UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F/A
Amendment No.1
☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒
ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
Commission file number: 001-32135
Seabridge Gold Inc.
(Exact name of Registrant as specified in its
charter)
| Canada | | 1040 | | Not Applicable |
(Province or other jurisdiction of
incorporation or organization) | | (Primary Standard Industrial
Classification Code Number) | | (I.R.S. Employer
Identification No.) |
106 Front Street East, Suite 400
Toronto, Ontario Canada M5A 1E1
(416) 367-9292
(Address and telephone number of Registrant’s
principal executive offices)
Corporation Service Company
1180 Sixth Avenue
New York, New York 10036
(212) 299-5656
(Name, address and telephone number of agent for
service in the United States)
Securities registered or to be registered pursuant to Section 12(b)
of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Shares | | SA | | New York Stock Exchange |
Securities registered pursuant to Section 12(g)
of the Act.
None
(Title of Class)
Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act.
None
(Title of Class)
For annual reports, indicate by check mark the
information filed with this form:
| ☒ Annual Information Form | ☒ Audited Annual Financial Statements |
Indicate the number of outstanding shares of
the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: [81,339,012] Common
Shares (as at December 31, 2022).
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past
90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
☒ No ☐
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company ☐
If an emerging growth company that prepares its
financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange
Act. ☐
| † | The term “new or revised
financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards
Codification after April 5, 2012. |
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☒
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
The annual report
on Form 40-F shall be incorporated by reference into or as an exhibit to, as applicable, the Registrant’s Registration Statements
under the Securities Act of 1933, as amended: Form F-10 (File No. 333-268485) and Form S-8 (File
No. 333-211331).
EXPLANATORY NOTE
Seabridge Gold Inc. (the
“Registrant” or “we” or “us”) is a Canadian issuer eligible to file its annual report pursuant to
Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F (“Form 40-F”)
pursuant to the multi-jurisdictional disclosure system of the Exchange Act. We are a “foreign private issuer” as defined
in Rule 3b-4 under the Exchange Act. Accordingly, our equity securities are exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of
the Exchange Act pursuant to Rule 3a12-3.
This Amendment No. 1 to the Annual
Report on Form 40-F (“Amendment No. 1”) amends the Annual Report on Form 40-F of Seabridge Gold Inc. for the year ended December
31, 2022, which was originally filed with the U.S. Securities and Exchange Commission on March 31, 2023 (the “Original Annual Report”).
This Amendment No. 1 is being filed because a filing error, caused by a clerical mistake during the filing, had exhibit 99.1 overwritten
with exhibit 99.2. Amendment No.1 therefore fixes the issue and re-files the 40-F with Exhibit 99.1 being the correct exhibit.
Except as described above, the Original Annual Report remains unchanged.
This Amendment No. 1 does not reflect events occurring after the filing of the Original Annual Report, or modify or update those disclosures.
PRINCIPAL DOCUMENTS
The following documents have
been filed as part of this Annual Report on Form 40-F and incorporated by reference herein:
A. Annual Information Form
For our Annual Information
Form (the “AIF”) for the year ended December 31, 2022, see Exhibit 99.1 of this Annual Report on Form 40-F.
B. Audited Annual Financial Statements
For our audited annual financial
statements (“Audited Financial Statements”), for the years ended December 31, 2022 and December 31, 2021, including the Report
of Independent Registered Public Accounting Firm, see Exhibit 99.2 of this Form 40-F. The Audited Financial Statements are stated
in Canadian Dollars (CDN$) and are prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International
Accounting Standards Board (IASB).
C. Management’s Discussion
and Analysis
For our management’s
discussion and analysis (the “MD&A”) for the year ended December 31, 2022, see Exhibit 99.3 of this Form 40-F.
FORWARD-LOOKING STATEMENTS
This Form 40-F and the exhibits
attached hereto contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as
amended (the “Securities Act”), and Section 21E of the Exchange Act, and forward-looking information within the meaning of
Canadian securities laws concerning our projects, business approach and plans, including estimated production, capital, operating and
cash flow estimates and other matters at our projects. Any statements that express or involve discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words
or phrases such as “expects”, “anticipates”, “plans”, “projects”, “estimates”,
“assumes”, “intends”, “strategy”, “goals”, “objectives” or variations thereof
or stating that certain actions, events or results “may”, “could”, “would”, “might” or
“will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements
of historical fact and may be forward-looking statements and forward-looking information (collectively referred to in the following information
simply as “forward-looking statements”). In addition, statements concerning mineral reserve and mineral resource estimates
constitute forward-looking statements to the extent that they involve estimates of the mineralization expected to be encountered if a
mineral property is developed and the economics of developing a property and producing minerals.
