Seabridge Gold Announces Agreement for At-The-Market Offering
106 Front Street East, Suite 400, Toronto, O N M5A 1E1, Canada
Telephone: 416 -367-9292 www.seabridgegold. com
News Release
Trading Symbols: TSX: SEA FOR IMMEDIATE RELEASE
NYSE: SA January 22, 2021
Seabridge Gold Announces Agreement for At-The-Market Offering
Toronto, Canada – Seabridge Gold Inc. (TSX:SEA) (NYSE:SA) (the "Company" or "Seabridge") announces that
it has entered into a Controlled Equity Offering SM Sales Agreement dated January 22, 2021 (the "Sales
Agreement") with Cantor Fitzgerald & Co. (the "Lead Agent") and B. Riley Securities, Inc. (collectively 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,
such number of common shares of the Company (the "Common Shares") that would result in aggregate
gross proceeds to the Company of up to US$75 million (the "Offering" or "ATM Facility"). Sales of the
Common Shares, if any, will be made in "at the market distributions", as defined in Natio nal 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 offers or sales of Common Shares will be made in Canada through
the facilities of the Toronto Stock Exchange or other trading markets.
The program can be in effect until Seabridge’s current US$775 million Shelf Registratio n Statement
expires in January 2023. Net proceeds from the ATM Facility, if any, will be used to advance non -flow
through eligible exploration and development of the Company's projects, potential future acquisitions,
and for working capital and general corporate purposes.
The Offering will be under a prospectus supplement dated January 22, 2021 (the "Prospectus Supplement")
to the Company's existing Canadian short form base shelf prospectus and U.S. registration statement on
Form F- 10, as amended (File No. 333 -251081), dated December 3, 2020 (collectively the "Offering
Documents"). The Prospectus Supplement will be filed with Securities Commissions in Canada and the
U.S. Securities and Exchange Commission (the “SEC”). The Offering Documents will contain impor t ant
detailed information about the securities being offered. Before you invest, you should read the Offering
Documents and the documents incorporated therein for more complete information about the Company
and the Offering. Copies of the Sales Agreement and the Offering Documents will be available for free by
visiting the Company's profiles on the SEDAR website maintained by the Canadi an Securities
Administrators 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 offer, 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 category
please visit Seabridge's website at Reserves/Resources.
Neither the Toronto Stock Exchange, New York Stock Exchange, nor their Regulation Services 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 Canadian securities laws (together, "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 anticipated use of
proceeds from such sales and the Company's financing 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 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 oc cur, 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 Co mpany'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 interru ptions; 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 requi rements;
fluctuations in the price of gold and other risks and uncertainties, including those described in the Company's December 31,
2019 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 P. Fronk, Chairman and CEO
Tel: (416) 367-9292 • Fax: (416) 367-2711
Email: [email protected]