/NOT FOR DISSEMINATION IN THE UNITED STATES/
Trading Symbols:
TSX: SEA
NYSE: SA
TORONTO, March 30, 2017 /CNW/ - Seabridge Gold Inc.
(TSX:SEA)(NYSE:SA) (the "Company" or "Seabridge") announced today
that in connection with its previously announced public offering of
common shares of the Company (the "Common Shares") on March 29, 2017, it has entered into an
underwriting agreement with a syndicate of underwriters led by
Canaccord Genuity Corp. and Cantor Fitzgerald Canada Corporation
and including Paradigm Capital Inc., (together, the "Underwriters")
to sell 1,000,000 Common Shares at a price of $14.30 per Common Share for gross proceeds of
$14,300,000 (the "Common Share
Offering"). In addition, the Company has granted the Underwriters
an option to purchase from the Company up to an additional 100,000
Common Shares at the same price as is applicable to the Common
Share Offering for additional gross proceeds of up to $1,430,000. The option is exercisable at any time
for a period of 30 days after and including the closing date of the
Common Share Offering. All monetary references are in
Canadian dollars.
The Company intends to use the net proceeds from the Common
Share Offering to continue to advance the Company's KSM and Iskut
Projects and for general corporate purposes.
As previously announced, in a concurrent offering, the
Underwriters have agreed to purchase, on a bought deal private
placement basis, one million flow-through common shares of the
Company (the "Flow-Through Shares") at a price of $20.00 per Flow-Through Share, for gross proceeds
of $20,000,000 (the "Flow-Through
Share Offering"). In addition, the Company will grant the
Underwriters an option to purchase from the Company up to an
additional 100,000 Flow-Through Shares at the same price as is
applicable to the Flow-Through Share Offering. The option is
exercisable up to one week prior to the closing date of the
Flow-Through Share Offering. The aggregate gross proceeds of both
offerings is $34,300,000.
The gross proceeds from the Flow-Through Share Offering will be
used to fund the 2017 exploration program at the Company's KSM and
Iskut projects in Northwestern British Columbia, Canada.
Seabridge Chairman and CEO Rudi
Fronk noted that: "This year's exploration program includes
drilling some of the most exciting targets in our history. We also
aim to continue to improve the prospective economics of our KSM
Project. Increasing gold ownership per share remains an important
objective for Seabridge. As in previous years, we are confident
that this year's programs should add more than sufficient resource
ounces of gold to offset the share issuances announced today."
The Flow-Through Share Offering is being made by way of private
placement in Canada. The Flow-Through Shares will not be
registered in the United States,
although some of the Flow-Through Shares may be re-offered or
re-sold into the United States to
"accredited investors" pursuant to an exemption from the
registration requirements of the United States Securities Act of
1933 (the "U.S. Securities Act"). Any such Flow-Through Shares will
be characterized as "restricted securities" under the U.S.
Securities Act. The Flow-Through Shares will be subject to a
four-month hold period.
The Common Shares is being offered in Canada pursuant to a short form prospectus,
and is being offered in the United
States under a registration statement on Form F-10
registering the Common Shares under the U.S. Securities Act, as
amended pursuant to the Multi-Jurisdictional Disclosure System (the
"MJDS"), and may also be offered on a private placement basis in
certain jurisdictions outside of Canada and the
United States pursuant to applicable prospectus
exemptions.
An amended preliminary short form prospectus in respect of the
Common Share Offering that includes pricing and related information
will be filed later today with the securities regulatory
authorities in Canada in the
provinces of British Columbia,
Alberta, Saskatchewan, Manitoba and Ontario and with the United States Securities
and Exchange Commission ("SEC") under the Company's registration
statement on Form F-10 under the MJDS. A final short
form prospectus in respect of the Common Share Offering will be
filed with the same regulatory authorities in Canada and the
United States.
The Common Share Offering as well as the Flow-Through Share
Offering are expected to close on or about April 27, 2017. Both the Common Share Offering
and Flow-Through Share Offering are subject to customary closing
conditions including, but not limited to, the listing of the Common
Shares and Flow-Through Shares on the Toronto Stock Exchange
("TSX") and the New York Stock Exchange ("NYSE") and the receipt of
all necessary approvals, including the approval of the TSX and the
NYSE.
Copies of the final short form prospectus relating to the Common
Shares may be obtained by visiting the SEC's website at
www.sec.gov, on SEDAR at www.sedar.com and from Canaccord Genuity
Corp. or Cantor Fitzgerald Canada Corporation under the following
addresses:
Canaccord Genuity Corp.
Attention: Syndication
Brookfield Place, 161 Bay Street
Suite 3100, P.O. Box 516
Toronto, ON M5J 2S1
Email: ecm@canaccordgenuity.com
Cantor Fitzgerald Canada Corporation
Attention: Equity Capital Markets
181 University Avenue, Suite 1500
Toronto, ON M5H 3M7
Email: ecmcanada@cantor.com
This press release is not an offer of the 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 exemption from registration. Any public
offering of the Common Shares to be made in the United States will be made by means of a
prospectus that may be obtained from the Company and that will
contain detailed information about the Company and management as
well as financial statements. The Company intends to register
the Common Shares as described above. However, there shall
not be any sale of Common Shares in any province, state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such province, state or jurisdiction.
This press release is not an offer of the Flow-Through Shares
for sale in the United States. The Flow-Through Shares will
not be publicly offered in the United States. The
Flow-Through Shares have not been and will not be registered under
the U.S. Securities Act, or any state securities laws.
Seabridge Gold holds a 100% interest in several North American
gold resource projects. The Company's principal assets are the KSM
and Snip Gold 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
website 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.
Statements relating to the estimated or expected future
production and operating results and costs and financial condition
of Seabridge, planned exploration work at the Company's projects
and the expected results of such work 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
(collectively, "forward-looking statements"). 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.
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 Flow-Through Share
Offering and the Common Share 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 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,
2016 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).
Readers are cautioned not to place undue reliance on
forward-looking statements. Except as required by law, the Company
expressly disclaims any intention or obligation to update or revise
any forward-looking statements whether as a result of new
information, future events or otherwise.
ON BEHALF OF THE BOARD
"Rudi Fronk"
Chairman and CEO
SOURCE Seabridge Gold Inc.