Forward-looking statements
are necessarily based on estimates and assumptions made by us in light of our experience and perception of historical trends, current
conditions and expected future developments. In making the forward-looking statements in this Form 40-F and the exhibits attached hereto,
we have applied several material assumptions including, but not limited to, the assumption that: (i) any additional financing needed
will be available on reasonable terms; (ii) the potential for production at our mineral projects will continue operationally, legally,
economically and socially; (iii) market fundamentals will result in sustained demand and prices for gold and copper, and to a much lesser
degree, silver and molybdenum; and (iv) estimated resources at our projects have merit and there is continuity of mineralization as reflected
in such estimates.
Forward-looking statements
are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ
from those expressed or implied by the forward-looking statements, including, without limitation:
| ● | our history of net losses and
negative cash flows from operations and expectation of future losses and negative cash flows from operations; |
| ● | risks related to our ability to
continue its exploration activities and future advancement activities, and to continue to maintain corporate office support of these
activities, which are dependent on our ability to enter into joint ventures, to sell property interests or to obtain suitable financing; |
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● |
the Issuer’s indebtedness requires payment of quarterly interest
and, in certain circumstances, may require repayment of principal and the Issuer’s principal sources for funds for repayment
are capital markets and asset sales; |
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● |
uncertainty of whether the reserves estimated on our mineral properties
will be brought into production; |
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● |
uncertainties relating to the assumptions underlying our reserve and
resource estimates; |
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● |
risks related to obtaining and maintaining all necessary permits and
governmental approvals, or extensions/renewals thereof, for exploration and development activities, including in respect of environmental
regulation, and the risk that our EAC might expire before the KSM Project is declared to be substantially started; |
| |
● |
uncertainty of estimates of capital costs, operating costs, production
and economic returns; |
| |
● |
risks relating to the commencement of site access and early site preparation
construction activities at the KSM Project; |
| |
● |
risks related to commercially producing precious metals and copper
from our mineral properties; |
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● |
risks related to fluctuations in the market price of gold, copper and
other metals; |
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● |
risks related to fluctuations in foreign exchange rates; |
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● |
mining, exploration and development risks that could result in damage
to mineral properties, plant and equipment, personal injury, environmental damage and delays in mining, which may be uninsurable
or not insurable in adequate amounts; |
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● |
risks related to unsettled First Nations rights and title and settled
Treaty Nations’ rights and uncertainties relating to the application of the United Nations Declaration on the Rights of Indigenous
Peoples to the laws in Canadian jurisdictions; |
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● |
risks related to increases in demand for exploration, advancement and
construction services and equipment, and related cost increases; |
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● |
uncertainty related to title to our mineral properties and rights of
access over or through lands subject to third party rights, interests and mineral tenures; |
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increased competition in the mining industry; |
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ongoing concerns regarding carbon emissions and the impacts of measures
taken to induce or mandate lower carbon emissions on the ability to secure permits, finance projects and generate profitability at
a project; |
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● |
risks related to climate and climate change that may adversely impact
our ability to conduct current and proposed operations, increase operating costs, delay execution or reduce the profitability of
a future mining operation; |
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our need to attract and retain qualified management and personnel; |
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risks related to some of our directors’ and officers’ involvement
with other natural resource companies; |
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risks associated with impacts from the spread of, and measures taken
to address the spread of, the COVID-19 virus |
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our classification as a “passive foreign investment company”
under the tax code; |
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● |
risks associated with the use of information technology systems and
cybersecurity; |
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● |
uncertainty surrounding an audit by the Canada Revenue Agency (“CRA”)
of Canadian exploration expenses incurred by the Registrant during the 2014, 2015 and 2016 financial years which the Registrant has
renounced to subscribers of flow-through share offerings and the CRA’s decision to reassess such subscribers; and |
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● |
the reassessment by the CRA of our refund claim for the 2010 and 2011
financial years in respect of the British Columbia Mining Exploration Tax Credit; |
This list is not exhaustive
of the factors that may affect any of our forward-looking statements. Forward-looking statements are statements about the future and
are inherently uncertain, and actual achievements or other future events or conditions may differ materially from those reflected in
the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those referred
to in our AIF attached hereto as Exhibit 99.1 under the heading “Risk Factors” and elsewhere in the AIF, and in the
documents incorporated by reference in this Form 40-F and the AIF. In addition, although we have attempted to identify important factors
that could cause actual achievements, events or conditions to differ materially from those identified in the forward-looking statements,
there may be other factors that cause achievements, events or conditions not to be as anticipated, estimated or intended. It is also
noted that while we engage in exploration and development of our properties, we will not undertake production activities by ourselves.
