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SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

 

 

F O R M 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of
August 2023

 

Commission File Number 1-32135

 

SEABRIDGE GOLD INC.

(Name of Registrant)

 

106 Front Street East, Suite 400, Toronto, Ontario, Canada M5A 1E1

(Address of Principal Executive Office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☐      Form 40-F ☒

 

 

 

 


 

SEABRIDGE GOLD INC.

(the “Company”)

 

See the Exhibit Index hereto for a list of the documents filed herewith and forming a part of this Form 6-K.

 

Exhibits 99.1 and 99.2 hereto are incorporated by reference (as exhibits) to the Company’s registration statements on Form S-8 (File No. 333-211331) and Form F-10 (File No. 333-268485), as may be amended and supplemented.

 

1


 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Seabridge Gold Inc.
  (Registrant)
   
  By: /s/Chris Reynolds
  Name:  Chris Reynolds
  Title: VP Finance and CFO

 

Date: August 14, 2023

 

2


 

EXHIBIT INDEX

 

Exhibit
Number
  Document Description
99.1   Unaudited Interim Condensed Consolidated Financial Statements for the Six Months ended June 30, 2023.
99.2   Management’s Discussion and Analysis for the Three Months ended June 30, 2023.
101.INS   Inline XBRL Instance Document.
101.SCH   Inline XBRL Taxonomy Extension Schema Document.
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

 

3

 

 

2023-06-30

Exhibit 99.1

 

SEABRIDGE GOLD INC.

 

UNAUDITED CONDENSED CONSOLIDATED INTERIM

FINANCIAL STATEMENTS

 

AS AT JUNE 30, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

SEABRIDGE GOLD INC.  

Consolidated Statements of Financial Position

 

(Expressed in thousands of Canadian dollars)

(Unaudited)

 

        June 30,     December 31,  
    Note     2023     2022  
Assets                  
Current assets                  
Cash and cash equivalents     4     $ 202,642     $ 46,150  
Short-term deposits     4      
-
      81,690  
Amounts receivable and prepaid expenses     5       10,196       8,220  
Investment in marketable securities     6       3,577       3,696  
Convertible notes receivable             594       631  
              217,009       140,387  
Non-current assets                        
Investment in associate     6       1,289       1,389  
Long-term receivables and other assets     7       95,353       51,703  
Mineral interests, property and equipment     8       997,970       881,497  
Reclamation deposits     10       21,183       20,643  
              1,115,795       955,232  
Total assets           $ 1,332,804     $ 1,095,619  
                         
Liabilities and shareholders’ equity                        
Current liabilities                        
Accounts payable and accrued liabilities     9     $ 62,040     $ 42,956  
Flow-through share premium     12       2,666       4,183  
Lease obligations             750       511  
Provision for reclamation liabilities     10       4,343       4,343  
              69,799       51,993  
Non-current liabilities                        
Secured notes     11       456,325       263,541  
Deferred income tax liabilities     17       31,068       31,934  
Lease obligations             1,098       1,115  
Provision for reclamation liabilities     10       5,757       6,503  
              494,248       303,093  
Total liabilities             564,047       355,086  
                         
Shareholders’ equity     12       768,757       740,533  
Total liabilities and shareholders’ equity           $ 1,332,804     $ 1,095,619  

 

Subsequent events (Note 11 and 12), commitments and contingencies (Note 18)

 

The accompanying notes form an integral part of these unaudited condensed consolidated interim financial statements.

 

Page 2


 

SEABRIDGE GOLD INC.

Consolidated Statements of Operations and Comprehensive Income (Loss)

(Expressed in thousands of Canadian dollars except common share and per common share amounts)

(Unaudited)

 

        Three months ended
June 30,
    Six months ended
June 30,
 
    Note     2023     2022     2023     2022  
                               
Remeasurement gain (loss) on secured notes     11     $ 10,379     $ 31,566     $ (1,367 )   $ 31,566  
Corporate and administrative expenses     15       (3,977 )     (2,868 )     (7,868 )     (7,469 )
Impairment of investment in associate     6       -       (873 )     -       (873 )
Equity loss of associate     6       (60 )     (46 )     (120 )     (90 )
Other income - flow-through shares     12       1,371       81       1,516       180  
Environmental rehabilitation (expense) gain     10       -       (26 )     -       41  
Unrealized loss on convertible notes receivable             (10 )     (13 )     (23 )     (19 )
Foreign exchange gain (loss)             5,111       (822 )     5,698       (959 )
Finance costs, interest expense and other income             (1,930 )     (315 )     (2,002 )     (3,419 )
Interest income             713       30       1,499       76  
Earnings (loss) before income taxes             11,597       26,714       (2,667 )     19,034  
Income tax (expense) recovery     17       (2,612 )     (7,626 )     868       (6,227 )
Net earnings (loss) for the period           $ 8,985     $ 19,088     $ (1,799 )   $ 12,807  
                                         
