Base Shelf Prospectus Accessible and
Prospectus Supplement to be Accessible on SEDAR+
Trading Symbols: TSX: SEA
NYSE: SA
TORONTO, Feb. 13,
2025 /CNW/ - Seabridge Gold Inc. (TSX: SEA) (NYSE:
SA) ("Seabridge" or the "Company") announced today it has entered
into an agreement with RBC Capital Markets and Cantor Fitzgerald
Canada Corporation (together the "Co-Lead Underwriters"), as
co-lead underwriters and joint bookrunners on behalf of a syndicate
of underwriters (collectively, the "Underwriters"), to purchase, on
a bought deal basis, 6,540,000 common shares of the Company (the
"Offered Shares") at the price of US$12.25 per Offered Share (the "Issue Price")
for aggregate gross proceeds of approximately US$80 million (the "Offering"). The Underwriters
will have an option to purchase up to an additional 15% of the
Offered Shares issued in the Offering at the Issue Price to cover
over-allotments, exercisable in whole or in part, at any time until
30 days after the closing of the Offering.
Concurrent with the Offering, Seabridge has also entered into a
subscription agreement with a strategic investor (the "Strategic
Investor") to purchase 1,640,000 common shares of the Company on
substantially the same terms as the Offering for aggregate gross
proceeds of approximately US$20
million (the "Private Placement"). Seabridge expects to
raise aggregate gross proceeds of approximately US$100 million (equivalent to approximately
C$143 million) between both the
Offering and the Private Placement (together, the "Financing").
The Financing is expected to close on or about February 19, 2025 and is subject to certain
conditions including, but not limited to, the receipt of all
necessary approvals, including the approval of the Toronto Stock
Exchange ("TSX") and the New York Stock Exchange ("NYSE"). The net
proceeds of the Financing will be used by the Company to make the
payments to BC Hydro contracted for completion of the KSM switching
station; complete a program to collect all remaining anticipated
field data for, and undertake early value engineering to support, a
KSM bankable feasibility study; fund other costs associated with
ongoing activities at the Company's 100%-owned KSM gold-copper
project in northeast British Columbia,
Canada; and for general corporate purposes.
Seabridge Chairman and CEO Rudi
Fronk commented: "We have committed to approximately
$150 million in work at our KSM
project in 2025 to continue moving it forward and to maintain our
commitment to our indigenous partners and local communities. The
work includes critical path items to position KSM for a future
partnership and establish the path of future work."
The Offering will be made by way of a prospectus supplement (the
"Prospectus Supplement") to the Company's base shelf prospectus
(the "Base Shelf Prospectus") and related U.S. registration
statement on Form F-10 (SEC File No. 333-283616) (the "Registration
Statement"). The Prospectus Supplement has been filed with the
securities commissions in each of the provinces of Ontario, British
Columbia, Alberta,
Manitoba, Saskatchewan, Nova
Scotia and Yukon and the
United States Securities and Exchange Commission (the "SEC").
Access to the Base Shelf Prospectus, the Prospectus Supplement, and
any amendment to the documents is provided in accordance with
securities legislation relating to procedures for providing access
to a shelf prospectus supplement, a base shelf prospectus and any
amendment. The Prospectus Supplement (together with the related
Base Shelf Prospectus) will be available on SEDAR+ at
www.sedarplus.ca and on the SEC's website at www.sec.gov.
Alternatively, the Prospectus Supplement may be obtained, when
available, upon request by contacting the Company at 106 Front
Street East, Suite 400, Toronto, Ontario,
Canada M5A 1E1, Telephone (416) 367-9292; RBC Dominion
Securities Inc., 180 Wellington Street West, 8th Floor,
Toronto, ON M5J 0C2, Attention:
Distribution Centre, by e-mail at Distribution.RBCDS@rbccm.com; RBC
Capital Markets, LLC, Attention: Equity Capital Markets, 200 Vesey
Street, New York, New York 10281,
by telephone at 877-822-4089 or by email at
equityprospectus@rbccm.com; Cantor Fitzgerald Canada Corporation,
attention: Equity Capital Markets, 181 University Avenue, Suite
1500, Toronto, Ontario, M5H 3M7,
email: ecmcanada@cantor.com; or Cantor Fitzgerald & Co.,
Attention: Capital Markets, 110 East 59th Street, 6th Floor,
New York, New York 10022, or by
email at prospectus@cantor.com.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy securities, nor will there be any
sale of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
The securities being offered have not been approved or disapproved
by any regulatory authority, nor has any such authority passed upon
by the accuracy or adequacy of the Prospectus Supplement, the Base
Shelf Prospectus or the Registration Statement.
Neither the Toronto Stock Exchange, New York Stock Exchange,
nor their Regulation Services Providers accepts responsibility for
the adequacy or accuracy of this release.
About Seabridge Gold
Seabridge holds a 100% interest in several North American gold
projects. Seabridge's principal asset, the KSM project, and its
Iskut project, are located in
Northwest British Columbia,
Canada's "Golden Triangle", the Courageous Lake project is
located in Canada's Northwest Territories, the Snowstorm project
in the Getchell Gold Belt of Northern
Nevada and the 3 Aces project is set in Yukon. For a full breakdown of Seabridge's
Mineral Reserves and Mineral Resources by category please visit the
Company's website at http://www.seabridgegold.com.
Forward Looking Statements
All reserve and
resource estimates reported by Seabridge or in respect of the
Snowfield Property were calculated in accordance with the Canadian
National Instrument 43-101 and the Canadian Institute of Mining and
Metallurgy Classification system. These standards differ
significantly from the requirements of the U.S. Securities and
Exchange Commission. Mineral resources which are not mineral
reserves do not have demonstrated economic viability.
Statements relating to the use of proceeds and timing of
closing of the Financing, obtaining security regulatory approvals
and status of the KSM project are "forward-looking information"
within the meaning of Canadian securities legislation and
forward-looking statements within the meaning of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements are statements that are not historical facts and are
generally, but not always, identified by words such as the
following: expects, plans, aims, anticipates, believes, intends,
estimates, projects, assumes, potential and similar expressions,
and, being estimates, resource and reserve estimates are also
forward-looking statements. Forward-looking statements also include
reference to events or conditions that will, would, may, could or
should occur, including in relation to the use of proceeds from the
offering. These forward-looking statements are necessarily based
upon a number of estimates and assumptions that, while considered
reasonable at the time they are made, are inherently subject to a
variety of risks and uncertainties which could cause actual events
or results to differ materially from those reflected in the
forward-looking statements, including, without limitation:
uncertainties related to raising sufficient financing to fund the
planned work in a timely manner and on acceptable terms; changes in
planned work resulting from logistical, technical or other factors;
the possibility that results of work will not fulfill
projections/expectations and realize the perceived potential of the
Company's projects; uncertainties involved in the interpretation of
drilling results and other tests and the estimation of gold
reserves and resources; risk of accidents, equipment breakdowns and
labour disputes or other unanticipated difficulties or
interruptions; the possibility of environmental issues at the
Company's projects; the possibility of cost overruns or
unanticipated expenses in work programs; the need to obtain permits
and comply with environmental laws and regulations and other
government requirements; fluctuations in the price of gold and
other risks and uncertainties, including those described in the
Company's December 31, 2023 Annual
Information Form filed with SEDAR+ in Canada (available at www.sedarplus.ca) and the
Company's Annual Report Form 40-F filed with the SEC on EDGAR
(available at www.sec.gov/edgar.shtml).
ON BEHALF OF THE
BOARD
"Rudi Fronk"
Chairman and CEO
SOURCE Seabridge Gold Inc.
