UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
40-F
☐ REGISTRATION
STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ ANNUAL
REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2019
Commission
file number: 001-32135
Seabridge
Gold Inc.
(Exact
name of Registrant as specified in its charter)
Canada
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1040
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Not
Applicable
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(Province
or other jurisdiction of
incorporation or organization)
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(Primary
Standard Industrial
Classification Code Number)
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(I.R.S.
Employer
Identification No.)
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106
Front Street East, Suite 400
Toronto,
Ontario Canada M5A 1E1
(416)
367-9292
(Address
and telephone number of Registrant’s principal executive offices)
Corporation
Service Company
1180
Sixth Avenue
New
York, New York 10036
(212)
299-5656
(Name,
address and telephone number of agent for service in the United States)
Securities
registered or to be registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Shares
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SA
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New
York Stock Exchange
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Securities
registered pursuant to Section 12(g) of the Act.
None
(Title
of Class)
Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
(Title
of Class)
For
annual reports, indicate by check mark the information filed with this form:
☒
Annual Information Form ☒ Audited Annual Financial Statements
Indicate
the number of outstanding shares of the issuer’s classes of capital or common stock as of the close of the period covered
by the annual report: 63,510,487 Common Shares (as at December 31, 2019).
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act
during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has
been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging
growth company ☐
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards†
provided pursuant to Section 13(a) of the Exchange Act. ☐
†
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5, 2012.
The
annual report on Form 40-F shall be incorporated by reference into or as an exhibit to, as applicable, the Registrant’s
Registration Statements under the Securities Act of 1933, as amended: Form F-10 (File No. 333-229373) and Form S-8 (File No. 333-211331).
EXPLANATORY
NOTE
Seabridge
Gold Inc. (the “Registrant” or “we” or “us”) is a Canadian issuer eligible to file its annual
report pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F
(“Form 40-F”) pursuant to the multi-jurisdictional disclosure system of the Exchange Act. We are a “foreign
private issuer” as defined in Rule 3b-4 under the Exchange Act. Accordingly, our equity securities are exempt from Sections
14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.
PRINCIPAL
DOCUMENTS
The
following documents have been filed as part of this Annual Report on Form 40-F and incorporated by reference herein:
A.
Annual Information Form
For
our Annual Information Form (the “AIF”) for the year ended December 31, 2019, see Exhibit 99.1 of this Annual
Report on Form 40-F.
B.
Audited Annual Financial Statements
For our audited annual
financial statements (“Audited Financial Statements”), for the years ended December 31, 2019 and December 31, 2018,
including the Report of Independent Registered Public Accounting Firm, see Exhibit 99.2 of this Form 40-F. The Audited Financial
Statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with International Financial Reporting Standards
(IFRS) as issued by the International Accounting Standards Board (IASB).
C.
Management’s Discussion and Analysis
For
our management’s discussion and analysis (the “MD&A”) for the year ended December 31, 2019, see Exhibit
99.3 of this Form 40-F.
FORWARD-LOOKING
STATEMENTS
This
Form 40-F and the exhibits attached hereto contain “forward-looking statements” within the meaning of Section 27A
of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, and forward-looking
information within the meaning of Canadian securities laws concerning our projects, business approach and plans, including estimated
production, capital, operating and cash flow estimates and other matters at our projects. Any statements that express or involve
discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or
performance (often, but not always, using words or phrases such as “expects”, “anticipates”, “plans”,
“projects”, “estimates”, “assumes”, “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 reserve and mineral resource 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 the economics of
developing a property and producing minerals.
Forward-looking
statements are necessarily based on estimates and assumptions made by us in light of our experience and perception of historical
trends, current conditions and expected future developments. In making the forward-looking statements in this Form 40-F and the
exhibits attached hereto, we have applied several material assumptions including, but not limited to, the assumption that: (i)
market fundamentals will result in sustained demand and prices for gold and copper, and to a much lesser degree, silver and molybdenum;
(ii) the potential for production at our mineral projects will continue operationally, legally and economically; (iii) any additional
financing needed will be available on reasonable terms; and (iv) estimated resources at our projects have merit and there is continuity
of mineralization as reflected in such estimates.
