Trading Symbols:
TSX: SEA
NYSE: SA
TORONTO, April 21, 2016 /PRNewswire/ - Seabridge Gold
Inc. (TSX:SEA)(NYSE:SA) (the "Company" or "Seabridge") announced
today that it has filed a preliminary prospectus supplement to the
Company's short-form base shelf prospectus dated November 26, 2014 with the securities regulatory
authorities in each of the Provinces of British Columbia, Alberta and Ontario and with the United States Securities
and Exchange Commission ("SEC") under the Company's registration
statement on Form F-10 under the multi-jurisdictional disclosure
system in connection with a cross-border public offering (the
"Public Offering") of common shares of the Company (the "Common
Shares").
The Public Offering will be conducted through a syndicate of
underwriters (the "Underwriters"). The pricing and number of
securities will be determined in the course of marketing. The
Company will grant the Underwriters an over-allotment option to
purchase additional Common Shares, exercisable at any time up to 14
days after and including the closing of the Public Offering at the
offering price in the Public Offering.
The Company intends to use the net proceeds from the Public
Offering to continue to advance the Company's KSM Project and for
general corporate purposes.
The Company also announced today that it has entered into an
agreement with the Underwriters whereby the Underwriters have
agreed to purchase, on a bought deal basis, 450,000 flow-through
Common Shares (the "Flow-Through Shares") at a price of
C$24.08 per Flow-Through Share (a 30%
premium to today's closing price on the Toronto Stock Exchange
("TSX"), for gross proceeds of C$10,836,000 (the "FT Offering"). In addition,
the Company will grant the Underwriters an option to purchase from
the Company up to an additional 50,000 Flow-Through Shares, at the
same price as is applicable to the FT Offering exercisable at least
one week prior to the closing date.
The gross proceeds from the FT Offering will be used to fund the
2016 exploration program at the KSM Project and, subject to
completion of the Company's acquisition of SnipGold Corp., the
Iskut Property of SnipGold Corp. in Northwestern British Columbia, Canada.
The Public Offering is expected to close on or about
April 29, 2016, and the FT Offering
is expected to close on or about May
19, 2016. Both the Public Offering and the FT Offering
are subject to customary closing conditions including, but not
limited to, the listing of the Common Shares on the TSX and the New
York Stock Exchange ("NYSE") and the receipt of all necessary
approvals, including the approval of the TSX and the NYSE.
The FT 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" as defined in Rule 501(a) of Regulation D under the U.S.
Securities Act of 1933, as amended (the "U.S. Securities Act). Any
such Flow-Through Shares will be characterized as "restricted
securities" under the U.S. Securities Act.
When available, copies of the preliminary and final prospectus
supplements relating to the Public Offering may be obtained by
visiting the SEC's website at www.sec.gov, on SEDAR at
www.sedar.com and from the Company under the following address:
Seabridge Gold Inc.
106 Front Street East, Suite 400
Toronto, ON M5A 1E1
Attention: Chris Reynolds
Phone: (416) 367-9292
Email: chris@seabridgegold.net
This press release does not and shall not constitute an offer to
sell or the solicitation of an offer to buy any Common Shares, nor
shall there 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 does not and shall not constitute an offer to
sell or a solicitation of an offer to buy the Flow-Through Shares
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 and may not be offered or sold within
the United States absent
registration or unless an exemption from registration is
available.
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
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 the timing of closing and use of proceeds from the
Public Offering and the FT 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: the Company's ability to engage
underwriters, dealers or agents on terms and conditions deemed
reasonable to the Company, the need to satisfy regulatory and legal
requirements with respect to the Public Offering and the FT
Offering, 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, 2015 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).
ON BEHALF OF THE BOARD
"Rudi Fronk"
Chairman and CEO
SOURCE Seabridge Gold Inc.