Other comprehensive income (loss)                                        
Items that will not be reclassified to net income or loss                                        
Remeasurement of secured notes     11     $ 8,728     $ 23,544     $ 1,127     $ 23,544  
Change in fair value of marketable securities             (267 )     (221 )     (119 )     (47 )
Tax impact             (2,320 )     (6,327 )     (287 )     (6,351 )
Total other comprehensive income             6,141       16,996       721       17,146  
Comprehensive income (loss) for the period           $ 15,126     $ 36,084     $ (1,078 )   $ 29,953  
                                         
Weighted average number of common shares outstanding                                        
Basic     12       82,434,434       80,144,953       81,998,804       79,701,761  
Diluted     12       82,646,724       80,392,391       81,998,804       79,966,924  
                                         
Earnings (loss) per common share                                        
Basic     12     $ 0.11     $ 0.24     $ (0.02 )   $ 0.16  
Diluted     12     $ 0.11     $ 0.24     $ (0.02 )   $ 0.16  

 

The accompanying notes form an integral part of these unaudited condensed consolidated interim financial statements.

 

Page 3


 

SEABRIDGE GOLD INC.

Consolidated Statements of Changes in Shareholders’ Equity

(Expressed in thousands of Canadian dollars except number of shares)
(Unaudited)

 

    Number
of Shares
    Share
Capital
    Warrants     Stock-based
Compensation
    Contributed
Surplus
    Deficit     Accumulated Other
Comprehensive
Gain (Loss)
    Total
Equity
 
                                                 
As at December 31, 2022     81,339,012     $ 856,462     $                -     $           4,655     $       36,160     $ (157,377 )   $            633     $ 740,533  
Share issuance – At-The-Market offering     1,281,667       23,411      
-
     
-
     
-
     
-
     
-
      23,411  
Share issuance – other (Note 11)     322,084       4,945       -       -      
-
     
-
     
-
      4,945  
Share issuance – RSUs vested     5,000       111       -       (111 )    
-
     
-
     
-
     
-
 
Share issuance costs     -       (1,066 )    
-
     
-
     
-
     
-
     
-
      (1,066 )
Deferred tax on share issuance costs     -       285      
-
     
-
     
-
     
-
     
-
      285  
Stock-based compensation     -      
-
     
-
      1,727      
-
     
-
     
-
      1,727  
Other comprehensive income     -      
-
     
-
     
-
     
-
     
-
      721       721  
Net loss for the period     -      
-
      -       -      
-
      (1,799 )    
-
      (1,799 )
As at June 30, 2023     82,947,763     $ 884,148     $ -     $ 6,271     $ 36,160     $ (159,176 )   $ 1,354     $ 768,757  
As at December 31, 2021     78,975,349     $ 809,269     $
-
    $ 8,697     $ 36,126     $ (149,983 )   $ (1,776 )   $ 702,333  
Share issuance – At-The-Market offering     995,989       22,746      
-
     
-
     
-
     
-
     
-
      22,746  
Share issuance – options exercised     186,007       4,106      
-
      (1,447 )    
-
     
-
     
-
      2,659  
Share issuance – RSUs vested     128,800       2,733      
-
      (2,733 )    
-
     
-
     
-
     
-
 
Share issuance costs     -       (607 )    
-
     
-
     
-
     
-
     
-
      (607 )
Deferred tax on share issuance costs     -       162      
-
     
-
     
-
     
-
     
-
      162  
Stock-based compensation     -      
-
     
-
      2,515      
-
     
-
     
-
      2,515  
Other comprehensive income     -      
-
     
-
     
-
     
-
     
-
      17,146       17,146  
Net income for the period     -      
-
     
-
     
-
     
-
      12,807      
-
      12,807  
As at June 30, 2022     80,286,145     $ 838,409     $ -     $ 7,032     $ 36,126     $ (137,176 )   $ 15,370     $ 759,761  

 

The accompanying notes form an integral part of these unaudited condensed consolidated interim financial statements.

 

Page 4


 

SEABRIDGE GOLD INC.