These forward-looking statements
are based on the beliefs, expectations and opinions of management on the date the statements are made and we do not assume any obligation
to update forward-looking statements, except as required by applicable securities laws, if circumstances or management’s beliefs,
expectations or opinions should change. For the reasons set forth above, persons should not place undue reliance on forward-looking statements.
CURRENCY
Unless otherwise indicated,
all dollar amounts in this Form 40-F are in Canadian dollars.
NOTE TO UNITED STATES READERS-
DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES
We are permitted under the
multi-jurisdictional disclosure system adopted by the United States Securities and Exchange Commission (the “SEC”), to prepare
this Form 40-F in accordance with Canadian disclosure requirements, which differ from those of the SEC. We have prepared our financial
statements, which are filed as Exhibit 99.2 to this Form 40-F, in accordance with International Financial Reporting Standards
as issued by the International Accounting Standards Board, and they are not comparable with financial statements of U.S. and other companies
prepared in accordance with U.S. generally accepted accounting principles.
RESOURCE AND RESERVE ESTIMATES
The Registrant’s AIF,
attached as Exhibit 99.1 to this annual report on Form 40-F, and the MD&A, attached as Exhibit 99.3 to this annual
report on Form 40-F, have been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ
from the requirements of United States securities laws. Mineral resource estimates included in this annual report on Form 40-F and in
any document incorporated by reference herein or therein have been prepared in accordance with, and use terms that comply with, the reporting
standards in accordance with Canadian National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI
43-101”). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public
disclosure an issuer makes of scientific and technical information concerning mineral projects. In accordance with NI 43-101, the Registrant
uses the terms mineral reserves and resources as they are defined in accordance with the CIM Definition Standards on mineral reserves
and resources (the “CIM Definition Standards”) adopted by the Canadian Institute of Mining, Metallurgy and Petroleum.
For United States reporting
purposes, the SEC has adopted amendments to its disclosure rules (the “SEC Modernization Rules”) to modernize
the mining property disclosure requirements for issuers whose securities are registered with the SEC under the U.S. Securities Exchange
Act of 1934, as amended (the “U.S. Exchange Act”). The SEC Modernization Rules more closely align the SEC’s
disclosure requirements and policies for mining properties with current industry and global regulatory practices and standards, including
NI 43-101, and replace the historical property disclosure requirements for mining registrants that were included in Industry
Guide 7 under the U.S. Securities Act. As a foreign private issuer that is eligible to file reports with the SEC pursuant to the
MJDS, the Registrant is not required to provide disclosure on its mineral properties under the SEC Modernization Rules and
provides disclosure under NI 43-101 and the CIM Definition Standards. Accordingly, mineral reserve and mineral resource information
contained or incorporated by reference herein may not be comparable to similar information disclosed by United States companies.
As a result of the adoption
of the SEC Modernization Rules, the SEC recognizes estimates of “measured mineral resources”, “indicated
mineral resources” and “inferred mineral resources.” In addition, the SEC has amended its definitions of “proven
mineral reserves” and “probable mineral reserves” to be “substantially similar” to the corresponding CIM
Definition Standards that are required under NI 43-101. While the above terms are “substantially similar” to CIM
Definitions, there are differences in the definitions under the SEC Modernization Rules and the CIM Definition Standards. There
is no assurance any mineral reserves or mineral resources that the Registrant may report as “proven mineral reserves”, “probable
mineral reserves”, “measured mineral resources”, “indicated mineral resources” and “inferred mineral
resources” under NI 43-101 would be the same had the Registrant prepared the reserve or resource estimates under the
standards adopted under the SEC Modernization Rules.
