シーブリッジゴールドの年次報告

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

☒ ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

Commission file number: 001-32135

Seabridge Gold Inc.

(Exact name of Registrant as specified in its charter)

Canada		1040		Not Applicable
(Province or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

106 Front Street East, Suite 400

Toronto, Ontario Canada M5A 1E1

(416) 367-9292

(Address and telephone number of Registrant’s principal executive offices)

Corporation Service Company

1180 Sixth Avenue

New York, New York 10036

(212) 299-5656

(Name, address and telephone number of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares		SA		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)

For annual reports, indicate by check mark the information filed with this form:

☒ Annual Information Form

☒ Audited Annual Financial Statements

Indicate the number of outstanding shares of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 91,912,919 Common Shares (as at December 31, 2024).

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

†

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

The annual report on Form 40-F shall be incorporated by reference into or as an exhibit to, as applicable, the Registrant’s Registration Statements under the Securities Act of 1933, as amended: Form F-10 (File No. 333-283616) and Form S-8 (File No. 333-211331).

EXPLANATORY NOTE

Seabridge Gold Inc. (the “Registrant” or “we” or “us”) is a Canadian issuer eligible to file its annual report pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F (“Form 40-F”) pursuant to the multi-jurisdictional disclosure system of the Exchange Act. We are a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Accordingly, our equity securities are exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.

PRINCIPAL DOCUMENTS

The following documents have been filed as part of this Annual Report on Form 40-F and incorporated by reference herein:

A. Annual Information Form

For our Annual Information Form (the “AIF”) for the year ended December 31, 2024, see Exhibit 99.1 of this Annual Report on Form 40-F.

B. Audited Annual Financial Statements

For our audited annual financial statements (“Audited Financial Statements”), for the years ended December 31, 2024 and December 31, 2023, including the Report of Independent Registered Public Accounting Firm, see Exhibit 99.2 of this Form 40-F. The Audited Financial Statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

C. Management’s Discussion and Analysis

For our management’s discussion and analysis (the “MD&A”) for the year ended December 31, 2024, see Exhibit 99.3 of this Form 40-F.

FORWARD-LOOKING STATEMENTS

This Form 40-F and the exhibits attached hereto contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, and forward-looking information within the meaning of Canadian securities laws concerning our projects, business approach and plans, including estimated production, capital, operating and cash flow estimates and other matters at our projects. 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”, “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 and forward-looking information (collectively referred to in the following information simply as “forward-looking statements”). In addition, statements concerning mineral reserve and mineral resource estimates constitute forward-looking statements to the extent that they involve estimates of the mineralization expected to be encountered if a mineral property is developed and the economics of developing a property and producing minerals.

Forward-looking statements are necessarily based on estimates and assumptions made by us in light of our experience and perception of historical trends, current conditions and expected future developments. In making the forward-looking statements in this Form 40-F and the exhibits attached hereto, we have applied several material assumptions including, but not limited to, the assumption that: (i) any additional financing needed will be available on reasonable terms; (ii) the potential for production at our mineral projects will continue operationally, legally, economically and socially; (iii) market fundamentals will result in sustained demand and prices for gold and copper, and to a much lesser degree, silver and molybdenum; and (iv) estimated resources at our projects have merit and there is continuity of mineralization as reflected in such estimates.

Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation:

●

the Issuer’s history of net losses and negative cash flows from operations and expectation of future losses and negative cash flows from operations;

●

risks related to the Issuer’s ability to continue its exploration activities and future advancement activities, and to continue to maintain corporate office support of these activities, which are dependent on the Issuer’s ability to enter into joint ventures, to sell property interests or to obtain suitable financing;

●

the Issuer’s indebtedness requires payment of quarterly interest and, in certain circumstances, may require repayment of principal and the Issuer’s principal sources for funds for such payments or repayments are capital markets and asset sales, although payment in shares of the Issuer is possible to a certain point;

●

risks related to fluctuations in the market price of gold, copper and other metals;

●

uncertainty whether the reserves estimated on the Issuer’s mineral properties will be brought into production;

●

risks related to unsettled First Nations rights and title and settled Treaty Nations’ rights and uncertainties relating to the process of making Canadian laws consistent with the United Nations Declaration on the Rights of Indigenous Peoples;

●

risks related to obtaining and maintaining all necessary permits and governmental approvals, or extensions or renewals thereof, for exploration and advancement activities, including in respect of environmental regulation and the KSM Project’s environmental assessment certificate;

●

the possible inability to advance with project activities in a timely manner or at all if such permits or approvals are not obtained or if a non-compliance event leads to further restrictions or loss of permits or approvals;

●

uncertainties relating to the assumptions underlying the Issuer’s reserve and resource estimates;

●

uncertainty of estimates of capital costs, operating costs, production and economic returns;

●

risks relating to the commencement of site access and early site preparation construction activities at the KSM Project;

●

the risk of having the “substantially started” determination for the KSM Project quashed and, if quashed, such determination not reconfirmed and the ultimate loss of the KSM Project environmental assessment certificate;

●

risks related to commercially producing precious metals and copper from the Issuer’s mineral properties;

●

risks related to fluctuations in foreign exchange rates;

●

mining, exploration and advancement risks that could result in damage to mineral properties, plant and equipment, personal injury, environmental damage and delays in mining, which may be uninsurable or not insurable in adequate amounts;

●

uncertainty related to title to the Issuer’s mineral properties and rights of access over or through lands subject to third party rights, interests and mineral tenures;

●

risks related to increases in demand for exploration, advancement and construction services and equipment, and related cost increases following metals price increases;

●

increased competition in the mining industry;

●

risks related to the potential for a tariff war between the United States and several other countries, including Canada, and the potential impacts it may have on the Company’s ability to raise funds and obtain supplies needed for work programs;

●

regulatory initiatives and ongoing concerns regarding carbon emissions and the impacts of measures taken to induce or mandate lower carbon emissions on the ability to secure permits, finance projects and realize profitability at a project;

●

risks relating to the Issuer’s internal control over financial reporting being ineffective;

●

the Issuer’s current and proposed operations are subject to risks relating to climate and climate change that may adversely impact its ability to conduct operations and raise capital, increase operating costs, interfere with materials and equipment supply, delay execution or reduce the profitability of a future mining operation;

●

risks that regulatory measures directed at climate change issues adversely affect the Issuer’s business;

●

the Issuer’s reliance on key personnel and the need to retain key executives and attract qualified personnel;

●

the public’s views of the mining industry can present increased risks for permitting, financing and staffing;

●

risks associated with the use of information technology systems and cybersecurity;

●

risks related to some of the Issuer’s directors’ and officers’ involvement with other natural resource companies;

●

uncertainty surrounding an audit by the Canada Revenue Agency (“CRA”) of Canadian exploration expenses incurred by the Issuer during the 2014, 2015 and 2016 financial years which the Issuer has renounced to subscribers of flow-through share offerings and the CRA’s decision to reassess such subscribers;

●

the risk of the CRA appealing the Issuer’s successful challenge to the reassessment by the CRA of the Issuer’s refund claim for the 2010 and 2011 financial years in respect of the British Columbia Mining Exploration Tax Credit and the decision being overturned;

●

the risks associated with the volatility of the trading volume and price of the Issuer’s Common shares;

●

the absence of dividends on the potential for dilution of the Issuer’s Common shares;

●

the Issuer’s classification as a “passive foreign investment company” under the United States tax code;

●

risks related to the pro-environmental groups anti-mining efforts, and sometimes focused efforts on specific projects impacting the Company’s share price.

This list is not exhaustive of the factors that may affect any of our forward-looking statements. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those referred to in our AIF attached hereto as Exhibit 99.1 under the heading “Risk Factors” and elsewhere in the AIF, and in the documents incorporated by reference in this Form 40-F and the AIF. In addition, although we have attempted to identify important factors that could cause actual achievements, events or conditions to differ materially from those identified in the forward-looking statements, there may be other factors that cause achievements, events or conditions not to be as anticipated, estimated or intended. It is also noted that while we engage in exploration and development of our properties, we will not undertake production activities by ourselves.

These forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made and we do not assume any obligation to update forward-looking statements, except as required by applicable securities laws, if circumstances or management’s beliefs, expectations or opinions should change. For the reasons set forth above, persons should not place undue reliance on forward-looking statements.

CURRENCY

Unless otherwise indicated, all dollar amounts in this Form 40-F are in Canadian dollars.

NOTE TO UNITED STATES READERS-
DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

We are permitted under the multi-jurisdictional disclosure system adopted by the United States Securities and Exchange Commission (the “SEC”), to prepare this Form 40-F in accordance with Canadian disclosure requirements, which differ from those of the SEC. We have prepared our financial statements, which are filed as Exhibit 99.2 to this Form 40-F, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and they are not comparable with financial statements of U.S. and other companies prepared in accordance with U.S. generally accepted accounting principles.

RESOURCE AND RESERVE ESTIMATES

The Registrant’s AIF, attached as Exhibit 99.1 to this annual report on Form 40-F, and the MD&A, attached as Exhibit 99.3 to this annual report on Form 40-F, have been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. Mineral resource estimates included in this annual report on Form 40-F and in any document incorporated by reference herein or therein have been prepared in accordance with, and use terms that comply with, the reporting standards in accordance with Canadian National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. In accordance with NI 43-101, the Registrant uses the terms mineral reserves and resources as they are defined in accordance with the CIM Definition Standards on mineral reserves and resources (the “CIM Definition Standards”) adopted by the Canadian Institute of Mining, Metallurgy and Petroleum.

For United States reporting purposes, the SEC has adopted amendments to its disclosure rules (the “SEC Modernization Rules”) to modernize the mining property disclosure requirements for issuers whose securities are registered with the SEC under the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”). The SEC Modernization Rules more closely align the SEC’s disclosure requirements and policies for mining properties with current industry and global regulatory practices and standards, including NI 43-101, and replace the historical property disclosure requirements for mining registrants that were included in Industry Guide 7 under the U.S. Securities Act. As a foreign private issuer that is eligible to file reports with the SEC pursuant to the MJDS, the Registrant is not required to provide disclosure on its mineral properties under the SEC Modernization Rules and provides disclosure under NI 43-101 and the CIM Definition Standards. Accordingly, mineral reserve and mineral resource information contained or incorporated by reference herein may not be comparable to similar information disclosed by United States companies.

As a result of the adoption of the SEC Modernization Rules, the SEC recognizes estimates of “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources.” In addition, the SEC has amended its definitions of “proven mineral reserves” and “probable mineral reserves” to be “substantially similar” to the corresponding CIM Definition Standards that are required under NI 43-101. While the above terms are “substantially similar” to CIM Definitions, there are differences in the definitions under the SEC Modernization Rules and the CIM Definition Standards. There is no assurance any mineral reserves or mineral resources that the Registrant may report as “proven mineral reserves”, “probable mineral reserves”, “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” under NI 43-101 would be the same had the Registrant prepared the reserve or resource estimates under the standards adopted under the SEC Modernization Rules.

Accordingly, information contained in this annual report on Form 40-F and the portions of documents incorporated by reference herein contain descriptions of the Registrant’s mineral deposits that may not be comparable to similar information made public by U.S. companies who prepare their disclosure in accordance with U.S. federal securities laws and the rules and regulations thereunder.