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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our
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 our ability to continue our exploration activities and future advancement activities, and to continue to maintain
corporate office support of these activities, which are dependent on our 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 our mineral properties will be brought into production;
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uncertainty
relating to the assumptions underlying our resource and reserve 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 our 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, or extensions/renewals thereof, for exploration and
development activities, including in respect of environmental regulation;
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uncertainty
related to title to our 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 application of the United Nations Declaration on the Rights of Indigenous Peoples to the laws 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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our
need to attract and retain qualified management and personnel;
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risks
related to conflicts of interest due to some of our directors’ and officers’ involvement with other natural resource
companies;
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our
classification as a “passive foreign investment company” under the United States tax code;
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risks associated with impacts from the
reaction to and measures taken to address the spread of the COVID-19 virus;
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risks
surrounding an audit with the use of information technology systems and cybersecurity;
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uncertainty
surrounding an audit by the Canada Revenue Agency (“CRA”) of Canadian exploration expenses incurred by
the Issuer during the 2014, 2015 and 2016 financial years which the Issuer has renounced to subscribers of flow-through share
offerings and the CRA’s decision to reduce such renunciations to such subscribers; and
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the
reassessment by the CRA of the Issuer’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 our forward-looking statements. Forward-looking statements are statements
about the future and are inherently uncertain, and actual achievements 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 our AIF attached hereto as Exhibit 99.1 under the heading “Risk Factors”
and elsewhere in the AIF, and in the documents incorporated by reference in this Form 40-F and the AIF. In addition, although
we have 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. It is also noted that while we engage in exploration and development of our properties,
we will not undertake production activities by ourselves.
These
forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made
and we do 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, persons
should not place undue reliance on forward-looking statements.
CURRENCY
Unless
otherwise indicated, all dollar amounts in this Form 40-F are in Canadian dollars.
NOTE
TO UNITED STATES READERS-
DIFFERENCES
IN UNITED STATES AND CANADIAN REPORTING PRACTICES
We
are permitted under the multi-jurisdictional disclosure system adopted by the United States Securities and Exchange Commission
(the “SEC”), to prepare this Form 40-F in accordance with Canadian disclosure requirements, which differ from those
of the SEC. We have prepared our financial statements, which are filed as Exhibit 99.2 to this Form 40-F, in accordance
with International Financial Reporting Standards as issued by the International Accounting Standards Board, and they are not comparable
with financial statements of U.S. and other companies prepared in accordance with U.S. generally accepted accounting principles.
RESOURCE
AND RESERVE ESTIMATES
We
prepared the AIF for the fiscal year ended December 31, 2019 attached as Exhibit 99.1 to this Form 40-F and incorporated
by reference herein in accordance with the requirements of Canadian securities laws, which differ from the requirements of U.S.
securities laws. Unless otherwise indicated, all Mineral Reserve and Mineral Resource estimates contained in or incorporated by
reference in this Form 40-F have been prepared in accordance with Canadian National Instrument 43-101 – Standards of
Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining Metallurgy and Petroleum
(the “CIM”) Classification System “Standards on Mineral Resources and Mineral Reserves”, adopted by the
CIM Council, as amended. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for
all public disclosure an issuer makes of scientific and technical information concerning mineral projects. These standards differ
significantly from the requirements of the SEC, including Industry Guide 7 issued by the SEC. Mineral Resource information contained
herein and incorporated by reference herein may not be comparable to similar information disclosed by U.S. companies.
Without
limiting the foregoing, this Form 40-F, including the documents incorporated by reference herein, uses the terms “measured”,
“indicated” and “inferred” resources. U.S. investors are cautioned that, while such terms are recognized
and required by Canadian securities laws, the SEC does not recognize them. Under U.S. standards, mineralization may not be classified
as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced
or extracted at the time the reserve determination is made. U.S. investors are cautioned not to assume that all or any part of
measured or indicated resources will ever be converted into reserves.
U.S.
investors should also understand that “inferred resources” have a great amount 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 the “inferred
resources” exist, are economically or legally mineable or will ever be upgraded to a higher category. Therefore, U.S. investors
are also cautioned not to assume that all or any part of the inferred resources exist, or that they can be mined legally or economically.
Disclosure of “contained ounces” in a mineral resource is permitted disclosure under Canadian regulations; however,
the SEC normally only permits issuers to report “resources” as in place tonnage and grade without reference to unit
measures. Accordingly, information concerning descriptions of mineralization and resources contained in the AIF, or in the documents
incorporated by reference to this Form 40-F and the AIF, may not be comparable to information made public by U.S. companies subject
to the reporting and disclosure requirements of the SEC.