Accordingly, information
contained in this annual report on Form 40-F and the portions of documents incorporated by reference herein contain descriptions of the
Registrant’s mineral deposits that may not be comparable to similar information made public by U.S. companies who prepare their
disclosure in accordance with U.S. federal securities laws and the rules and regulations thereunder.
DISCLOSURE CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
At the end of the period
covered by this annual report on Form 40-F, an evaluation was carried out under the supervision of, and with the participation of our
management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), of the effectiveness
of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange
Act). Based on that evaluation, the CEO and the CFO have concluded that as of the end of the period covered by this annual report, our
disclosure controls and procedures were adequately designed and effective in ensuring that: (i) information required to be disclosed
by us in reports that we file or submit to the SEC under the Exchange Act is recorded, processed, summarized and reported within the
time periods specified in applicable SEC rules and forms and (ii) material information required to be disclosed in our reports filed
under the Exchange Act is accumulated and communicated to our management, including the CEO and the CFO, as appropriate, to allow for
accurate and timely decisions regarding required disclosure.
Management’s Annual Report on Internal
Control over Financial Reporting
For management’s report
on internal control over financial reporting, see “Internal Controls over Financial Reporting” in our MD&A attached as
Exhibit 99.3 to this annual report on Form 40-F and incorporated by reference herein.
Attestation Report of the Independent Registered
Public Accounting Firm
Our independent registered
public accounting firm has issued an attestation report on our internal control over financial reporting as of December 31, 2022, which
immediately precedes the audited consolidated financial statements included as part of Exhibit 99.2 to this annual report on Form
40-F and incorporated by reference herein.
Changes in Internal Controls over Financial
Reporting
During
the fiscal year ended December 31, 2022, no changes occurred in our internal control over financial reporting that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting with the exception of the implementation
of a new enterprise resource planning (ERP) system. The Company implemented the ERP system to support the development work at KSM,
and believes that the implementation of the ERP system and related changes to internal controls enhances its internal controls over financial
reporting while providing the ability and flexibility to scale its business in the future. Management employed appropriate procedures
to ensure internal controls were in place during and after the conversion.
Certifications
See Exhibits 31.1, 31.2,
32.1 and 32.2 to this Form 40-F.
CORPORATE GOVERNANCE
We are subject to a variety
of corporate governance guidelines and requirements of the Toronto Stock Exchange, the New York Stock Exchange (the “NYSE”),
the Canadian Securities Administrators and the SEC. We believe that we meet or exceed the applicable corporate governance requirements.
According to the NYSE Rules, a listed company must adopt and disclose a set of corporate governance guidelines with respect to specified
topics. Such guidelines are required to be posted on the registrant’s website. Although we are listed on the NYSE, we are not required
to comply with all of that exchange’s corporate governance rules which are applicable to U.S. corporations. The significant ways
in which the NYSE governance rules differ for us, as a foreign company, are a reduced quorum requirement for shareholder meetings, shareholder
approval for issuance of common shares that could result in a 20% increase in the number of outstanding common shares and shareholder
approval of certain compensation plans. The guidelines are available for viewing on our website at http://www.seabridgegold.com/company/governance
and are available without charge in print to any shareholder who requests them. Requests for copies of the guidelines should be made
to the Secretary of our company at 106 Front Street East, Suite 400, Toronto, Ontario, Canada M5A 1E1, Telephone (416) 367-9292.
We review our governance
practices and monitor developments in Canada and the United States on an on-going basis to ensure we remain in compliance with applicable
rules and standards. The Board is committed to sound corporate governance practices which are both in the interest of our shareholders
and contribute to effective and efficient decision making.
AUDIT COMMITTEE
Audit Committee
The Board has a separately
designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of our Audit
Committee are identified under the heading “Audit Committee Information” in the AIF which is attached as Exhibit 99.1
to this annual report on Form 40-F and incorporated by reference herein. In the opinion of the Board, all members of the Audit Committee
are financially literate and independent, as such terms are defined by the NYSE’s corporate governance listing standards applicable
to us and as determined by Rule 10A-3 under the Exchange Act.
Audit Committee Financial Expert
The Board has determined
that Ms. Carol Willson, the Audit Committee Chair, and Mr. Richard Kraus, another member of the Audit Committee, have the necessary
qualifications to be designated as an “audit committee financial expert” within the meaning of applicable SEC Rules and
each is an “independent director”, as defined pursuant to Item 407(d)(5) of SEC Regulation S-K and Section 303A.02 of
the New York Stock Exchange Listed Company Manual.
