
|
5.5
|
|
Consent
of ERM Consultants Canada Ltd. and Rolf Schmitt
|
|
|
|
5.6
|
|
Consent
of Klohn Crippen Berger Ltd. and J. Graham Parkinson
|
|
|
|
5.7
|
|
Consent
of Resource Modeling Inc. and Michael Lechner
|
|
|
|
5.8
|
|
Consent
of McElhanney Consulting Services Ltd. and Robert W. Parolin
|
|
|
|
5.9
|
|
Consent
of BGC Engineering Inc. and Derek Kinakin
|
|
|
|
5.10
|
|
Consents
of Golder Associates Ltd. and Ross D. Hammett, Albert Victor Chance
|
|
|
|
5.11
|
|
Consent of Wood Canada Limited and Greg Gosson
|
|
|
|
5.12
|
|
Consent
of SRK Consulting (Canada) Inc. and Stephen Day
|
|
|
|
5.13
|
|
Consent of William Threlkeld
|
|
|
|
5.14
|
|
Consent of DuMoulin Black LLP
|
|
|
|
6.1**
|
|
Power
of Attorney (included in Part III of the initial Registration Statement).
|
** Previously filed
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