DISCLOSURE CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

At the end of the period covered by this annual report on Form 40-F, an evaluation was carried out under the supervision of, and with the participation of our management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). Based on that evaluation, the CEO and the CFO have concluded that as of the end of the period covered by this annual report, our disclosure controls and procedures were adequately designed and effective in ensuring that: (i) information required to be disclosed by us in reports that we file or submit to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable SEC rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including the CEO and the CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control over Financial Reporting

For management’s report on internal control over financial reporting, see “Internal Controls over Financial Reporting” in our MD&A attached as Exhibit 99.3 to this annual report on Form 40-F and incorporated by reference herein.

Attestation Report of the Independent Registered Public Accounting Firm

Our independent registered public accounting firm has issued an attestation report on our internal control over financial reporting as of December 31, 2024, which immediately precedes the audited consolidated financial statements included as part of Exhibit 99.2 to this annual report on Form 40-F and incorporated by reference herein.

Changes in Internal Controls over Financial Reporting

During the fiscal year ended December 31, 2024, no changes occurred in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Certifications

See Exhibits 31.1, 31.2, 32.1 and 32.2 to this Form 40-F.

CORPORATE GOVERNANCE

We are subject to a variety of corporate governance guidelines and requirements of the Toronto Stock Exchange, the New York Stock Exchange (the “NYSE”), the Canadian Securities Administrators and the SEC. We believe that we meet or exceed the applicable corporate governance requirements. According to the NYSE Rules, a listed company must adopt and disclose a set of corporate governance guidelines with respect to specified topics. Such guidelines are required to be posted on the registrant’s website. Although we are listed on the NYSE, we are not required to comply with all of that exchange’s corporate governance rules which are applicable to U.S. corporations. The significant ways in which the NYSE governance rules differ for us, as a foreign company, are a reduced quorum requirement for shareholder meetings, shareholder approval for issuance of common shares that could result in a 20% increase in the number of outstanding common shares and shareholder approval of certain compensation plans. The guidelines are available for viewing on our website at http://www.seabridgegold.com/company/governance and are available without charge in print to any shareholder who requests them. Requests for copies of the guidelines should be made to the Secretary of our company at 106 Front Street East, Suite 400, Toronto, Ontario, Canada M5A 1E1, Telephone (416) 367-9292.

We review our governance practices and monitor developments in Canada and the United States on an on-going basis to ensure we remain in compliance with applicable rules and standards. The Board is committed to sound corporate governance practices which are both in the interest of our shareholders and contribute to effective and efficient decision making.

AUDIT COMMITTEE

Audit Committee

The Board has a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of our Audit Committee are identified under the heading “Audit Committee Information” in the AIF which is attached as Exhibit 99.1 to this annual report on Form 40-F and incorporated by reference herein. In the opinion of the Board, all members of the Audit Committee are financially literate and independent, as such terms are defined by the NYSE’s corporate governance listing standards applicable to us and as determined by Rule 10A-3 under the Exchange Act.

Audit Committee Financial Expert

The Board has determined that Ms. Julie Robertson, the Audit Committee Chair, and Ms. Carol Willson, another member of the Audit Committee, have the necessary qualifications to be designated as an “audit committee financial expert” within the meaning of applicable SEC Rules and each is an “independent director”, as defined pursuant to Item 407(d)(5) of SEC Regulation S-K and Section 303A.02 of the New York Stock Exchange Listed Company Manual.

Ms. Julie Robertson is a Chartered Public Accountant and brings extensive experience in various finance roles, including the development of capital projects finance framework. She has expertise in the areas of International Financial Reporting Standards, US Generally Accepted Accounting Principles, external reporting, internal control optimization and compliance, including SOX, risk assessment processes, capital project management, ESG reporting and cybersecurity. She is currently the Senior Vice President Finance of Kinross Gold Corporation, and was the former Chief Financial Officer of Marathon Gold Corp.

Ms. Carol Willson retired from EY in 2021 after a 28-year career where she was engagement partner for Internal Audit of clients which included multi-year internal audit outsourced projects and related internal audit transformations and reviews, fraud investigations, and in various assurance and advisory capacities including capital projects, ESG, finance function-related improvements, and cybersecurity. During Ms. Willson’s career as an experienced internal audit and risk professional, she was retained to lead risk, internal audit and SOX functions for a variety of public corporations including several major mining companies. She served for three years as the global head of internal audit and SOX for a large Canadian gold producer where her key audit areas included: supply chain, capital projects, procure to pay, ERP/cybersecurity, sustainability, budgeting & forecasting, fixed assets, and treasury. Ms. Willson had her own consulting business where she served as a senior risk advisor for clients from 2021 to 2024. She holds a Bachelor of Arts degree from the University of Western Ontario and an MBA-Accounting degree from the University of Toronto.

The SEC has indicated that the designation of an audit committee financial expert does not make that person an “expert” for any purpose, impose any duties, obligations, or liability on that person that are greater than those imposed on members of the audit committee and board of directors who do not carry this designation, or affect the duties, obligations, or liabilities of any other member of the audit committee or board of directors.

Audit Committee Charter

Our Audit Committee Charter is available on our website at www.seabridgegold.com, and is provided in Schedule A to the AIF, which is attached as Exhibit 99.1 to this annual report on Form 40-F and incorporated by reference herein. The Charter also is available in print to any shareholder that provides us with a written request. Requests for copies should be made to the Secretary of our company at 106 Front Street East, Suite 400, Toronto, Ontario, Canada M5A 1E1, Telephone (416) 367-9292.

PRINCIPAL ACCOUNTING FEES AND SERVICES - INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

Our independent registered public accounting firm is KPMG LLP, Toronto, ON, Canada, Auditor Firm ID: 85.

KPMG LLP acted as our independent registered public accounting firm for the fiscal years ended December 31, 2024 and 2023. For a description of the total amount billed by KPMG LLP to us for services performed in the last two fiscal years by category of service (audit fees, audit-related fees, tax fees and all other fees), see Item 9 “Audit Committee Information - External Auditor Service Fees (by Category)” in the AIF, which is attached as Exhibit 99.1 to this Form 40-F and incorporated by reference herein.

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

For a description of our pre-approval policies and procedures related to the provision of non-audit services, see Item 9 “Audit Committee Information- Pre-Approval of Audit and Non-Audit Services Provided by Independent Auditors” in the AIF, which is attached as Exhibit 99.1 to this Form 40-F and incorporated by reference herein.

RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

The Registrant has adopted a compensation recovery policy (referred to as the “Incentive Compensation Clawback Policy”) as required by NYSE listing standards and pursuant to Rule 10D-1 of the Exchange Act. The Executive Compensation Clawback Policy is filed as Exhibit 97.1 to this Form 40-F. At no time during or after the fiscal year ended December 31, 2024 (as of the date of this Annual Report), was the Registrant required to prepare an accounting restatement that required recovery of erroneously awarded compensation pursuant to the Incentive Compensation Clawback Policy and, as of December 31, 2024, there was no outstanding balance of erroneously awarded compensation to be recovered from the application of the Incentive Compensation Clawback Policy to a prior restatement.

OFF-BALANCE SHEET ARRANGEMENTS

The Registrant does not have any commitments or obligations, including contingent obligations, arising from arrangements with unconsolidated entities or persons (which are not otherwise discussed in the Registrant’s Management’s Discussion and Analysis for the fiscal year ended December 31, 2024, filed as Exhibit 99.3 to this annual report on Form 40-F), that have or are reasonably likely to have a material current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, cash requirements or capital resources.

CODE OF BUSINESS ETHICS

We have adopted a Code of Business Ethics (the “Code”) covering our executive officers and directors. The Code is available on our website at http://www.seabridgegold.com/company/governance under and from our office at the address listed on the cover of this Form 40-F.

All amendments and all waivers of the Code to the officers covered by it will be posted on our website, furnished to the SEC as required, and provided to any shareholder who requests them. During the fiscal year ended December 31, 2024, we did not grant any waiver, including an implicit waiver, from a provision of the Code to any executive officer or director.

CONTRACTUAL OBLIGATIONS

The disclosure is included under the heading “Contractual Obligations” in our MD&A attached as Exhibit 99.3 to this annual report on Form 40-F and incorporated by reference herein. Amounts shown for mining leases include estimates of option payments, mineral lease payments, work commitments and tax levies that are required to maintain our interest in the mineral projects.

MINE SAFETY DISCLOSURE

Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities under the regulation of the Federal Mine safety and Health Administration under the Federal Mine Safety and Health Act of 1977. During the fiscal year ended December 31, 2024, we were not an operator, of a coal or other mine in the United States.

TAX MATTERS

Purchasing, holding or disposing of securities of the Registrant may have tax consequences under the laws of the United States and Canada that are not described in this Annual Report on Form 40-F.

NOTICES PURSUANT TO REGULATION BTR

We did not send any notices required by Rule 104 of Regulation BTR during the fiscal year ended December 31, 2024 concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR.

ADDITIONAL INFORMATION

Additional information relating to us, including the Audited Financial Statements, the MD&A and the AIF, can be found on SEDAR+ www.sedarplus.ca, on the SEC website at www.sec.gov, or on our website at www.seabridgegold.com. Shareholders may also contact the Assistant Corporate Secretary of our company by phone at (416) 367-9292 or by e-mail at info@seabridgegold.com to request copies of these documents and this annual report on Form 40-F.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DISCLOSURE PURSUANT TO SECTION 13(r) OF THE EXCHANGE ACT

In accordance with Section 13(r) of the Exchange Act, the Registrant is required to include certain disclosures in its periodic reports if it or any of its affiliates knowingly engaged in certain specified activities during the period covered by the report. Neither the Registrant nor its affiliates have knowingly engaged in any transaction or dealing reportable under Section 13(r) of the Exchange Act during the year ended December 31, 2024.

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

A. Undertaking

We undertake to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the SEC staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

B. Consent to Service of Process

We have previously filed with the SEC a written consent to service of process and power of attorney on Form F-X. Any change to the name or address of our agent for service shall be communicated promptly to the SEC by amendment to the Form F-X referencing our file number.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

Seabridge Gold Inc.

By:	/s/ Rudi P. Fronk
	Rudi P. Fronk
	Chairman and Chief Executive Officer

Date: March 27, 2025

EXHIBITS

Consents
23.1		Consent of KPMG LLP, Independent Registered Public Accounting Firm
23.2		Consent of Tetra Tech, under the direction of Hassan Ghaffari P.Eng. (surface infrastructure, capital estimate and financial analysis)
23.3		Consent of Tetra Tech, under the direction of John Huang P.Eng. (metallurgical testing review, permanent water treatment, mineral process design and operating cost estimation for process, general and administrative (“G&A”) and site services, and overall report preparation)
23.4		Consent of Wood Canada Limited, under the direction of Henry Kim P.Geo. (Mineral Resources)
23.5		Consent of Moose Mountain Technical Services under the direction of Jim Gray P.Eng. (open pit Mineral Reserves, open pit mining operations, mine capital and mine operating costs, MTT and rail ore conveyance design, tunnel capital costs)
23.6		Consent of W.N. Brazier Associates Inc. under the direction of W.N. Brazier P.Eng. (Electrical power supply, energy recovery plants)
23.7		Consent of ERM (Environmental Resources Management) under the direction of Rolf Schmitt P.Geo. (environment and permitting)
23.8		Consent of Klohn Crippen Berger Ltd. under the direction of David Willms P.Eng. (design of surface water diversions, diversion tunnels, tailings management facility, water storage dam and RSF and tunnel geotechnical).
23.9		Consent of BGC Engineering Inc. under the direction of Derek Kinakin P.Geo., P.L.Eng., P.G. (rock mechanics, geohazards and mining pit slopes)
23.10		Consent of WSP Golder, under the direction of Ross Hammett P.Eng. (block cave mining).

Certifications
31.1		Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1*		Incentive Compensation Recovery Policy

Annual Information
99.1		Annual Information Form for the year ended December 31, 2024
99.2		Audited Financial Statements for the year ended December 31, 2024
99.3		Management’s Discussion and Analysis for the year ended December 31, 2024
101		Interactive Data File
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Previously Filed

EX-23.1 2 ea023511201ex23-1_seabridge.htm CONSENT OF KPMG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 23.1

	KPMG LLP
	Bay Adelaide Centre
	333 Bay Street, Suite 4600
	Toronto, ON M5H 2S5

Consent of Independent Registered Public Accounting Firm

The Board of Directors of Seabridge Gold Inc.

We consent to the use of:

●

our report dated March 27, 2025 on the consolidated financial statements of Seabridge Gold Inc. (the “Entity”) which comprise the consolidated statements of financial position as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive income (loss), changes in shareholders’ equity and cash flows for each of the years then ended, and the related notes (collectively the “consolidated financial statements”); and

●

our report dated March 27, 2025 on the effectiveness of the Entity’s internal control over financial reporting as of December 31, 2024,

each of which is included in the Annual Report on Form 40-F of the Entity for the fiscal year ended December 31, 2024.

We also consent to the incorporation by reference of such reports in the Registration Statement (No. 333-283616) on Form F-10, and the Registration Statement (No. 333-211331) on Form S-8 of the Entity.

/s/ KPMG LLP

Chartered Professional Accountants, Licensed Public Accountants

March 27, 2025

Toronto, Canada

KPMG LLP, an Ontario limited liability partnership and a member firm of the KPMG global organization of independent
member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.

EX-23.2 3 ea023511201ex23-2_seabridge.htm CONSENT OF TETRA TECH, UNDER THE DIRECTION OF HASSAN GHAFFARI P.

Exhibit 23.2

Tetra Tech Canada Inc.

March 27, 2025

To:

Seabridge Gold Inc.

United States Securities and Exchange Commission

Re:

Seabridge Gold Inc. (the “Company”)

Consent of Expert

Ladies and Gentlemen:

Reference is made to the technical report titled “KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study and Preliminary Economic Assessment, NI 43-101 Technical Report” dated August 8, 2022 (the “Technical Report”) prepared for the Company.

In connection with the Company’s Annual Report on Form 40-F (the “40-F”) in respect of the financial year ended December 31, 2024, to be filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended, I, Hassan Ghaffari, P. Eng., on behalf of Tetra Tech Canada Inc. hereby:

consent to the public filing of the Technical Report and the use of any extracts from or a summary of the Technical Report in the 40-F;

consent to the use of Tetra Tech Canada Inc.’s name and references to the Technical Report, or portions thereof, in the 40-F and to the inclusion or incorporation by reference of information derived from the Technical Report in the 40-F;

confirm that I have read the 40-F and that it fairly and accurately represents the information in the sections of the Technical Report for which I am responsible; and

confirm that I have read the 40-F and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Technical Report or that are within my knowledge as a result of the services performed by Tetra Tech Canada Inc. in connection with the Technical Report.

	Yours Truly,

	/s/ Hassan Ghaffari, P. Eng.
	Hassan Ghaffari, P. Eng.
	Director of Metallurgy
	Tetra Tech Canada Inc.

EX-23.3 4 ea023511201ex23-3_seabridge.htm CONSENT OF TETRA TECH, UNDER THE DIRECTION OF JOHN HUANG P.ENG.

Exhibit 23.3

Tetra Tech Inc.

March 27, 2025

To:

Seabridge Gold Inc.

United States Securities and Exchange Commission

Re:

Seabridge Gold Inc. (the “Company”)

Consent of Expert

Ladies and Gentlemen:

In connection with the Company’s Annual Report on Form 40-F (the “40-F”) in respect of the year ended December 31, 2024, to be filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended, I, Dr. Jianhui Huang P. Eng., on behalf of Tetra Tech Inc. hereby:

consent to the public filing of the Technical Report and the use of any extracts from or a summary of the Technical Report in the 40-F;

consent to the use of Tetra Tech Inc.’s name and references to the Technical Report, or portions thereof, in the 40-F and to the inclusion or incorporation by reference of information derived from the Technical Report in the 40-F;

confirm that I have read the 40-F and that it fairly and accurately represents the information in the sections of the Technical Report for which I am responsible; and

	Yours Truly,

	/s/ Dr. Jianhui (John) Huang, P. Eng.
	Dr. Jianhui (John) Huang, P. Eng.
	Senior Metallurgist
	Tetra Tech Canada Inc.

EX-23.4 5 ea023511201ex23-4_seabridge.htm CONSENT OF WOOD CANADA LIMITED, UNDER THE DIRECTION OF HENRY KIM P.GEO.

Exhibit 23.4

March 27, 2025

TO:	Seabridge Gold Inc.
	United States Securities and Exchange Commission

Re:	Seabridge Gold Inc. (the “Company”)

Consent of Expert

Ladies and Gentlemen:

Reference is made to:

●	the technical report titled “KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study and Preliminary Economic Assessment, NI 43-101 Technical Report” dated August 8, 2022 (the “Technical Report”) prepared for the Company; and

●

the 2024 updated resource estimates for the Iron Cap and Kerr deposits at the KSM Project, effective January 10, 2024 (such disclosure collectively, the “Estimates”).

consents to being named directly or indirectly in the Form 40-F; and

consents to:

(a)

the use of the content in the Technical Report that I am responsible for preparing; and

(b)

the inclusion of the Estimates in the 40-F;

	Yours Truly,

	/s/ Henry Kim, P. Geo.
	Henry Kim, P. Geo.
	Principal Resource Geologist Wood Canada Limited

EX-23.5 6 ea023511201ex23-5_seabridge.htm CONSENT OF MOOSE MOUNTAIN TECHNICAL SERVICES UNDER THE DIRECTION OF JIM GRAY P.ENG.

Exhibit 23.5

March 27, 2025

TO:	Seabridge Gold Inc.
	United States Securities and Exchange Commission

Re:	Seabridge Gold Inc. (the “Company”) Consent of Expert

Ladies and Gentlemen:

In connection with the Company’s Annual Report on Form 40-F (the “40-F”) in respect of the financial year ended December 31, 2024, to be filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended, I, James H. Gray, P.Eng., on behalf of myself and Moose Mountain Technical Services, hereby:

consent to the public filing of the Technical Report and the use of any extracts from or a summary of the Technical Report in the 40-F;

consent to the use of my name and Moose Mountain Technical Services’s name and references to the Technical Report, or portions thereof, in the 40-F and to the inclusion or incorporation by reference of information derived from the Technical Report in the 40-F;

confirm that I have read the 40-F and that it fairly and accurately represents the information in the sections of the Technical Report for which I am responsible; and

	Yours Truly

	/s/ James H. Gray, P. Eng.
	James H. Gray, P. Eng.
	Principal Mining Engineer
	Moose Mountain Technical Services

EX-23.6 7 ea023511201ex23-6_seabridge.htm CONSENT OF W.N. BRAZIER ASSOCIATES INC. UNDER THE DIRECTION OF W.N. BRAZIER P.ENG.

Exhibit 23.6

March 27, 2025

TO:	Seabridge Gold Inc.
	United States Securities and Exchange Commission

Re:

Seabridge Gold Inc. (the “Company”)

Ladies and Gentlemen:

In connection with the Company’s Annual Report on Form 40-F (the “40-F”) in respect of the financial year ended December 31, 2024, to be filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended, I, Neil Brazier, P.Eng., on behalf of myself and W.N. Brazier Associates Inc., hereby:

consent to the public filing of the Technical Report and the use of any extracts from or a summary of the Technical Report in the 40-F;

consent to the use of my name and W.N. Brazier Associates lnc.’s name and references to the Technical Report, or portions thereof, in the 40-F and to the inclusion or incorporation by reference of information derived from the Technical Report in the 40-F;

confirm that I have read the 40-F and that it fairly and accurately represents the information in the sections of the Technical Report for which I am responsible; and

	Yours Truly,

	/s/ Neil Brazier, P. Eng.
	Neil Brazier, P. Eng.
	Principal
	W.N. Bazier Associates Inc.

EX-23.7 8 ea023511201ex23-7_seabridge.htm CONSENT OF ERM

Exhibit 23.7

March 27, 2025

TO:

Seabridge Gold Inc.

United States Securities and Exchange Commission

Re:

Seabridge Gold Inc. (the “Company”)

Consent of Expert

Ladies and Gentlemen:

In connection with the Company’s Annual Report on Form 40-F (the “40-F”) in respect of the financial year ended December 31, 2024, to be filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended, I, Rolf Schmitt, M.Sc., P.Geo., on behalf of ERM Consultants Canada Ltd., hereby:

consent to the public filing of the Report and the use of any extracts from or a summary of the Technical Report in the 40-F;

consent to the use of ERM Consultants Canada Ltd.’s name and references to the Technical Report, or portions thereof, in the 40-F and to the inclusion or incorporation by reference of information derived from the Technical Report in the 40-F;

confirm that I have read the 40-F and that it fairly and accurately represents the information in the sections of the Report for which I am responsible; and

confirm that I have read the 40-F and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Technical Report or that are within my knowledge as a result of the services performed by ERM Consultants Canada Ltd. in connection with the Technical Report.

	Yours Truly,

	/s/ Rolf Schmitt, P. Geo.
	Rolf Schmitt, P. Geo.
	Technical Director – Permitting

	ERM Consultants Canada Ltd

EX-23.8 9 ea023511201ex23-8_seabridge.htm CONSENT OF KLOHN CRIPPEN BERGER LTD. UNDER THE DIRECTION OF DAVID WILLMS P.ENG.

Exhibit 23.8

March 27, 2025

TO:	Seabridge Gold Inc.
	United States Securities and Exchange Commission

Re:	Seabridge Gold Inc. (the “Company”)
	Consent of Expert

Ladies and Gentlemen:

consent to the public filing of the Technical Report and the use of any extracts from or a summary of the Technical Report in the 40-F;

consent to the use of Klohn Crippen Berger Ltd.’s name and references to the Technical Report, or portions thereof, in the 40-F and to the inclusion or incorporation by reference of information derived from the Technical Report in the 40-F;

confirm that I have read the 40-F and that it fairly and accurately represents the information in the sections of the Technical Report for which I am responsible; and

confirm that I have read the 40-F and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Technical Report or that are within my knowledge as a result of the services performed by Klohn Crippen Berger Ltd. in connection with the Technical Report.

	Yours Truly,

	/s/ David Willms, P. Eng.
	David Willms, P. Eng.
	Senior Geotechnical Engineer
	Klohn Crippen Berger Ltd.

EX-23.9 10 ea023511201ex23-9_seabridge.htm CONSENT OF BGC ENGINEERING INC. UNDER THE DIRECTION OF DEREK KINAKIN P.GEO., P.L.ENG., P.G.

Exhibit 23.9

BGC Engineering Inc.

March 27, 2025

To:	Seabridge Gold Inc.
	United States Securities and Exchange Commission

Re:	Seabridge Gold Inc. (the “Company”)
	Consent of Expert

Ladies and Gentlemen:

In connection with the Company’s Annual Report on Form 40-F (the “40-F”) in respect of the financial year ended December 31, 2024, to be filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended, I, Derek Kinakin, M.Sc., P.Geo., P.G., on behalf of myself and BGC Engineering Inc., hereby:

consent to the public filing of the Technical Report and the use of any extracts from or a summary of the Technical Report in the 40-F;

consent to the use of my name and BGC Engineering Inc.’s name and references to the Technical Report, or portions thereof, in the 40-F and to the inclusion or incorporation by reference of information derived from the Technical Report in the 40-F;

confirm that I have read the 40-F and that it fairly and accurately represents the information in the sections of the Technical Report for which I am responsible; and

	Yours Truly,

	/s/ Derek Kinakin, M.Sc., P.Geo., P.G.
	Derek Kinakin, M.Sc., P.Geo., P.G.

EX-23.10 11 ea023511201ex23-10_seabridge.htm CONSENT OF WSP GOLDER, UNDER THE DIRECTION OF ROSS HAMMETT P.ENG.

Exhibit 23.10

Consent of Ross D. Hammett

WSP Canada Inc.

Annual Report on Form 40-F

March 27, 2025

To:	Seabridge Gold Inc.
	United States Securities and Exchange Commission

Re:	Seabridge Gold Inc. (the “Company”)
	Consent of Expert

consent to the quotation, inclusion or summary of those portions of the Technical Report prepared by me in the 40-F;

consent to the use of my name and references to my name in the 40-F, where used or referenced in the 40-F.

in each case above, where used or incorporated by reference into the 40-F.

	Yours truly,

	/s/ Ross D. Hammett, Ph.D., P.Eng.
	Ross D. Hammett, Ph.D., P.Eng.
	WSP Canada Inc.

EX-31.1 12 ea023511201ex31-1_seabridge.htm CERTIFICATION

Exhibit 31.1

CERTIFICATIONS PURSUANT TO SECTION 302

THE SARBANES-OXLEY ACT OF 2002

I, Rudi P. Fronk, Chairman and CEO, certify that:

I have reviewed this Annual Report on Form 40-F of Seabridge Gold Inc. (the “Issuer”):

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Issuer as of, and for, the periods presented in this report;

The Issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Issuer and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the Issuer’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and

Disclosed in this annual report any change in the Issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Issuer’s internal control over financial reporting; and

The Issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Issuer’s auditors and the audit committee of the Issuer’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Issuer’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Issuer’s internal control over financial reporting.

Date: March 27, 2025	By:	/s/ Rudi P. Fronk
		Rudi P. Fronk
		Chairman and CEO

EX-31.2 13 ea023511201ex31-2_seabridge.htm CERTIFICATION

Exhibit 31.2

CERTIFICATIONS PURSUANT TO SECTION 302

THE SARBANES-OXLEY ACT OF 2002

I, Christopher J. Reynolds, VP Finance and CFO, certify that:

I have reviewed this Annual Report on Form 40-F of Seabridge Gold Inc. (the “Issuer”):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Issuer’s internal control over financial reporting.

Date: March 27, 2025	By:	/s/ Christopher J. Reynolds
		Christopher J. Reynolds
		VP Finance and CFO

EX-32.1 14 ea023511201ex32-1_seabridge.htm CERTIFICATION

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. §1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Annual Report of Seabridge Gold Inc. (the “Company”) on Form 40-F for the period ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), I, Rudi P. Fronk, Chief Executive Officer of the Company, certify, pursuant to U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in this Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 27, 2025	By:	/s/ Rudi P. Fronk
		Rudi P. Fronk
		Chief Executive Officer

This certification accompanies the Annual Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and may not be used or relied upon for any other purpose including Section 18 of the Securities Exchange Act of 1934. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2 15 ea023511201ex32-2_seabridge.htm CERTIFICATION

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. §1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Annual Report of Seabridge Gold Inc. (the “Company”) on Form 40-F for the period ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), I, Christopher J. Reynolds, Vice President Finance and Chief Financial Officer of the Company, certify, pursuant to U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in this Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 27, 2025	By:	/s/ Christopher J. Reynolds
		Christopher J. Reynolds
		Vice President Finance and CFO

EX-99.1 16 ea023511201ex99-1_seabridge.htm ANNUAL INFORMATION FORM FOR THE YEAR ENDED DECEMBER 31, 2024

Exhibit 99.1

ANNUAL

INFORMATION

FORM

FOR THE YEAR ENDED

DECEMBER 31, 2024

DATED: MARCH 27, 2025

TABLE OF CONTENTS

Contents

PRELIMINARY NOTES	ii
Date of Information	ii
Reporting Currency	ii
Units of Measure	ii
Cautionary Note to United States Investors Regarding Resource Estimates	ii
ITEM 1: CORPORATE STRUCTURE	1
Incorporation of the Issuer	1
Intercorporate Relationships	1
ITEM 2: GENERAL DEVELOPMENT OF THE BUSINESS	2
Overview	2
Three Year History	5
ITEM 3: DESCRIPTION OF THE ISSUER’S BUSINESS	10
General	10
Sustainability (Environmental, Social, and Governance Matters)	12
Cautionary Note Regarding Forward-Looking Statements	14
KSM Project	17
Courageous Lake Project	51
Iskut Project	52
3 Aces Project	55
Snowstorm and Goldstorm Projects	56
Glossary of Technical Terms	57
ITEM 4: RISK FACTORS	61
Risks Related to the Issuer and its Industry	61
Risks Related to the Common Shares	83
ITEM 5: DIVIDENDS	85
ITEM 6: GENERAL DESCRIPTION OF CAPITAL STRUCTURE	85
Share Capital	85
Secured Notes	86
ITEM 7: MARKET FOR SECURITIES	89
Trading Price and Volume	89
ITEM 8: DIRECTORS AND OFFICERS	89
ITEM 9: AUDIT COMMITTEE INFORMATION	94
Audit Committee Charter	94
Composition of the Audit Committee	94
Relevant Education and Experience	94
External Auditor Services Fees (by Category)	95
Pre-Approval of Audit and Non-Audit Services Provided by Independent Auditors	95
ITEM 10: CONFLICTS OF INTEREST	96
ITEM 11: LEGAL PROCEEDINGS AND REGULATORY ACTIONS	96
Legal Proceedings	96
Regulatory Actions	97
ITEM 12: INFORMATION TECHNOLOGY AND CYBERSECURITY	98
ITEM 13: INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS	98
ITEM 14: TRANSFER AGENTS AND REGISTRARS	98
ITEM 15: MATERIAL CONTRACTS	99
ITEM 16: INTERESTS OF EXPERTS	99
ITEM 17: ADDITIONAL INFORMATION	99

PRELIMINARY NOTES

Date of Information

The information in this Annual Information Form (“AIF”) is presented as of December 31, 2024 unless specified otherwise.

Reporting Currency

All dollar amounts are expressed in Canadian dollars unless otherwise indicated. The Issuer’s quarterly and annual financial statements are presented in Canadian dollars.

Units of Measure

In this AIF a combination of Imperial and metric measures are used with respect to the Issuer’s mineral properties. Conversion rates from Imperial measure to metric and from metric to Imperial are provided below:

Imperial Measure = Metric Unit		Metric Measure = Imperial Unit
2.47 acres	1 hectare (h)	0.4047 hectares	1 acre
3.28 feet	1 meter (m)	0.3048 meters	1 foot
0.62 miles	1 kilometer (km)	1.609 kilometers	1 mile
0.032 ounces (troy) (oz)	1 gram (g)	31.1035 grams	1 ounce (troy)
1.102 tons (short)	1 tonne (t)	0.907 tonnes	1 ton
0.029 ounces (troy)/ton	1 gram/tonne (g/t)	34.28 grams/tonne	1 ounce (troy/ton)

Abbreviations of unit measures are used in this AIF in addition to those in brackets in the table above as follows:

Bt - Billion tonnes	Ga – Giga-annum	kWh - Kilowatt hours	Mlb - Million pounds
Mm³ - Million cubic meters	Moz - Million ounces	m/s - Meters per second	Mt - Million tonnes
MWh - Megawatt hours	ppm - Parts per million	tpd – tonnes per day	W/m²- Watt per square meter

See “Glossary of Technical Terms” for a description of some important technical terms used in this AIF.

Cautionary Note to United States Investors Regarding Resource Estimates

This AIF has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. Mineral resource estimates included in this AIF and in any document incorporated by reference herein or therein have been prepared in accordance with, and use terms that comply with, the reporting standards in accordance with Canadian National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. In accordance with NI 43-101, the Issuer uses the terms mineral reserves and resources as they are defined in accordance with the CIM Definition Standards on mineral reserves and resources (the “CIM Definition Standard”) adopted by the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”).

The U.S. Securities and Exchange Commission (the “SEC”) has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC under the Exchange Act. These amendments became effective February 25, 2019 (the “SEC Modernization Rules”) and have replaced the historical property disclosure requirements for mining registrants that were included in SEC Industry Guide 7. As a foreign private issuer that files its annual report on Form 40-F with the SEC pursuant to the multi-jurisdictional disclosure system (“MJDS”), the Issuer is not required to provide disclosure on its mineral properties under the SEC Modernization Rules and will continue to provide disclosure under NI 43-101 and the CIM Definition Standards. However, if the Issuer either ceases to be a “foreign private issuer” or ceases to be entitled to file reports under the MJDS, then the Issuer will be required to provide disclosure on its mineral properties under the SEC Modernization Rules.

Accordingly, United States investors are cautioned that the disclosure the Issuer provides on its mineral properties in this AIF and under its continuous disclosure obligations under the Exchange Act may be different from the disclosure that the Issuer would otherwise be required to provide as a U.S. domestic issuer or a non-MJDS foreign private issuer under the SEC Modernization Rules.

The SEC Modernization Rules include the adoption of terms describing mineral reserves and mineral resources that are substantially similar to the corresponding terms under the CIM Definition Standards. As a result of the adoption of the SEC Modernization Rules, the SEC will now recognize estimates of “measured mineral resources,” “indicated mineral resources” and “inferred mineral resources.” In addition, the SEC has amended its definitions of “proven mineral reserves” and “probable mineral reserves” to be substantially similar to the corresponding CIM Definition Standards.

United States investors are cautioned that while the above terms are substantially similar to CIM Definition Standards, there are differences in the definitions under the SEC Modernization Rules and the CIM Definition Standards. Accordingly, there is no assurance any mineral reserves or mineral resources that the Issuer may report as “proven reserves,” “probable reserves,” “measured mineral resources,” “indicated mineral resources” and “inferred mineral resources” under NI 43-101 would be the same had the Issuer prepared the reserve or resource estimates under the standards adopted under the SEC Modernization Rules.

United States investors are also cautioned that while the SEC will now recognize “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources”, investors should not assume that any part or all of the mineralization in these categories will ever be converted into a higher category of mineral resources or into mineral reserves. Mineralization described using these terms has a greater amount of uncertainty as to their existence and feasibility than mineralization that has been characterized as reserves. Accordingly, investors are cautioned not to assume that any “measured mineral resources”, “indicated mineral resources”, or “inferred mineral resources” that the Issuer reports are or will be economically or legally mineable.

Further, “inferred resources” have a greater amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Therefore, United States investors are also cautioned not to assume that all or any part of the inferred resources exist. In accordance with Canadian rules, estimates of “inferred mineral resources” cannot form the basis of feasibility or other economic studies, except in limited circumstances where permitted under NI 43-101.

Accordingly, information contained in this AIF and the portions of documents incorporated by reference herein contain descriptions of the Issuer’s mineral deposits that may not be comparable to similar information made public by U.S. companies who prepare their disclosure in accordance with U.S. federal securities laws and the rules and regulations thereunder.

iii

Seabridge Gold Inc.

ANNUAL INFORMATION FORM

ITEM 1: CORPORATE STRUCTURE

Incorporation of the Issuer

Seabridge Gold Inc. (the “Issuer” or “Seabridge”) was incorporated under the Company Act (British Columbia) on September 14, 1979 under the name of Chopper Mines Ltd., which was subsequently changed to Dragoon Resources Ltd. on November 9, 1984, and then changed again to Seabridge Resources Inc. on May 20, 1998. On June 20, 2002, the Issuer changed its name to “Seabridge Gold Inc.” and on October 31, 2002, the Issuer was continued under the Canada Business Corporations Act.

The Issuer’s corporate offices are located at 106 Front Street East, 4th Floor, Toronto, Ontario, Canada M5A 1E1. The Issuer’s telephone number is (416) 367-9292. The Issuer’s Shares are currently listed for trading on the Toronto Stock Exchange (the “TSX”) under the symbol “SEA” and on the New York Stock Exchange (the “NYSE”) under the symbol “SA”. The Issuer’s registered office is located at 10th Floor, 595 Howe Street, Vancouver, British Columbia, Canada V6C 2T5.

Intercorporate Relationships

The Issuer presently has twelve wholly-owned subsidiaries: KSM Mining ULC, Seabridge Gold (KSM) Inc., SnipGold Corp., Hattrick Resources Corp. (“Hattrick”) and Tuksi Mining & Development Company Ltd. (“Tuksi”), each companies incorporated under the laws of British Columbia, Canada; Seabridge Gold (NWT) Inc., a company incorporated under the laws of the Northwest Territories of Canada; Seabridge Gold (Yukon) Inc., a company incorporated under the laws of Yukon; Seabridge Gold Corporation, Pacific Intermountain Gold, Corporation, 5555 Gold Inc. and 5555 Silver Inc., each Nevada Corporations; and Snowstorm Exploration LLC, a Delaware limited liability corporation. The following diagram illustrates the inter-corporate relationship between the Issuer, its active subsidiaries and its projects as of December 31, 2024.

Notes:

1.	Certain of the Issuer’s subsidiaries have been omitted from the chart as they own no property and are inactive.

SnipGold, through Hattrick, owns between 95% and 100% of 12 of the claims covering an area of approximately 4,339 ha. The Bronson Slope and Quartz Rise areas of the Iskut Project are 100% owned by SnipGold. The exploration targets at Snip North lie in areas that lie approximately 40% on claims owned 100% by SnipGold and 60% on claims in which SnipGold’s ownership interest is between 95% and 100%.

3.	The Issuer has entered into an option agreement under which a 100% interest in the Quartz Mountain Project may be acquired by a third party.

ITEM 2: GENERAL DEVELOPMENT OF THE BUSINESS

Overview

Since 1999, Seabridge has taken steps to achieve its goal of providing strong returns to shareholders by maximizing leverage to the price of gold. The Issuer’s strategy to achieve this goal is to optimize gold ownership per Common share by increasing gold resources more rapidly than shares outstanding. This ratio of gold ownership per Common share has provided a simple but effective measure for evaluating dollars spent on behalf of shareholders.

In 1999, management decided that Seabridge’s strategic focus would be on acquiring, exploring and advancing gold deposits. Seabridge determined it would not build or operate mines, but that it would look to partner or sell assets that were advancing toward production. In the Issuer’s view, building mines adds considerable technical and financial risks and requires a different set of skills and resources. Seabridge also decided it would prioritize exploration projects with known gold deposits with exploration upside to reduce risk in terms of trying to achieve a growing ratio of gold ownership per Common share. The Issuer therefore narrowed the activities it would undertake to the following three phases, which phases it planned to progress through in the order set forth below and in response to increases in the price of gold: (i) acquiring known gold deposits, (ii) expanding the deposits, and (iii) advancing its deposits towards a construction decision by defining the economic parameters of the deposits through engineering studies, upgrading mineral resources to reserves, securing permits for undertaking mining operations and building relationships with local communities and indigenous groups. The Issuer believed this was a relatively lower-risk and less capital-intensive strategy consistent with the goal of optimizing gold ownership per Common share. The Issuer continues to follow this strategy today, although, in respect of certain properties where it considered it was warranted, the Issuer has acquired properties without known gold deposits.

From 1999 to 2002, Seabridge acquired eight deposits with gold resources in North America, paying less than US$1.00 per ounce of resource (using aggregate ounces from all resource categories). Previous owners had spent an estimated US$300 million exploring and developing these deposits.

By 2002, with the gold price on the rise, the Issuer believed that it was becoming more expensive to acquire existing resources, and the cost-benefit equation tilted in favor of increasing gold ownership through exploration. Seabridge’s strategy entered its second phase, which was to expand the Issuer’s resource base by carefully targeted exploration.

By 2008, the gold price had risen sufficiently to make Seabridge think that a number of its projects might be economic. In response, Seabridge began work on the third phase of its strategy: defining the economics of its projects through engineering studies, upgrading resources to reserves, securing permits and building support for its projects in local communities. This effort focused on the KSM Project, which, during the exploration phase, had emerged as the Issuer’s most important asset. Work was also undertaken to advance the Issuer’s Courageous Lake Project. As it advanced its core KSM and Courageous Lake Projects, it also optioned and sold its non-core projects, including the Noche Buena, Red Mountain, Grassy Mountain, Quartz Mountain and Castle Blackrock Projects and used the proceeds to explore and advance its core Projects as part of its strategy for minimizing shareholder dilution. The Issuer has also continued exploration of the Projects and significantly expanded their mineral resources.

The price of gold hit a peak in 2012 and then declined for several years. When the Issuer believed it had declined sufficiently to make property acquisition attractive once again, it entered into another phase of property acquisition with the purchase of the Iskut Project in 2016, the Snowstorm Project in 2017, the Goldstorm Project in 2019, the 3 Aces Project in 2020 and the East Mitchell (formerly Snowfield) property in 2020. It remains interested in additional acquisitions when it sees properties with potential that is meaningful to the size of the Issuer and at an appealing price. In the course of searching for new properties, the Issuer has accepted that reasonably priced properties that satisfied its size objective may have limited, or no, mineral resources. The Issuer intends to continue following its phased strategy with respect to these newly acquired properties.

Even after it moved to the third phase, the Issuer has continued exploring the KSM and Courageous Lake Projects in conjunction with advancing them. These efforts have resulted in the significant expansion of its existing Kerr and Iron Cap deposits at the KSM Project and the discovery of additional mineralized zones at Courageous Lake. Its exploration programs proved highly successful, with measured and indicated gold resources now totaling 101.2 million ounces with an additional 81.8 million ounces of gold in the inferred resource category (see Mineral Resources Table on page 11) against a backdrop of only 91.9 million shares outstanding. With the KSM Project mineral resource sufficiently large to provide decades of production, the Issuer has now shifted its exploration activities to its Iskut, 3 Aces and Snowstorm Projects where it believes it has the potential to generate more value for shareholders.

From 2012 through 2021, most of the Issuer’s activities have focused on expanding the mineral resource at and advancing its KSM Project, which at this point is by far the Issuer’s most significant asset. The Issuer has completed a succession of prefeasibility studies of its KSM Project in June, 2012, November, 2016, November 2020 and August 2022, each incorporating the most recent resource estimates at the KSM Project and presenting improvements to the KSM Project design and economics. As a result of its search for higher grade core zones at the KSM Project from 2013 to 2020, the Issuer has broadened the Project’s economic profile. Before finding the higher-grade mineralized zones below the Kerr deposit and the Iron Cap deposit, the KSM Project was a gold project with a robust copper credit that would appeal primarily to gold miners as prospective partners. Now, the KSM Project has a much stronger copper profile which opens up the potential for a joint venture with a large base metal producer. The Issuer’s acquisition of the East Mitchell property, which lies adjacent to the Mitchell deposit at the KSM Project, has improved the KSM Project’s economic projections and provides the possibility of many years of open pit production before it is necessary to build block caves for the Iron Cap and Kerr deposits.

The Issuer submitted its Environmental Impact Statement/Environmental Assessment Application (the “EA Application and EIS”) for its KSM Project in the first quarter of 2013, it was accepted for formal review by British Columbia in August, 2013 and it was approved by both the federal and provincial authorities in 2014 and in accordance with the requirements of the Nisga’a Final Agreement. In conjunction with advancing the EA Application and EIS, the Issuer worked to build its relationships with the Nisga’aNation, the Tahltan Nation and other indigenous groups, including pursuing impacts and benefits agreements. In June, 2014, the Issuer and the Nisga’a Nation entered into a Benefits Agreement. In September, 2013, the Gitxsan Treaty Society, representing the Gitxsan Hereditary Chiefs, delivered a letter to regulators expressing its support of Seabridge Gold’s KSM Project. In June, 2014, the Issuer entered into an environmental agreement with the Gitanyow Hereditary Chiefs Office and the wilps represented by Gitanyow Hereditary Chiefs Office. In addition, in 2019, the Issuer entered into an impacts and benefits agreement with the Tahltan Nation.

In September, 2014, the Issuer received early-stage construction permits for its KSM Project from the Province of British Columbia. The permits issued include: (1) authority to construct and use roadways along Coulter Creek and Treaty Creek; (2) a licence of occupation authorizing the Issuer to occupy the area of the proposed Mitchell-Treaty tunnels connecting project facilities; (3) permits for constructing and operating numerous camps required to support constructions activities; and (4) permits authorizing early-stage construction activities at the mine site and tailings management facility.

Under the B.C. Environmental Assessment Act, a project’s Environmental Assessment Certificate expires if the project has not been “substantially started” by the deadline specified in its EAC. The KSM Project’s Environmental Assessment Certificate (the “EAC”) was initially subject to expiry on July 29, 2019, but the expiry date has been extended twice, first to July 29, 2024 and then to July 29, 2026. In order to put the KSM Project on course for achieving a “substantially started” designation before July 29, 2026, the Issuer commenced early construction activities at the KSM Project in 2021. The focus of this work was on establishing site access and camps, building compensating fish habitat and site access to hydro power, all of which will also reduce construction timelines and Project risk. By the end of 2023 the Issuer had constructed the Bell-Irving River bridge, the first 17.7 km of the Treaty Creek Access Road (“TCAR”), the first 3.2 km of the Coulter Creek Access Road, a 210-person camp near the beginning of the TCAR, and the Glacier Creek Fish Habitat offsetting ponds, had cleared and graded the camp site (Camp 9) in the Mitchell valley, had cleared the initial 17.5 km of the powerline route and constructed access and prepared the structure sites for the first 4.1 km of the transmission line route and carried out geotechnical drilling for the structures to km 17 of the 287 kV transmission line and cleared several other areas where mine infrastructure will be located. In addition, in 2023 British Columbia Hydro and Power Authority (“BC Hydro”) completed the earthworks and grading and began construction of the buildings for the Treaty Creek Terminal Substation, which is required to enable the powerline for the KSM Project to draw power from the Northwest Transmission Line.

In July, 2024, KSM Mining ULC (“KSMCo”), the wholly-owned subsidiary of the Issuer which owns the KSM Project, received a positive “substantially started” determination (the “SSD”) from the BC Environmental Assessment Office for the KSM Project. The significance of the SSD is that it makes the EAC no longer subject to expiry. Later in 2024, two petitions were filed in the British Columbia Supreme Court seeking orders quashing the SSD. The SSD is unaffected by the filing of the petitions and will remain in place if the Minister successfully defends the SSD.

Seabridge is seeking a sale or joint venture of its principal asset, the KSM Project, and is seeking a sale or joint venture of the Courageous Lake Project, or a sale of the Issuer. At the KSM Project in 2025, the Issuer is continuing but has slowed the pace of its early construction activities on roads, camps and power and is undertaking a program to collect data to support work on a feasibility study. The Issuer will also be undertaking drill programs in 2025 following up on its successful drill programs in 2024 in the Snip North area of the Iskut Project and the Central Core Area of the 3 Aces Project. Realizing value for the Issuer’s shareholders depends on the potential financial return for a prospective purchaser or partner, success in addressing project risks, regulatory issues and indigenous peoples’ concerns, market conditions and gold and copper prices. The timing of a joint venture, partnership or sales agreements, if any, cannot be determined.

The continuing success of the Issuer is dependent on (1) its ability to continue to raise capital as needed, (2) strength in the price of gold and copper, (3) it securing a partner to advance the KSM Project or a sale of the KSM Project, (4) retention of the social license to operate its projects, (5) exploration success on projects, and/or (6) advancement of its projects through optimization work, success in regulatory reviews and in obtaining and retaining permits.

Three Year History

In February, 2022, the Issuer entered into a Facilities Agreement with BC Hydro covering the design and construction of BC Hydro’s Treaty Creek Terminal Substation (“TCT”) which will supply construction phase hydro-sourced electricity to the KSM Project. The KSM Project will be connected to BC Hydro’s existing Northwest Transmission Line (“NTL”) at the TCT. The TCT will be located opposite where KSM’s Treaty Creek access road meets Highway 37, south of Bell 2. The terms of the Facilities Agreement are described below under “General Description of the Issuer’s Business – KSM Project – BC Hydro and TCT Construction”.

In March, 2022, KSMCo sold a US$225,000,000 secured note (the “2022 Note”) and Seabridge sold concurrently a Contingent Right, to Sprott Private Resource Streaming and Royalty (B) Corp. (“Sprott”) for US$225 million (approximately Cdn$285 million at the exchange rate at the time). Ontario Teachers Pension Plan was a significant investor in the 2022 Note through Sprott. At maturity, the principal repayable under the 2022 Note will be used by Sprott to purchase a silver royalty on the KSM Project. The proceeds of sale of the 2022 Note were used to fund a significant portion of the works required to advance the KSM Project towards the designation of “substantially started”. The terms of the agreements relating to this financing are described below under “General Description of Capital Structure – Secured Notes – The 2022 Note”.

In April, 2022, Seabridge reported updated resource estimates for its KSM Project incorporating the results of the drilling at East Mitchell from 2021 and integrating the East Mitchell deposit into the KSM Project (see “Description of the Issuer’s Business – KSM Project - The Current KSM PFS and PEA – Mineral Resources”.

In August, 2022, the Issuer announced the completion of a new Preliminary Feasibility Study and a Preliminary Economic Assessment Report for the KSM Project (defined below as the “2022 KSM PFS and PEA Report”). This PFS shows a considerably more sustainable and profitable mining operation than its 2016 predecessor, now consisting of an all open pit mine plan that includes only the Mitchell, East Mitchell and Sulphurets deposits. The primary reasons for the improvements in the plan compared to the 2016 study arise from the acquisition of the East Mitchell open pit resource and an expansion to planned mill throughput. Other design improvements over the 2016 PFS include a smaller environmental footprint, reduced waste rock production, reduced greenhouse gas emissions by partial electrification of the mine haul fleet, a 50% increase in mill throughput, and the elimination of capital-intensive block cave mining. The mine plan was simplified to bring total capital down below the 2016 estimates, despite inflation, by eliminating sustaining capital associated with block cave development. Important steps were also taken to make the KSM Project less dependent on oil, especially diesel fuel, by maximizing the use of low cost, green hydroelectric energy. The PEA presents a stand-alone mine plan showing a potential future expansion of the KSM Project to the copper rich Iron Cap and Kerr deposits after the 33-year 2022 PFS mine plan has been completed. The 2022 PEA is primarily an underground block cave mining operation supplemented with a small open pit and is planned to operate for 39 years with a peak mill feed production of 170,000 tpd, demonstrating that the KSM Project has multigenerational long-life mining potential with flexibility to vary metal output. Details of the PFS and PEA are set forth below under “Description of the Issuer’s Business – KSM Project – The Current KSM PFS and PEA”.

As part of its work to advance the KSM Project to a feasibility study, in 2022 Seabridge completed 6,183 m of drilling for geotechnical and geohydrological rock characterization.

In 2022 the Issuer also increased the scope of the early construction works at the KSM Project that were started in 2021. On the eastern side of the KSM Project, the Issuer commenced construction of the TCAR and advanced it to the 17 km mark, including completing construction of the Bell-Irving River bridge (“BIRB”) just beyond the turnoff from Highway 17. Just off the TCAR, not far beyond the BIRB, the Issuer completed construction of a 99-person camp (Camp 11) with surrounding laydown and infrastructure areas for future use. On the other side of Highway 37, BC Hydro established access to the site for the TCT and made significant progress on building the pad for the TCT. On the western side of the KSM Project, the Issuer constructed the first 3.2 km of the CCAR and built the site for the Mitchell valley camp (Camp 9) to the point it is ready to receive camp infrastructure. In addition, the Issuer largely completed earthworks for the first of the three fish habitat sites (located at Glacier Creek) to compensate for the KSM Project’s disturbance of fish bearing habitat.

Work at the Iskut Project in 2022 focused on drill testing gold-copper targets at Bronson Slope and Quartz Rise. At the Snip North target, geophysical surveying, surface sampling and relogging historical drill holes were performed. The 2022 core drilling included 10 drill holes totaling 10,162 m and discovered an unusually large, well-mineralized breccia pipe beneath the historic Bronson Slope skarn deposit. The extensive quartz-magnetite pipe, which has been identified as the source of the Bronson Slope deposit, holds broadly disseminated gold and copper mineralization from multiple hydrothermal eruptive events believed to originate from a major porphyry intrusive source.

In May, 2022, the Issuer entered into a Contribution Agreement in respect of the 3 Aces Project with the Liard First Nation (“LFN”). The agreement provides a framework for Seabridge and the LFN to build positive working relationships and enable LFN’s meaningful review and analysis of Seabridge’s activities at the 3 Aces Project. In particular, the agreement will support LFN in preparing for and participating in assessment and regulatory processes and community engagement.

In September, 2022, the Issuer received its Class 4 Quartz Exploration Permit from the Yukon Government Department of Energy, Mines, and Resources which allows the Issuer to conduct a gold focused exploration program at the 3 Aces Project. With just a limited portion of the exploration season remaining after the issuance of the permit, the Issuer reduced its original plans and focused on beginning the testing of its 3-dimensional model of the Hearts zone. One drill hole was used to confirm that gold-bearing structures are hosted within secondary anticlinal folds and thrust faults as predicted by the model. The assays from this hole were consistent with previous intersections. Three additional holes were used to test for controls on down dip extensions to the high grade. These holes determined that the gold-bearing structures are pronounced as they continue down plunge but only carry coherent high grades where they exhibit flexures that enhance permeability.

In September, 2022, the Issuer also issued its Q4 2021 Sustainability Report providing insight to the Issuer’s commitment to local communities, environment and sustainability. The report captures the last quarter of 2021, picking up from the initial Sustainability Report issued in 2021, to highlight progress towards integrating sustainability into all aspects of our business. The Sustainability Report may be viewed at https://www.seabridgegold.com/sustainability .

In connection with the growth in its activities, in particular the early construction activities at the KSM Project, the Issuer continued to expand its construction management and permitting teams. As its workforce grew, the Issuer also implemented new policies to promote a healthy, safe and supportive work environment, including a Respectful Workplace Policy, a Health and Safety Policy and Sustainability Policy.

Work to renew the Issuer’s at-the-market offering commenced at the end of 2022 and was completed by January 6, 2023. The Issuer has found that the at-the-market offerings have enabled it to raise funds when needed at lower costs and with greater flexibility than more traditional financing methods. On January 6, 2023, the Issuer entered into a Controlled Equity OfferingSM Sales Agreement under which it may sell its Common shares through the lead agent, Cantor Fitzgerald & Co. Sales only take place on the New York Stock Exchange.

In May, 2023, the Issuer published its 2022 Sustainability Report as well as its inaugural Climate Strategy Report. The 2022 Sustainability Report highlights the Issuer’s work in community development funding and engagement, its ongoing commitment to Indigenous partners and gender diversity at all levels of the organization, and its programs to support effective inclusion in the workplace, among other matters. The Climate Strategy Report represents the Issuer’s first expression of its understanding of the short-term and long-term climate risks facing its business and sets forth its commitment to understanding and managing its climate risks and the carbon emissions tied to its business activities. The Climate Strategy Report aligned to TCFD and detailed the Issuer’s Scope 1, 2 and material components of its Scope 3 carbon emissions.

In June, 2023, KSMCo sold a US$150,000,000 secured note (the “2023 Note”) and Seabridge sold concurrently a Contingent Right, to Sprott Private Resource Streaming and Royalty (B) Corp. for US$150 million (approximately Cdn$200 million at the exchange rate at the time). At maturity, the principal repayable under the 2023 Note will be used by Sprott to purchase a net smelter returns royalty on the KSM Project. The proceeds of this sale were used to fund the remainder of the works to advance the KSM Project towards the designation of “substantially started”. The terms of the agreements relating to this financing are described below under “General Description of Capital Structure – Secured Notes – The 2023 Note”.

The early construction activities at the KSM Project in 2023 included: completing the Glacier Creek Fish Habitat offsetting ponds, extending the TCAR, increasing the capacity of Camp 11 from 99 to 210 people, clearing the initial 17.5 km of the powerline route, constructing access and preparing the structure sites for the first 4.1 km of the transmission line route, carrying out geotechnical drilling for the structures to km 17 of the 287 kV transmission line and clearing several other areas where mine infrastructure will be located. In addition, in 2023 BC Hydro completed the earthworks and grading and began construction of the buildings for the TCT. Towards the end of 2023 the Issuer reduced the work on early construction activities at its KSM Project. The work completed to the end of 2023 was considered sufficient to warrant the Issuer seeking a determination that the KSM Project had been “substantially started”.

In July, 2023, Tudor Gold Corp. (“Tudor”) submitted an application to two British Columbia government Ministries requesting the cancellation of two approvals in respect of the KSM Project: the Licence of Occupation, which entitles the Issuer to occupy and use a corridor of land through which the Issuer plans to construct its Mitchell Treaty Tunnels (the “MTT”); and the Mines Act Permit, which authorizes the Issuer, among other things, to build the MTT portals and the first 100m of the MTT beyond the portals. Approximately 12.5 km of the Issuer’s MTT would pass through mineral claims in which Tudor holds a 60% interest. Tudor’s application was unsuccessful and both the Licence of Occupation and the Mines Act Permit remain in effect. In its response to Tudor’s submission, the BC Ministry of Energy, Mines and Low Carbon Innovation confirmed that the mineral reserve, which covers the area in which the Issuer plans to construct the MTT, prohibits the obstruction, endangerment, or interference, with the construction, operation and maintenance of the MTT by any free miner, including Tudor. The response also stated that: “In any decision on the MTT Area within Tudor’s mineral tenure, the Chief Permitting Officer would consider the potential impacts to Tudor and the limitations imposed on Tudor by the [mineral reserve].”

The 2023 drill program at the Iskut Project was planned to (1) target an increase in the Bronson Slope gold-copper resource, (2) search for the intrusive source of the Bronson breccia pipe, and (3) investigate the Snip North target where historical drill data coincides with the structural trend identified at the property and where nearly all the significant mineral targets at the Iskut Project occur. The program at Snip North discovered a new gold-copper porphyry mineral system. Drilling at Bronson Slope confirmed the existence of a larger epithermal mineral deposit and enhanced the potential for a porphyry copper-gold occurrence at depth.

Drilling completed at the 3 Aces Project in 2023, around the historical Spades, Hearts, and Clubs zones, has successfully confirmed the key parameters controlling gold deposition on the property and provided a clear set of directions for follow-up evaluation and resource delineation. At contacts between thick phyllite sequences and coarse interbedded sandstone and conglomerate, second generation folding (F2) has produced discrete dilation zones on F2 synforms and antiforms where continuous gold mineralization and locally high-grade intervals are found. The 2023 program completed 7,759 meters of core and reverse circulation drilling within the Central Core Area of the 3 Aces project.

In mid-January 2024, the Issuer applied to the BC Environmental Assessment Office to have the KSM Project declared to have been “substantially started”. On July 26, 2024, KSMCo received a positive “substantially started” determination (the “SSD”) from the BC Government for the KSM Project. This determination makes the EAC no longer subject to expiry.

In January, 2024, the Issuer also announced the results of an updated prefeasibility study (“PFS”) at the Courageous Lake Project, with a further preliminary economic assessment evaluating a potential expansion of the mine presented in the PFS. The new Courageous Lake PFS (the “2024 CL PFS”) shows a more sustainable and profitable mining operation than the previous PFS prepared in 2012, with reduced initial capital, lower strip ratio, higher grade and smaller mine footprint.

In February 2024 the Issuer announced a new resource estimate for the Kerr and Iron Cap deposits at the KSM Project. The resource estimates were prepared with the same metal prices as used in the 2022 estimate but the underground block cave constraining shapes now have a mining grade shut-off applied. The new resource estimate increased inferred mineral resources at those deposits by 5.9 million ounces of gold and 3.3 billion pounds of copper and increased indicated mineral resources by 0.3 million ounces of gold and 0.2 billion pounds of copper (see “Description of the Issuer’s Business - KSM Project – Updated Kerr and Iron Cap Resource Estimates”).

The Issuer announced an updated mineral resource estimate for the Bronson Slope deposit at its Iskut Project in the second quarter of 2024. This resource estimate incorporates drilling by previous operators and drilling by Seabridge since it purchased the project in 2016. At a NSR cut-off of $10, the inferred mineral resource estimate is 517MT at 0.33 g/t Au and 0.09% Cu containing 5.4 million ounces of gold, an increase of 3.3M ounces, and 1,057 million pounds of copper.

Exploration at the Iskut Project in 2024 was directed at testing for source copper-gold porphyries for the intermediate sulfidation epithermal mineral systems at Snip North and Bronson Slope recognized in the 2023 program. The Issuer drilled over 23,000 meters focused on the Snip North and Bronson Slope targets. At Snip North, continuous gold and copper mineralization was discovered over a strike length of approximately 2,000m and a dip projection of at least 600m. At Snip North there are two distinct styles of mineralization represented: a high-temperature potassic Cu-Au domain interpreted as proximal to an intrusive source; and an Au-Ag domain indicative of a lower temperature intermediate sulphidation epithermal system.

Drilling at 3 Aces in 2024was designed to expand upon the comprehensive exploration model confirmed from last season’s drill program. The core drilling in 2024 expanded known mineralized zones in the Central Core Area (CCA).

The British Columbia government renewed the Issuer’s Licence of Occupation (“LoO”) for the MTT for a period of twenty years. The LoO provides KSMCo with the right to occupy the area in which it intends to construct the MTT. This new LoO replaces the original LoO for the MTT granted in 2014. The rights of Tudor and its joint venture partners to the area of the LoO that traverses their 11 mineral claims are subject to a conditional mineral reserve (the “Mineral Reserve”). The Mineral Reserve expressly limits the rights of the owners of these 11 mineral claims such that they may not “obstruct, endanger or interfere with, or allow any other person to obstruct, endanger or interfere with, the construction, operation or maintenance of” the MTT.

On November 22, 2024, Tsetsaut Skii km Lax Ha (“TSKLH”) filed a Petition (the “First Petition”) in the British Columbia Supreme Court seeking an order quashing the positive SSD by the Minister. TSKLH is an Indigenous group claiming an extensive traditional territory in northwest British Columbia, including the area of the KSM Project. On November 29, 2024, SkeenaWild Conservation Trust (“SCT”) and Southeast Alaska Indigenous Transboundary Commission (“SEITC”) filed a Petition (the “Second Petition”, and together with the First Petition, the “Petitions”) in the British Columbia Supreme Court seeking an order quashing the SSD. The EAC is unaffected by the filing of the Petitions and will remain in place if the Minister successfully defends the SSD.

The early construction activities at the KSM Project in 2024 included; additional work by BC Hydro on the TCT, developing access roads, clearing trees, and stockpiling topsoil in preparation for construction of the Taft Creek fish habitat offsetting ponds, and cost reduction and water management measures for Camp 11 operations.

On January 17, 2025 the Issuer filed a new Short Form Base Shelf Prospectus. On January 24, 2025, the Issuer entered into a Controlled Equity OfferingSM Sales Agreement and filed a Prospectus Supplement under which it may sell its Common shares through the lead agent, Cantor Fitzgerald & Co., thereby renewing the Issuer’s at-the-market offering facility. Sales only take place on the New York Stock Exchange.

On February 19, 2025 the Issuer completed the sale, under a bought deal underwriting co-led by RBC Capital Markets and Cantor Fitzgerald Canada Corporation, of 6,540,000 common shares at the price of US$12.25 per share for aggregate gross proceeds of approximately US$80 million. The Issuer also concurrently completed the sale, by way of private placement to a strategic investor, of 1,640,000 common shares at the price of US$12.25 per share for gross proceeds of approximately US$20 million.

At the date of this AIF, the Issuer plans exploration work at each of its Iskut, 3 Aces and Snowstorm Projects in 2025. The Issuer will also continue with the next year of its planned reclamation and closure plan for the Johnny Mountain Mine. At the KSM Project, the Issuer is principally directing its efforts in 2025 towards further work to collect data needed to undertake a feasibility study, with limited additional early construction planned. BC Hydro’s work on the TCT will also continue.

ITEM 3: DESCRIPTION OF THE ISSUER’S BUSINESS

General

The Issuer is in the business of acquiring, exploring and advancing gold prospective properties. The Issuer pursues a strategy that reduces its exposure to some of the largest risks of investing in gold exploration companies. Its goal is to provide strong returns to shareholders by maximizing leverage to the price of gold. Its strategy to achieve this goal is to try to optimize gold ownership per Common share by increasing gold resources more rapidly than shares outstanding. It has limited itself to properties in the United States of America and Canada. Seabridge also decided it would not build or operate mines, but that it would look to partner or sell assets that were advancing toward production.

The Issuer owns 7 properties, 4 of which have gold resources, and it has one material property; the KSM Project. Today, the KSM Project hosts the largest publicly disclosed undeveloped gold resource in the world1, with measured and indicated gold resources totaling more than 88 million ounces. The Issuer’s exploration success at the KSM Project has also defined significant copper and silver resources, with KSM containing 19.6 billion pounds of copper and 417.2 million ounces of silver in the measured and indicated resource categories. The combined gold, copper and silver, resources constitute a significant economic opportunity, and environmental approvals and certain permits are in place to advance early construction.

The Issuer holds a 100% interest in each of its properties other than a portion of the Snip North target to the north of the Iskut Project, in which it owns between a 95% and 100% interest. The Quartz Mountain project is subject to an option agreement under which the optionee may acquire a 100% interest in such project. At the date of this AIF, the estimated gold resources at the Issuer’s properties are set forth in the following table and are broken down by project and resource category.

Statement made comparing KSM’s size to other mineral deposits globally are made against, and based on, mineral resource and mineral reserve estimates disclosed by all publicly traded mining and exploration companies in North America, the United Kingdom, Australia, New Zealand and Singapore.

Mineral Resources (Gold and Copper)

		Measured										Indicated										Inferred
PROJECT	Cut-Off Grade (g/t)	Tonnes (000’s)		Gold Grade (g/t)		Gold (million ozs)		Copper Grade (%)		Copper (million lbs)		Tonnes (000’s)		Gold Grade (g/t)		Gold (million ozs)		Copper Grade (%)		Copper (million lbs)		Tonnes (000’s)		Gold Grade (g/t)		Gold (million ozs)		Copper Grade (%)		Copper (million lbs)
KSM
Mitchell	See Note 1		692,000		0.68		15,1		0.19		2,876		1,667,000		0.48		25.9		0.14		5,120		1,283,000		0.29		11.8		0.14		3,832
East Mitchell	See Note 1		1,013,000		0.65		21.1		0.11		2,514		746,000		0.42		10.0		0.08		1,390		281,000		0.37		3.3		0.07		403
Iron Cap	See Note 1		--		--		--		--		--		471,000		0.38		5.8		0.21		2,206		2,309,000		0.41		30.3		0.27		13,755
Sulphurets	See Note 1		--		--		--		--		--		446,000		0.55		7.9		0.21		2,064		223,000		0.44		3.2		0.13		639
Kerr	See Note 1		--		--		--		--		--		384,200		0.22		2.7		0.41		3,456		2,589,000		0.27		22.8		0.35		19,852
KSM Total²	--		1,705,000		0.66		36.2		0.14		5,390		3,714,000		0.44		52.3		0.17		14,236		6,685,000		0.33		71.5		0.26		38,481
Courageous Lake: CL Deposit Walsh Lake	0.8 0.8		6,007 --		2.84 --		0.548 --		-- --		-- --		139,167 --		2.34 --		10.4 --		-- --		-- --		40,603 4,134		2.52 4.18		3.3 0.6		-- --		-- --
Quartz Mountain4	0.34		3,480		0.98		0.1		--		--		54,330		0.91		1.6		--		--		44,800		0.72		1.0		--		--
Iskut (Bronson Slope)	See Note 3																						517,300		0.33		5.4		0.9		1,057

Note:

The resource estimates have been prepared in accordance with the standards and guidance referenced in NI 43-101. See “Cautionary Note to United States Investors Regarding Resource Estimates” in the Preliminary Notes.