Ms. Carol Willson retired from EY in 2021 after a 28-year career where she was
engagement partner for Internal Audit of clients which included multi-year internal audit outsourced projects and related internal
audit transformations and reviews, fraud investigations, and in various assurance and advisory capacities including capital
projects, ESG, finance function-related improvements, and cybersecurity. During Ms. Willson’s career as an experienced
internal audit and risk professional, she was retained to lead risk, internal audit and SOX functions for a variety of public
corporations including several major mining companies. She served for three years as the global head of internal audit and SOX for
Kinross Gold Corporation where her key audit areas included: supply chain, capital projects, procure to pay, ERP/cybersecurity,
sustainability, budgeting & forecasting, fixed assets, and treasury. Ms Willson currently has her own consulting business where
she serves as a senior risk advisor for clients. She holds a Batchelor of Arts degree from the University of Western Ontario and an
MBA-Accounting degree from the University of Toronto.
Mr. Kraus is a Certified Public
Accountant and an accomplished business leader with a broad range of experience as an investor, board director, senior executive and business
consultant across multiple industries with an emphasis on mining and natural resources. From 1981-1997 he served in various senior executive
roles (including CEO, COO and CFO) of Echo Bay Mines, a major gold mining company that was acquired by Kinross Gold Corporation in 2003.
Mr. Kraus is currently retired, but his last full-time role was Executive Chairman of The RMH Group, Inc., a privately owned engineering
consulting firm with more than 100 employees. He is a graduate of LaSalle University where he earned his degree in Business Administration.
The SEC has indicated that the designation of an audit committee financial
expert does not make that person an “expert” for any purpose, impose any duties, obligations, or liability on that
person that are greater than those imposed on members of the audit committee and board of directors who do not carry this
designation, or affect the duties, obligations, or liabilities of any other member of the audit committee or board of directors.
Audit Committee Charter
Our Audit Committee Charter
is available on our website at www.seabridgegold.com, and is provided in Schedule A to the AIF, which is attached as Exhibit 99.1
to this annual report on Form 40-F and incorporated by reference herein. The Charter also is available in print to any shareholder
that provides us with a written request. Requests for copies should be made to the Secretary of our company at 106 Front Street East,
Suite 400, Toronto, Ontario, Canada M5A 1E1, Telephone (416) 367-9292.
PRINCIPAL ACCOUNTING FEES AND SERVICES - INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Our independent registered
public accounting firm is KPMG LLP, Toronto, ON, Canada, Auditor Firm ID: 85.
KPMG LLP acted as our independent
registered public accounting firm for the fiscal years ended December 31, 2022 and 2021. For a description of the total amount billed
by KPMG LLP to us for services performed in the last two fiscal years by category of service (audit fees, audit-related fees, tax fees
and all other fees), see Item 9 “Audit Committee Information - External Auditor Service Fees (by Category)” in the AIF, which
is attached as Exhibit 99.1 to this Form 40-F and incorporated by reference herein.
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES
For a description of our
pre-approval policies and procedures related to the provision of non-audit services, see Item 9 “Audit Committee Information- Pre-Approval
of Audit and Non-Audit Services Provided by Independent Auditors” in the AIF, which is attached as Exhibit 99.1 to this
Form 40-F and incorporated by reference herein.
OFF-BALANCE SHEET ARRANGEMENTS
The Registrant does not have
any commitments or obligations, including contingent obligations, arising from arrangements with unconsolidated entities or persons (which
are not otherwise discussed in the Registrant’s Management’s Discussion and Analysis for the fiscal year ended December 31,
2022, filed as Exhibit 99.3 to this annual report on Form 40-F), that have or are reasonably likely to have a material current or future
effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, cash requirements
or capital resources.
CODE OF BUSINESS ETHICS
We have adopted a Code of
Business Ethics (the “Code”) covering our executive officers and directors. The Code is available on our website at http://www.seabridgegold.com/company/governance
under and from our office at the address listed on the cover of this Form 40-F.
All amendments and all waivers
of the Code to the officers covered by it will be posted on our website, furnished to the SEC as required, and provided to any shareholder
who requests them. During the fiscal year ended December 31, 2022, we did not grant any waiver, including an implicit waiver, from a
provision of the Code to any executive officer or director.
