Amended Annual Report (foreign Private Issuer) (40-f/a)
April 03 2020 - 02:51PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
40-F/A
Amendment No. 1
☐ 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.
This
Form 40-F/A 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.
This
Amendment No. 1 to the Annual Report on Form 40-F (“Amendment No. 1”) amends the Annual Report on Form 40-F of Seabridge
Gold Inc. for the year ended December 31, 2019, which was originally filed with the U.S. Securities and Exchange Commission on
March 30, 2020 (the “Original Annual Report”). This Amendment No. 1 is being filed solely to include Exhibit 23.12 the
Consent of SRK Consulting (Canada) Inc. and Stephen Day.
Except
as described above, the Original Annual Report remains unchanged. This Amendment No. 1 does not reflect events occurring after
the filing of the Original Annual Report, or modify or update those disclosures. Accordingly, this Amendment No. 1 should be read
in conjunction with the Original Annual Report.
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/A
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:
April 3, 2020
EXHIBITS
Consents
Certifications
Annual Information
3
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