Seabridge Gold Announces Agreement Renewing At-The-Market Offering Toronto, Canada …
106 Front Street East, Suite 400, Toronto, O N M5A 1E1, Canada
416-367-9292 www.seabridgegold. com
NEWS RELEASE
Trading Symbols: TSX: SEA FOR IMMEDIATE RELEASE
NYSE: SA January 24, 2025
Seabridge Gold Announces Agreement Renewing At-The-Market Offering
Toronto, Canada … Seabridge Gold Inc. (TSX:SEA) (NYSE:SA) (the "Company " or " Seabridge")
announced today that it has entered into a Controlled Equity OfferingSM Sales Agreement dated
January 24, 2025 (the "Sales Agreement") with Cantor Fitzgerald & Co. (the " Lead Agent") and
RBC Capital Markets, LLC. (together 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$100 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 Instrum ent 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$7 50 million Shelf Registration
Statement expires in February 2027. Net proceeds from the ATM Facility, if any, may be used to
advance non- flow through eligible exploration and advancement of the Company's projects,
potential future acquisitions, and for working capital and general corporate purposes.
Seabridge Chairman and CEO Rudi Fronk noted that the Company has had similar ATM facilities
in place for many years. “ This agreement replaces a previous agreement which has lapsed. We
have found that our ATM programs in the past have provided us with considerable flexibility to
raise funds on an efficient basis, when needed. Any share issuance under the ATM is fully
disclosed in our financial statements.”
The Offering will be made by way of a prospectus supplement dated January 24, 2025 (the
"Prospectus Supplement") to the Company's existing Canadian short form base shelf
prospectus and U.S. registration statement on Form F-10 dated January 17, 2025 (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 important detailed information about the securi ties 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 b e available for free by visiting the Company's
profiles on the SEDAR + website maintained by the Canadian Securities Administrators at
https://www.sedarplus.ca 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 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
the Yukon Territory. 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.
Neither the Toronto Stock Exchange, New York Stock Exchange, nor their Regulation Services Providers accepts responsibility
for the adequacy or accuracy of this release.
Forward Looking Statements
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, e stimates,
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 plann ed 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, 20 23 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
For further information please contact:
Rudi P. Fronk, Chairman and CEO
Tel: (416) 367-9292 • Fax: (416) 367-2711
Email: [email protected]