CONTRACTUAL OBLIGATIONS
The disclosure is included
under the heading “Contractual Obligations” in our MD&A attached as Exhibit 99.3 to this annual report on Form
40-F and incorporated by reference herein. Amounts shown for mining leases include estimates of option payments, mineral lease payments,
work commitments and tax levies that are required to maintain our interest in the mineral projects.
MINE SAFETY DISCLOSURE
Pursuant to Section 1503(a)
of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, issuers that are operators, or that have a subsidiary that
is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information
regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities
under the regulation of the Federal Mine safety and Health Administration under the Federal Mine Safety and Health Act of 1977. During
the fiscal year ended December 31, 2022, we were not an operator, of a coal or other mine in the United States.
NOTICES PURSUANT TO REGULATION BTR
We did not send any notices
required by Rule 104 of Regulation BTR during the fiscal year ended December 31, 2022 concerning any equity security subject to a blackout
period under Rule 101 of Regulation BTR.
ADDITIONAL INFORMATION
Additional information relating
to us, including the Audited Financial Statements, the MD&A and the AIF, can be found on SEDAR at www.sedar.com, on the SEC website
at www.sec.gov, or on our website at www.seabridgegold.com. Shareholders may also contact the Assistant Corporate Secretary of
our company by phone at (416) 367-9292 or by e-mail at info@seabridgegold.com to request copies of these documents and this annual report
on Form 40-F.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS
THAT PREVENT INSPECTIONS
Not applicable.
DISCLOSURE PURSUANT TO SECTION 13(r) OF THE
EXCHANGE ACT
In accordance with Section 13(r) of the Exchange Act, the Registrant
is required to include certain disclosures in its periodic reports if it or any of its affiliates knowingly engaged in certain specified
activities during the period covered by the report. Neither the Registrant nor its affiliates have knowingly engaged in any transaction
or dealing reportable under Section 13(r) of the Exchange Act during the year ended December 31, 2022.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
A.
Undertaking
We undertake to make available,
in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to
do so by the SEC staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which
the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
B.
Consent to Service of Process
We have previously filed
with the SEC a written consent to service of process and power of attorney on Form F-X. Any change to the name or address of our agent
for service shall be communicated promptly to the SEC by amendment to the Form F-X referencing our file number.
SIGNATURES
Pursuant to the requirements
of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F/A and has duly caused this
annual report to be signed on its behalf by the undersigned, thereto duly authorized.
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Seabridge Gold Inc. |
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By: |
/s/
Rudi P. Fronk |
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Rudi P. Fronk |
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Chairman and Chief Executive Officer |
Date: April 17, 2023
EXHIBITS
| Consents |
| 23.1 |
|
Consent
of KPMG LLP, Independent Registered Public Accounting Firm |
| 23.2
|
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Consent of Tetra Tech, under the direction of Hassan Ghaffari P.Eng (surface infrastructure, capital estimate and financial analysis) |
| 23.3 |
|
Consent of Tetra Tech, under the direction of John Huang P.Eng. (metallurgical testing review, permanent water treatment, mineral process design and operating cost estimation for process, general and administrative (“G&A”) and site services, and overall report preparation) |
| 23.4 |
|
Consent of Wood Canada Limited, under the direction of Henry Kim P.Geo. (Mineral Resources) |
| 23.5 |
|
Consent of Moose Mountain Technical Services under the direction of Jim Gray P.Eng. (open pit Mineral Reserves, open pit mining operations, mine capital and mine operating costs, MTT and rail ore conveyance design, tunnel capital costs) |
| 23.6 |
|
Consent of W.N. Brazier Associates Inc. under the direction of W.N. Brazier P.Eng. (Electrical power supply, energy recovery plants) |
| 23.7 |
|
Consent of ERM (Environmental Resources Management) under the direction of Rolf Schmitt P.Geo. (environment and permitting) |
| 23.8 |
|
Consent of Klohn Crippen Berger Ltd. under the direction of David Willms P.Eng (design of surface water diversions, diversion tunnels, tailings management facility, water storage dam and RSF and tunnel geotechnical). |
| 23.9 |
|
Consent of BGC Engineering Inc. under the direction of Derek Kinakin P.Geo., P.L.Eng., P.G. (rock mechanics, geohazards and mining pit slopes) |
| 23.10 |
|
Consent of WSP Golder, under the direction of Ross Hammett P.Eng (Block Cave mining). |
10