. Failure to Comply with This Restriction May Constitute a Violation of United States Securities Laws
Seabridge Gold Inc.
NOT FOR DISSEMINATION IN THE UNITED
STATES
. FAILURE TO COMPLY
WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED
STATES SECURITIES LAWS
News Release
Trading Symbols:
TSX: SEA
F
OR
I
MMEDIATE
R
ELEASE
NYSE: SA
August 2
,
201
9
Seabridge Gold
Closes
$
1
7
.0
Million
Private Placement
Toronto,
Canada...
Seabridge Gold Inc.
(TSX:SEA)(NYSE:SA) (the “Company” or “Seabridge”)
announced today
that it has
closed its previously announced
non
-
brokered
private placement
with
a single
purchaser for
one million
common
shares of the Company
at a price of $
1
7
.0
2
per share for gross proceeds
of $
1
7
,0
2
0,000
.
No commissions
were
payable on this transaction.
The proceeds from the
financing
will be
used to fund
general working capital
requirements
.
The f
inancing
was
made by way of private placement
and
the issued shares
are
subject to a four
-
month hold
period
expiring
on December
3
, 2019
.
Seabridge has
granted
the private placee
a
n
option
to
purchase
an
additional
2
0
0,000 common shares
at the same price
until
August
2
2
, 201
9
.
This press release is not an offer of common shares for sale in the United States.
The common shares may
not be offered or sold in the United States absent registration
or an available exemptio
n from the registration
requirements of
the US. Securities Act of 1933, as amended
(the “U.S. Securities Act”) and applicable U.S.
state securities laws.
Seabridge will not make any public offering of the securities in the United States.
The
common shares
have not been and will not be registered under the U.S. Securities Act, or any state securities
laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be
any sale of these securities, in any
jurisdiction in which such offer, solicitation or sale would be unlawful.
Seabridge Gold holds a 100% interest in several North American gold resource projects. The Company’s
principal assets are the KSM and
Iskut
properties located near Stewart, British Columbia, Canada and the
Courageous Lake gold project located in Canada’s Northwest Territories. For a breakdown of Seabridge’s
mineral reserves and resources by project and category please visit the Company’s webs
ite at
http://www.seabridgegold.net/resources.php.
Neither the Toronto Stock Exchange, New York Stock Exchange, nor their Regulation Services Providers accepts
responsibility for the adequacy or accuracy of this release.
All reserve and resource estima
tes reported by the Corporation 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. Sec
urities and Exchange Commission. Mineral resources which are not mineral reserves do not have
demonstrated economic viability.
Statements relating to planned exploration work at the Company's projects
and on the timing of completion of the private placeme
nt
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 th
at are
not historical facts and are generally, but not always, identified by words such as the following: expects, plans, aims, anti
cipates,
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
o
ffering. 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 d
iffer 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 resul
ting 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 environment
al issues
at the Company's projects; the pos
sibility 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 o
ther
risks and uncertainties, incl
uding those described in the Company's December 31, 201
8
Annual Information Form filed with SEDAR
in Canada (available at www.sedar.com) 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
For further information please contact:
Rudi Fronk, Chairman and CEO
Tel: (416) 367
-
9292
Fax: (416) 367
-
2711
Email: