/NOT FOR DISSEMINATION IN THE UNITED STATES/
Trading Symbols:
TSX: SEA
NYSE: SA
TORONTO, March 29, 2017 /CNW/ - Seabridge Gold Inc.
(TSX:SEA)(NYSE:SA) (the "Company" or "Seabridge") announced today
that it has entered into two agreements with a syndicate of
underwriters co-led by Canaccord Genuity Corp. and Cantor
Fitzgerald Canada Corporation (the "Underwriters") whereby the
Underwriters have agreed to purchase, on a bought deal basis,
one million common shares of the Company (the "Common Shares"
comprising the "Common Share Offering") and, in a separate
concurrent offering, one million flow-through common shares of the
Company (the "Flow-Through Shares" comprising the "Flow-Through
Share Offering") for aggregate gross proceeds of $34,300,000. Both Canaccord Genuity Corp. and
Cantor Fitzgerald Canada Corporation are acting as
joint-bookrunners for both equity offerings. All monetary
references are in Canadian dollars.
The Underwriters have agreed to purchase, on a bought deal
basis, one million Common Shares at a price of $14.30 per Common Share for gross proceeds of
$14,300,000. In addition, the Company
will grant 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. The option is exercisable
at any time for a period of 30 days after and including the closing
date of the Common Share Offering.
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.
The Company also announced today that the Underwriters have
agreed to purchase, on a bought deal private placement basis, one
million Flow-Through Shares at a price of $20.00 per Flow-Through Share (a 27.7% premium to
today's closing price on the Toronto Stock Exchange ("TSX")), for
gross proceeds of $20,000,000. 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 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 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 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 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 will be offered in Canada pursuant to a short form prospectus,
and will be 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.
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, including potential impacts
on projected economics or on gold ownership per share 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.