1.	The cut-off grade for KSM is Cdn$10.75/t in net smelter return (NSR) for the Mitchell, East Mitchell and Sulphurets open pits and Cdn$9/t in NSR for the Kerr open pit. Total operating costs for the block cave shut-off for the Iron Cap and Kerr deposits are Cdn$16.5/t and Cdn$18/t, respectively.

2.	The effective dates of the KSM and Courageous Lake resource estimates above are as follows: KSM (Mitchell and East Mitchell), March 31, 2022, KSM (Iron Cap and Kerr), January 10, 2024; KSM (Sulphurets), December 31, 2019; Courageous Lake (Courageous Lake and Walsh Lake), January 16, 2024.

3.	The cut-off grade for the Iskut Project resource estimate at Bronson Slope is Cdn$10.00 in NSR and the effective date is June 25, 2024.

4.	Seabridge has entered into an option agreement under which third party may acquire a 100% interest in the Quartz Mountain project. The effective date of the resource estimate for the Quartz Mountain Project was in 2002.

The measured and indicated mineral resources at the KSM Project and Courageous Lake Project are inclusive of mineral reserves. Mineral resources which are not mineral reserves do not have demonstrated economic viability.

Sustainability (Environmental, Social, and Governance Matters)

The Issuer is committed to following strong Environmental, Social, Governance (“ESG”) practices, including climate-related practices and Diversity, Equity and Inclusion (“DEI”) initiatives, in a way that builds value for shareholders, stakeholders and partners. It is not just a one-time action or a single phase in project design. Pursuing sustainability entails creating a corporate culture and approach to business that is mindful of the impacts of the Issuer’s activities and decisions and the Issuer’s ability to influence positive change over time. This approach involves the Issuer prioritizing protection for environmental values in the areas of the Issuer’s projects, contributing to the health, economic, and social well-being of its employees and local communities, and acting on national and global priorities.

In December 2021 the Issuer published its inaugural Sustainability Report detailing its approach, efforts and progress in respect of ESG matters and the integration of sustainability into all aspects of the Issuer’s business. The reporting period for the inaugural Sustainability Report was January 1, 2020 to September 30, 2021. In September 2022, the Issuer published its Sustainability Report Supplement in respect of the final quarter of 2021. In May 2023, the Issuer released its 2022 Sustainability Report, which aligned with the reporting requirements of the Task Force on Climate-related Financial Disclosure (“TCFD”) and the Climate Disclosure Project (“CDP”). In May 2024, the Issuer released its 2023 Sustainability Report, which also added alignment with the reporting requirements of the Taskforce on Nature-related Financial Disclosures (“TNFD”).

The Issuer has adopted numerous policies furthering different aspects of ESG, including: an Environmental Policy, a Sustainability Policy, a Health and Safety Policy, a Diversity Policy, a Local Procurement Policy, a Community Sponsorship and Donation Policy, a Workplace Employment Policy, and a Respectful Workplace Policy and Program as well as multiple policies addressing matters of governance as set forth in the Issuer’s Management Proxy Circular.

Highlights of the Issuer’s ESG activities are set forth below and more detail is provided in its 2023 Sustainability Report, which is available under the “Sustainability” tab of the Issuer’s website (www.seabridgegold.com). The 2024 Sustainability Report, which will utilize integrated reporting, is expected to be released in May, 2025.

Environment

Through the implementation of responsible design, a design approach which places a greater emphasis on the protection of air, water quality, fish, wildlife and vegetation, the Issuer works to minimize the footprints and environmental impacts of its project designs in the context of its business. The Issuer performs ongoing evaluations of risks and opportunities associated with climate change and nature at the Board, executive management and operational level aligned to the TCFD, TNFD and CDP. The Issuer successfully captured and reported on its Scope 1 and 2 carbon emissions for the first time in respect of 2022. Since January 1, 2023, the Issuer has also implemented various measures to start collecting data for the purposes of being able to calculate Scope 3 emissions. Scope 3 emissions are not produced by the Issuer itself and are not the result of activities with assets owned or controlled by it, but are emissions by third parties whose business activity is either upstream or downstream within Seabridge’s value chain. The Issuer started its work on Scope 3 emissions by performing an analysis to identify purchased goods for which emissions can be calculated in the future. From its analysis, with respect to the Issuer’s contractors, only contractors that burn their own fuel fall within the remit of Scope 3. The Issuer’s Scope 3 emissions sources for the purposes of the Sustainability Report for 2023 included: commuting of both contractors and employees to the Issuer’s Project sites (KSM, Iskut, Snowstorm, 3 Aces and Courageous Lake), contracted waste management services, business travel inclusive of accommodation, and some transport and performance of the analysis of exploration laboratory samples.

Social Responsibility

The Issuer’s projects in Canada are located within or near the traditional territories of Indigenous groups (or First Nations). The Issuer’s approach to project planning emphasizes early, frequent, and transparent communication and providing timely responses to requests and queries. Through engagement and dialogue, the Issuer develops plans that consider and incorporate Indigenous feedback to address their needs and reasonable concerns. The Issuer maintains a focus on promoting employment and contracting opportunities for members of Indigenous groups. At the KSM Project, out of the aggregate spending on early construction works from 2021 to 2024 of $450 million, the Issuer spent $261 million, or 58% with businesses owned by, or in a business relationship with, governments or members of Indigenous groups from the area around the Project. Its efforts include direct community outreach, participation in career fairs, providing bursaries and educational programs for building knowledge and career development, working with local Indigenous businesses and their partners, implementing commitments in Impact and Benefit Agreements with the Nisga’a Nation and the Tahltan Nation, and encouraging contractors to do the same.

The Issuer’s commitment to local employment and procurement is not just in relation to its KSM Project. In 2024, across all its significant locations of operation:

●

approximately $10 million was spent on local procurement (with $10.3 million spent on local procurement in 2023)

●

7% of the total procurement budget was spent on local suppliers.

The Issuer’s efforts to support diversity and create a respectful work environment has also resulted in the women constituting 30% of its executive team and 57% of its workforce.

Governance

The Board is responsible for oversight and management of risks, including environmental and climate-change related risks. In 2021, the Board established a Sustainability Committee and broadened the scopes of other Board Committees’ responsibilities to include relevant ESG and DEI matters. The Board and its Sustainability Committee are responsible for the Issuer’s environmental and climate-related risk management and strategy. All members of the Sustainability Committee are directors. The Committee is currently led by the designated Chief Sustainability Officer, who oversees the performance of climate change commitments within the Issuer. Climate change is a standing agenda item for Sustainability Committee meetings, whereby concerns, data, targets, and strategy are discussed and reviewed. This is supplemented by work undertaken by the senior executive team. The outcomes of the Sustainability Committee’s work is reported to the Board of Directors at each meeting and an in depth strategic review at the Board level occurs on an annual basis.

The Issuer is committed to embedding ESG and climate-related risk into the performance evaluation and renumeration process. Each year, the Issuer establishes a set of objectives to be accomplished for the year. In 2024, 4 of the Issuer’s 15 objectives related to ESG and they had a collective weighting for incentive compensation of the Issuer’s officers of 17.5% and all of them were achieved. For 2024, these four objectives were:

Continue to strengthen the Issuer’s social license with Indigenous Partners and local communities. (Weighting: 5.5%)

Continue to develop and update our sustainability strategy to incorporate the values of Seabridge and reflect the requirements of regulatory and government agencies. (Weighting: 4.5%)

Continue to mature the Issuer’s risk management programs and systems. (Weighting: 3.5%)

Promote a positive culture of Health and Safety through continuous improvement in key leading indicators and initiatives implemented in 2023. (Weighting: 4%)

The Issuer began a formal risk management process several years ago, which was expanded in 2022 to include a review of climate related risks and in 2023 to include nature-related risks. In 2023 the Issuer’s executive and Board also undertook the first enterprise-level key risk review and further developed its risk management approach, including climate-related risks. The Issuer will continue to advance its risk management process in future years.

The Issuer has adopted a Diversity Policy and has achieved its goals of having a minimum of 30% of its directors and 30% of its executive officers be women and each of its Board and its executive team includes one person that is a member of a Canadian First Nation. In 2023 the Issuer adopted a Say-on-Pay Policy and its shareholders had the opportunity to vote on the Issuer’s compensation approach at its Annual General Meetings in 2023 and 2024. The Issuer has also established policies to promote responsible executive behaviour, including a “Clawback” Policy, an Equity Ownership Policy, a Whistleblower Policy and a Code of Business Ethics.

Cautionary Note Regarding Forward-Looking Statements

This AIF contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of Canadian securities laws concerning future events or future performance with respect to the Issuer’s projects, business approach and plans, including production, capital, operating and cash flow estimates; business transactions such as the potential sale or joint venture of the Issuer’s KSM Project and Courageous Lake Project (each as defined herein) and the acquisition or disposition of interests in other mineral properties; requirements for additional capital; the estimation of mineral resources and reserves; and the timing of completion and success of exploration and advancement activities, community relations, required regulatory and third party consents, permitting and related programs in relation to the KSM Project, Courageous Lake Project, Iskut Project, Snowstorm Project or 3 Aces Project. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives or future events or performance (often, but not always, using words or phrases such as “expects”, “anticipates”, “believes”, “plans”, “projects”, “estimates”, “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 statements of “potential” or something “possible”, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements and forward-looking information (collectively referred to in the following information simply as “forward-looking statements”). In addition, statements concerning mineral reserve and mineral resource estimates constitute forward-looking statements to the extent that they involve estimates of the mineralization expected to be encountered if a mineral property is developed and, in the case of reserves, the economics of a proposed mining operation.

Forward-looking statements are necessarily based on estimates and assumptions made by the Issuer in light of its experience and perception of historical trends, current conditions and expected future developments. In making the forward-looking statements in this AIF the Issuer has applied several material assumptions including, but not limited to, the assumption that: (1) market fundamentals will result in sustained demand and prices for gold and copper, and to a much lesser degree, silver and molybdenum; (2) the potential for production at its mineral projects will continue operationally, legally and economically; (3) any additional financing needed will be available on reasonable terms; (4) estimated mineral reserves and mineral resources at the Issuer’s projects have merit and there is continuity of mineralization as reflected in such estimates; and (5) the Issuer will receive and maintain all required regulatory approvals required in respect of its projects.

the Issuer’s history of net losses and negative cash flows from operations and expectation of future losses and negative cash flows from operations;

risks related to fluctuations in the market price of gold, copper and other metals;

uncertainty whether the reserves estimated on the Issuer’s mineral properties will be brought into production;

uncertainties relating to the assumptions underlying the Issuer’s reserve and resource estimates;

uncertainty of estimates of capital costs, operating costs, production and economic returns;

risks relating to performing site access and early site preparation construction activities at the KSM Project;

risks related to commercially producing precious metals and copper from the Issuer’s mineral properties;

risks related to fluctuations in foreign exchange rates;

uncertainty related to title to the Issuer’s mineral properties and rights of access over or through lands subject to third party rights, interests and mineral tenures;

risks related to increases in demand for exploration, advancement and construction services and equipment, and related cost increases following metals price increases;

increased competition in the mining industry;

risks related to the potential for a tariff war between the United States and several other countries, including Canada, and the potential impacts it may have on the Issuer’s ability to raise funds and obtain supplies needed for work programs;