DISCLOSURE
CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
At
the end of the period covered by this annual report on Form 40-F, an evaluation was carried out under the supervision of, and
with the participation of our management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer
(“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in
Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). Based on that evaluation, the CEO and the CFO have concluded that as
of the end of the period covered by this annual report, our disclosure controls and procedures were adequately designed and effective
in ensuring that: (i) information required to be disclosed by us in reports that we file or submit to the SEC under the Exchange
Act is recorded, processed, summarized and reported within the time periods specified in applicable SEC rules and forms and (ii)
material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our
management, including the CEO and the CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.
Management’s
Annual Report on Internal Control over Financial Reporting
For
management’s report on internal control over financial reporting, see “Internal Controls over Financial Reporting”
in our MD&A attached as Exhibit 99.3 to this annual report on Form 40-F and incorporated by reference herein.
Attestation Report of the Independent Registered Public Accounting Firm
Our
independent registered public accounting firm has issued an attestation report on our internal control over financial reporting
as of December 31, 2019, which immediately precedes the audited consolidated financial statements included as part of Exhibit
99.2 to this annual report on Form 40-F and incorporated by reference herein.
Changes
in Internal Controls over Financial Reporting
During
the fiscal year ended December 31, 2019, no changes occurred in our internal control over financial reporting that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Certifications
See
Exhibits 31.1, 31.2, 32.1 and 32.2 to this Form 40-F.
CORPORATE
GOVERNANCE
We
are subject to a variety of corporate governance guidelines and requirements of the Toronto Stock Exchange, the NYSE (the “NYSE”),
the Canadian Securities Administrators and the SEC. We believe that we meet or exceed the applicable corporate governance requirements.
According to the NYSE Rules, a listed company must adopt and disclose a set of corporate governance guidelines with respect to
specified topics. Such guidelines are required to be posted on the registrant’s website. Although we are listed on the NYSE,
we are not required to comply with all of that exchange’s corporate governance rules which are applicable to U.S. corporations.
The significant ways in which the NYSE governance rules differ for us, as a foreign company, are a reduced quorum requirement
for shareholder meetings, shareholder approval for issuance of common shares that could result in a 20% increase in the number
of outstanding common shares and shareholder approval of certain compensation plans. The guidelines are available for viewing
on our website at http://seabridgegold.net/pdf/ManCorpPolPrac.pdf and are available without charge in print to any shareholder
who requests them. Requests for copies of the guidelines should be made to the Secretary of our company at 106 Front Street East,
Suite 400, Toronto, Ontario, Canada M5A 1E1, Telephone (416) 367-9292.
We review our governance practices and monitor developments
in Canada and the United States on an on-going basis to ensure we remain in compliance with applicable rules and standards. The
Board is committed to sound corporate governance practices which are both in the interest of our shareholders and contribute to
effective and efficient decision making.
AUDIT
COMMITTEE
Audit
Committee
The
Board has a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange
Act. The members of our Audit Committee are identified under the heading “Audit Committee Information” in the AIF
which is attached as Exhibit 99.1 to this annual report on Form 40-F and incorporated by reference herein. In the opinion
of the Board, all members of the Audit Committee are financially literate and independent, as such terms are defined by the NYSE’s
corporate governance listing standards applicable to us and as determined by Rule 10A-3 under the Exchange Act.
Audit
Committee Financial Expert
The
Board has determined that Mr. Richard Kraus, Chairman of the Audit Committee, has the necessary qualifications to be designated
as an “audit committee financial expert” within the meaning of applicable SEC Rules and is an “independent director”,
as defined pursuant to Item 407(d)(5) of SEC Regulation S-K and Section 303A.02 of the New York Stock Exchange Listed Company
Manual. Mr. Kraus is a Certified Public Accountant and an accomplished business leader with a broad range of experience as an
investor, board director, senior executive and business consultant across multiple industries with an emphasis on mining and natural
resources. From 1981-1997 he served in various senior executive roles (including CEO, COO and CFO) of Echo Bay Mines, a major
gold mining company that was acquired by Kinross Gold Corporation in 2003. Mr. Kraus is currently Executive Chairman of The RMH
Group, Inc., a privately owned engineering consulting firm with more than 100 employees. He is a graduate of LaSalle University
where he earned his degree in Business Administration. The SEC has indicated that the designation of an audit committee financial
expert does not make that person an “expert” for any purpose, impose any duties, obligations, or liability on that
person that are greater than those imposed on members of the audit committee and board of directors who do not carry this designation,
or affect the duties, obligations, or liabilities of any other member of the audit committee or board of directors.
