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Trading Symbols:
TSX: SEA
NYSE: SA
TORONTO,
June 25, 2014 /CNW/ - Seabridge Gold
Inc. (TSX:SEA)(NYSE:SA) (the "Company") announced today that it has
entered into an agreement with a syndicate of underwriters, led by
Canaccord Genuity Corp. ("Canaccord-Genuity") and including
National Bank Financial Inc. (collectively, the "Underwriters"),
whereby the Underwriters have agreed to purchase, on a bought deal
basis, 1,000,000 flow-through common shares (the "Flow-Through
Common Shares") of the Company at a price of $12.00 per Flow-Through Common Share (a 23.5%
premium to today's closing price on the TSX) for gross proceeds of
$12 million (the "Offering"). The
Company has granted the Underwriters an option to purchase from the
Company up to an additional 150,000 Flow-Through Common Shares, at
the same price as is applicable to the Offering, exercisable at
least one week prior to the closing date. Canaccord-Genuity and
Cowen and Company, LLC are acting as financial advisors to the
Company on this transaction.
The gross proceeds from the Offering will be
used to fund an increased exploration program at the Company's 100%
owned KSM Project in north western British Columbia.
Seabridge Chairman and CEO Rudi Fronk noted that "this financing enables us
to commit the necessary resources for an expanded 2014 program at
KSM. We have been refining the targeting data obtained from the
geophysical surveys completed this spring. This work has helped us
to establish additional high-priority opportunities that we would
like to test this year if possible. This financing will enable us
to increase the number of rigs in the program.
"As with all our exploration spending, we expect
to generate additional gold and copper resources which will more
than offset the share dilution involved. Growing gold ownership per
share continues to be a key objective for Seabridge," Fronk
stated.
The Offering is being made by way of private
placement in Canada. The Offering
is scheduled to close on or about July 22,
2014, and is subject to certain conditions including, but
not limited to, the receipt of all necessary approvals, including
the approval of the Toronto Stock Exchange, the NYSE, and the
relevant securities regulatory authorities. Shares issued under
this Offering are subject to a four month hold period.
Seabridge holds a 100% interest in several North
American gold resource 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 resources by project
and category please visit the Company's website at
http://www.seabridgegold.net/resources.php.
This news release does not constitute an
offer to sell or a solicitation of an offer to buy any of the
securities in the United States.
The securities have not been and will not be registered under the
United States Securities Act of 1933, as amended, or any state
securities laws and may not be offered or sold within the United States or to U.S. Persons unless an
exemption from such registration is available.
Neither the Toronto Stock Exchange nor its
Regulation Services Provider accepts responsibility for the
adequacy or accuracy of this release.
All reserve and resource estimates reported
by the Company 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.
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 statements within the meaning of the United States
Private Securities Litigation Reform Act of 1995. 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, 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 whether resources will be increased and such
increase will more than offset dilution. Information concerning
exploration results and mineral reserve and resource estimates may
also be deemed to be forward-looking statements, as it constitutes
a prediction of what might be found to be present when and if a
project is actually developed. 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,
2013 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 U.S. Securities and Exchange Commission on EDGAR (available at
www.sec.gov/edgar.shtml).
ON BEHALF OF THE BOARD
"Rudi Fronk"
Chairman and CEO
SOURCE Seabridge Gold Inc.