Seabridge Gold Announces Agreement for At-The-Market Offering

Press Release

Toronto, Canada — Seabridge Gold Inc. (TSX:SEA) (NYSE:SA) (the “Company” or “Seabridge”) announces that it has entered into a Controlled Equity OfferingSM Sales Agreement dated October 11, 2019 (the “Sales Agreement”) with Cantor Fitzgerald & Co. (the “Lead Agent”) and B. Riley FBR, 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$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 offers 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 million 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 of 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 prospectus 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 Securities Commissions in Canada and the U.S. Securities and Exchange Commission (the “SEC”). The Offering Documents will contain important 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 Canadian 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 http://www.seabridgegold.net/resources.php.

“Rudi Fronk”
Chairman and CEO

Rudi P. Fronk, Chairman and CEO
Tel: (416) 367-9292 · Fax: (416) 367-2711
Email: info@seabridgegold.net

IBF4