Audit
Committee Charter
Our
Audit Committee Charter is available on our website at http://www.seabridgegold.net/governance.php, and is provided in
Schedule A to the AIF, which is attached as Exhibit 99.1 to this annual report on Form 40-F and incorporated by reference
herein. The Charter also is available in print to any shareholder that provides us with a written request. Requests for copies
should be made to the Secretary of our company at 106 Front Street East, Suite 400, Toronto, Ontario, Canada M5A 1E1, Telephone
(416) 367-9292.
PRINCIPAL
ACCOUNTING FEES AND SERVICES – INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
KPMG
LLP acted as our independent registered public accounting firm for the fiscal years ended December 31, 2019 and 2018. For a description
of the total amount billed by KPMG LLP to us for services performed in the last two fiscal years by category of service (audit
fees, audit-related fees, tax fees and all other fees), see Item 9 “Audit Committee Information - External Auditor Service
Fees (by Category)” in the AIF, which is attached as Exhibit 99.1 to this Form 40-F and incorporated by reference
herein.
AUDIT
COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES
For
a description of our pre-approval policies and procedures related to the provision of non-audit services, see Item 9 “Audit
Committee Information- Pre-Approval of Audit and Non-Audit Services Provided by Independent Auditors” in the AIF, which
is attached as Exhibit 99.1 to this Form 40-F and incorporated by reference herein.
OFF-BALANCE
SHEET ARRANGEMENTS
We
do not have any off-balance sheet financing arrangements or relationships with unconsolidated special purpose entities.
CODE
OF BUSINESS ETHICS
We
have adopted a Code of Business Ethics (the “Code”) covering our executive officers and directors. The Code is available
on our website at http://seabridgegold.net/pdf/ManCorpPolPrac.pdf and from our office at the address listed on the cover of this
Form 40-F.
All
amendments and all waivers of the Code to the officers covered by it will be posted on our website, furnished to the SEC as required,
and provided to any shareholder who requests them. During the fiscal year ended December 31, 2019, we did not grant any waiver,
including an implicit waiver, from a provision of the Code to any executive officer or director.
CONTRACTUAL
OBLIGATIONS
The
required disclosure is included under the heading “Contractual Obligations” in our MD&A attached as Exhibit
99.3 to this annual report on Form 40-F and incorporated by reference herein. Amounts shown for mining leases include estimates
of option payments, mineral lease payments, work commitments and tax levies that are required to maintain our interest in the
mineral projects.
MINE
SAFETY DISCLOSURE
Pursuant
to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, issuers that are operators, or that
have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic
reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments
and legal actions, and mining-related fatalities under the regulation of the Federal Mine safety and Health Administration under
the Federal Mine Safety and Health Act of 1977. During the fiscal year ended December 31, 2019, we were not an operator, of a
coal or other mine in the United States.
NOTICES
PURSUANT TO REGULATION BTR
We
did not send any notices required by Rule 104 of Regulation BTR during the fiscal year ended December 31, 2019 concerning any
equity security subject to a blackout period under Rule 101 of Regulation BTR.
ADDITIONAL
INFORMATION
Additional
information relating to us, including the Audited Financial Statements, the MD&A and the AIF, can be found on SEDAR at www.sedar.com,
on the SEC website at www.sec.gov, or on our website at www.seabridgegold.net. Shareholders may also contact the Secretary
of our company by phone at (416) 367-9292 or by e-mail at info@seabridgegold.net to request copies of these documents and
this annual report on Form 40-F.
CONTACTING
THE BOARD
Shareholders,
employees and other interested parties may communicate directly with the Board by:
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writing
to:
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Rudi
Fronk
Chairman
and CEO
Seabridge
Gold, Inc.
106
Front Street, East, 4th Floor
Toronto,
Ontario, Canada M5A 1E1
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calling:
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(416)
367-9292
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emailing:
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rudi@seabridgegold.net
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UNDERTAKING
AND CONSENT TO SERVICE OF PROCESS
We
undertake to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to
furnish promptly, when requested to do so by the SEC staff, information relating to: the securities registered pursuant to Form
40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said
securities.
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B.
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Consent
to Service of Process
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We
have previously filed with the SEC a written consent to service of process and power of attorney on Form F-X. Any change to the
name or address of our agent for service shall be communicated promptly to the SEC by amendment to the Form F-X referencing our
file number.
SIGNATURES
Pursuant
to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F
and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
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Seabridge
Gold Inc.
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By:
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/s/
Rudi P. Fronk
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Rudi
P. Fronk
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Chairman
and Chief Executive Officer
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Date:
March 27, 2020
EXHIBITS
Consents
Certifications
Annual
Information
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*
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To
be filed by amendment.
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