Seabridge Gold Announces Agreement for At-The-Market Offering Program is part of an existing C$100 million Shelf Registration Statement
Seabridge Gold
News Release
T r a d i n g S y m b o l s : T S X : S E A FOR IMMEDIATE RELEASE
N Y S E : S A O c t o b e r 1 1 , 2 0 1 9
Seabridge Gold Announces Agreement for At-The-Market Offering
Program is part of an existing C$100 million Shelf Registration Statement
Seabridge Gold Inc. (TSX:SEA) (NYSE:SA) (the "Company" or "Seab ridge") announces that it has entered into a
Controlled Equity Offering SM Sales Agreement dated October 11, 2019 (the "Sales Agreement") with Cantor
Fitzgerald & Co. (the "Lead Agent") and B. Riley FBR, Inc. (col lectively with the Lead Agent, the "Agents").
Pursuant to the Sales Agreement, the Company will be entitled, at its discretion and from time-to-time during the
term of the Sales Agreement, to sell, through the Lead Agent, s uch number of common shares of the Company (the
"Common Shares") that would result in aggregate gross proceeds to the Company of up to US$40 million (the
"Offering" or "ATM Facility"). Sales of the Common Shares, if any, will be made in "at the market distributions", as
defined in National Instrument 44-102 – Shelf Distributions, directly on the New York Stock Exchange ("NYSE") or
on any other existing trading market in the United States. No o ffers or sales of Common Shares will be made in
Canada through the facilities of the Toronto Stock Exchange or other trading markets
With the Company’s recent completion of a non-brokered C$20.4 m illion equity financing, there is no immediate
intent to utilize the ATM Facility. The program can be in effect until Seabridge’s current and unused C$100 million
Shelf Registration Statement expires in June 2021. Net proceeds from the ATM Facility, if any, will be used to
advance non-flow through eligible exploration and development o f the Company's projects, potential future
acquisitions, and for working capital and general corporate purposes.
The Offering will be made by way of a prospectus supplement dated October 11, 2019 (the "Prospectus Supplement")
to the Company's existing Canadian short form base shelf prospe ctus and U.S. registration statement on Form F-10,
as amended (File No. 333-229373), dated April 29, 2019 and May 1, 2019 respectively (collectively the "Offering
Documents"). The Prospectus Supplement will be filed with Secur ities Commissions in Canada and the U.S.
Securities and Exchange Commission (the “SEC”). The Offering Do cuments will contain important detailed
information about the securities being offered. Before you inv est, you should read the Offering Documents and the
documents incorporated therein for more complete information ab out the Company and the Offering. Copies of the
Sales Agreement and the Offering Documents will be available fo r free by visiting the Company's profiles on the
SEDAR website maintained by the Canadian Securities Administrat ors at www.sedar.com or the SEC's website at
www.sec.gov, as applicable.
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 of fer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such jurisdiction.
ABOUT SEABRIDGE
Seabridge holds a 100% interest in several North American gold projects. Seabridge's principal assets are the KSM
Project and Iskut Project located near Stewart, British Columbia, Canada, the Courageous Lake gold project located
in Canada's Northwest Territories and Snowstorm in the Getchell Gold Belt of Northern Nevada. For a full breakdown
of Seabridge's mineral reserves and mineral resources by catego ry please visit Seabridge's website at
http://www.seabridgegold.net/resources.php.
Neither the Toronto Stock Exchange, New York Stock Exchange, nor their Regulation Serv ices Providers accepts responsibility for the
adequacy or accuracy of this release.
This news release contains 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 Canadi an securities laws (t ogether, "forward-looking statements"). Such
forward-looking statements include, but are not limited to, statements regarding the anticipated offering of Common Shares under the ATM
Facility, the proceeds from sales under the ATM Facility, the antic ipated use of proceeds from such sales and the Company's fin ancing
options. 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 exp ressions, 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 offeri ng. These
forward-looking statements are necessarily based upon a number of estima tes and assumptions that, wh ile considered reasonable a t the
time they are made, are inherently subject to a variety of risks and uncertainties which could cause actual events or results t o 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 a cceptable terms; changes in planned work resulting from logistica l,
technical or other factors; the possibility that results of wo rk will not fulfill projections/expectations and realize the perceived potential of
the Company's projects; uncertainties involved in the interpreta tion of drilling results and othe r tests and the estimation of gold reserves
and resources; risk of accidents, equipmen t breakdowns and labour disputes or other unanticipated difficult ies 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 la ws and regulations and other governm ent requirements; fluctuations in the
price of gold and other risks and uncertainties, including those described in the Company's December 31, 2018 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).
O N B E H A L F O F T H E B O A R D
"Rudi Fronk"
Chairman and CEO
For further information please contact:
Rudi P. Fronk, Chairman and CEO
Tel: (416) 367-9292 Fax: (416) 367-2711
Email: [email protected]