Seabridge Gold Options Grassy Mountain Project to Calico Resources
23 March 2011 - 11:30PM
Marketwired
Seabridge Gold (TSX: SEA)(NYSE Amex: SA) announced today that it
has entered into a non-binding, exclusive Letter of Intent with
Calico Resources Corp. (Calico) pursuant to which Seabridge has
agreed, subject to the settlement and execution of a definitive
option agreement, to grant to Calico an option to acquire a 100%
interest in the Grassy Mountain Project. To exercise the option,
Calico must issue to Seabridge (i) 2,000,000 of its common shares
following TSX Venture Exchange approval; (ii) 4,000,000 shares at
the first anniversary and (iii) 8,000,000 shares when the Project
has received the principle mining and environmental permits
necessary for the construction and operation of a mine. In
addition, after the delivery of a NI 43-101 compliant Feasibility
Study on the Project, at the sole election of Seabridge, Calico
must either grant Seabridge a 10% Net Profits Interest or pay
Seabridge Cdn$10 million in cash.
Seabridge President and CEO Rudi Fronk stated that "Seabridge is
enthusiastic about Calico's acquisition of the Project and believes
that Calico's management team has the skill set, commitment and
knowledge to both grow the resource through exploration and
progress the existing resource to production. It is for these
reasons that we are willing to accept a significant portion of the
purchase in Calico shares, as we wish to be a partner in the
development and not just a vendor of an asset."
Seabridge holds a 100% interest in several North American gold
projects. The Company's principal assets are the KSM property
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 mineral resources by
category please visit the Company's website at
http://www.seabridgegold.net/resources.php.
All reserve and resource estimates reported by the Corporation
were calculated in accordance with the Canadian National Instrument
43-101 and the Canadian Institute of Mining and Metallurgy
Classification system. These standards differ significantly from
the requirements of the U.S. Securities and Exchange Commission.
Mineral resources which are not mineral reserves do not have
demonstrated economic viability.
This document contains "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. This information and
these statements, referred to herein as "forward-looking
statements" are made as of the date of this document.
Forward-looking statements relate to future events or future
performance and reflect current estimates, predictions,
expectations or beliefs regarding future events and include
reaching a definitive Option Agreement with Calico Resources and
the expected gains to be realized should Calico exercise its option
on the anticipated terms, as well as, but not limited to,
statements with respect to: (i) the amount of mineral reserves and
mineral resources; (ii) any potential for the increase of mineral
reserves and mineral resources, whether in existing zones or new
zones; (iii) the amount of future production; (iv) completion of a
Feasibility Study; (v) completion of and submission of the
Environmental Assessment Application; and (vi) potential for
engineering improvements. 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",
"envisages", "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.
All forward-looking statements are based on Seabridge's or
Calico's current beliefs as well as various assumptions made by
them and information currently available to them. These assumptions
include: (i) the presence of and continuity of metals at the
Project at modeled grades; (ii) the capacities of various machinery
and equipment; (iii) the availability of personnel, machinery and
equipment at estimated prices; (iv) exchange rates; (v) metals
sales prices; (vi) appropriate discount rates; (vii) tax rates and
royalty rates applicable to the proposed mining operation; (viii)
financing structure and costs; (ix) anticipated mining losses and
dilution; (x) metallurgical performance; (xi) reasonable
contingency requirements; (xii) success in realizing further
optimizations and potential in exploration programs and proposed
operations; (xiii) receipt of regulatory approvals on acceptable
terms, including the necessary right of way for the proposed
tunnels; and (xiv) the negotiation of satisfactory terms with
impacted First Nations groups. Although management considers these
assumptions to be reasonable based on information currently
available to it, they may prove to be incorrect. Many
forward-looking statements are made assuming the correctness of
other forward looking statements, such as statements of net present
value and internal rates of return, which are based on most of the
other forward-looking statements and assumptions herein. The cost
information is also prepared using current values, but the time for
incurring the costs will be in the future and it is assumed costs
will remain stable over the relevant period.
By their very nature, forward-looking statements involve
inherent risks and uncertainties, both general and specific, and
risks exist that estimates, forecasts, projections and other
forward-looking statements will not be achieved or that assumptions
do not reflect future experience. We caution readers not to place
undue reliance on these forward-looking statements as a number of
important factors could cause the actual outcomes to differ
materially from the beliefs, plans, objectives, expectations,
anticipations, estimates assumptions and intentions expressed in
such forward-looking statements. These risk factors may be
generally stated as the risk that the assumptions and estimates
expressed above do not occur, but specifically include, without
limitation: risks relating to variations in the mineral content
within the material identified as mineral reserves or mineral
resources from that predicted; variations in rates of recovery and
extraction; developments in world metals markets; risks relating to
fluctuations in the Canadian dollar relative to the US dollar;
increases in the estimated capital and operating costs or
unanticipated costs; difficulties attracting the necessary work
force; increases in financing costs or adverse changes to the terms
of available financing, if any; tax rates or royalties being
greater than assumed; changes in development or mining plans due to
changes in logistical, technical or other factors; changes in
project parameters as plans continue to be refined; risks relating
to receipt of regulatory approvals or settlement of an agreement
with impacted First Nations groups; the effects of competition in
the markets in which Seabridge operates; operational and
infrastructure risks and the additional risks described in
Seabridge's Annual Information Form filed with SEDAR in Canada
(available at www.sedar.com) for the year ended December 31, 2009
and in the Corporation's Annual Report Form 40-F filed with the
U.S. Securities and Exchange Commission on EDGAR (available at
www.sec.gov/edgar.shtml). Seabridge cautions that the foregoing
list of factors that may affect future results is not
exhaustive.
When relying on our forward-looking statements to make decisions
with respect to Seabridge, investors and others should carefully
consider the foregoing factors and other uncertainties and
potential events. Seabridge does not undertake to update any
forward-looking statement, whether written or oral, that may be
made from time to time by Seabridge or on our behalf, except as
required by law.
ON BEHALF OF THE BOARD
Rudi Fronk, President & C.E.O.
Contacts: Seabridge Gold Inc. Rudi P. Fronk President and C.E.O.
(416) 367-9292 (416) 367-2711 (FAX) info@seabridgegold.net
www.seabridgegold.net
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