Consolidated Statements of Cash Flows

(Expressed in thousands of Canadian dollars)
(Unaudited)

 

    Three months ended
June 30,
    Six months ended
June 30,
 
    2023     2022     2023     2022  
                         
Operating Activities                        
Net earnings (loss)   $ 8,985     $ 19,088     $ (1,799 )   $ 12,807  
Adjustment for non-cash items:                                
Remeasurement (gain) loss on secured notes     (10,379 )     (31,566 )     1,367       (31,566 )
Stock-based compensation     859       222       1,727       2,515  
Other income – flow-through shares     (1,371 )     (81 )     (1,516 )     (180 )
Income tax recovery (expense)     2,612       7,626       (868 )     6,227  
Unrealized foreign exchange (gain) loss     (5,723 )     8,266       (6,281 )     7,163  
Other non-cash items     387       (399 )     556       (333 )
Adjustment for cash items:                                
Environmental rehabilitation disbursements     (637 )     (356 )     (870 )     (669 )
Changes in working capital items:                                
Amounts receivable and prepaid expenses     (2,030 )     609       (1,975 )     1,619  
Accounts payable and accrued liabilities     3,810       2,212       (1,486 )     (2,690 )
Net cash from (used in) operating activities     (3,487 )     5,621       (11,145 )     (5,107 )
                                 
Investing Activities                                
Investment in short-term deposits     (11 )     (118,621 )     (43 )     (118,638 )
Mineral interests, property and equipment     (47,736 )     (27,204 )     (90,547 )     (37,295 )
Long-term receivables    
-
      (13,983 )     (43,650 )     (30,381 )
Redemption of short-term deposits     1,312      
-
      81,732       29,260  
Investment in reclamation deposits     (518 )     (398 )     (540 )     (4,698 )
Net cash used in investing activities     (46,953 )     (160,206 )     (53,048 )     (161,752 )
                                 
Financing Activities                                
Secured notes     198,825      
-
      198,825       282,263  
Share issuance net of costs     17,028       9,370       22,344       22,139  
Exercise of options    
-
      1,039      
-
      2,659  
Payment of lease liabilities     (128 )     (43 )     (254 )     (64 )
Net cash from financing activities     215,725       10,366       220,915       306,997  
Effects of exchange rate fluctuation on cash and cash equivalents     (209 )     1,430       (230 )     1,374  
Net increase (decrease) in cash and cash equivalents during the period     165,076       (142,789 )     156,492       141,512  
Cash and cash equivalents, beginning of the period     37,566       295,824       46,150       11,523  
Cash and cash equivalents, end of the period   $ 202,642     $ 153,035     $ 202,642     $ 153,035  

 

The accompanying notes form an integral part of these unaudited condensed consolidated interim financial statements.

 

Page 5


 

SEABRIDGE GOLD INC.

Notes to the condensed consolidated interim financial statements

As at and for the six months ended June 30, 2023 and 2022

(Amounts in notes and in tables are in millions of Canadian dollars, except where otherwise indicated) (Unaudited)

 

1. Reporting entity

 

Seabridge Gold Inc. is comprised of Seabridge Gold Inc. (“Seabridge” or the “Company”) and its subsidiaries, KSM Mining ULC, Seabridge Gold (NWT) Inc., Seabridge Gold (Yukon) Inc., Seabridge Gold Corp., SnipGold Corp. and Snowstorm Exploration (LLC), and is a company engaged in the acquisition and exploration of gold properties located in North America. The Company was incorporated under the laws of British Columbia, Canada on September 4, 1979 and continued under the laws of Canada on October 31, 2002. Its common shares are listed on the Toronto Stock Exchange trading under the symbol “SEA” and on the New York Stock Exchange under the symbol “SA”. The Company is domiciled in Canada, the address of its registered office is 10th Floor, 595 Howe Street, Vancouver, British Columbia, Canada V6C 2T5 and the address of its corporate office is 106 Front Street East, 4th Floor, Toronto, Ontario, Canada M5A 1E1.

 

2. Basis of accounting

 

(a) Statement of compliance

 

These unaudited condensed consolidated interim financial statements (“consolidated interim financial statements”) were prepared in accordance with IAS 34, Interim Financial Reporting, using accounting policies consistent with those used by the Company in preparing the annual consolidated financial statements as at and for the year ended December 31, 2022 and should be read in conjunction with the Company’s annual consolidated financial statements as at and for the year ended December 31, 2022. They do not include all of the information required for a complete set of financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”). However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Company’s financial position and performance since the last annual financial statements. These consolidated interim financial statements were authorized for issue by the Company’s board of directors on August 14, 2023.

 

(b) Amended IFRS standard effective January 1, 2023

 

In May 2021, the IASB issued Deferred Tax related to Assets and Liabilities Arising from a Single Transaction which amended IAS 12, Income Taxes (“IAS 12”). Prior to the amendments, IAS 12 contained a recognition exemption whereby deferred income tax assets and liabilities were not recognized for temporary differences arising on initial recognition of assets and liabilities, other than in business combinations, that affect neither accounting nor taxable income. The amendments narrowed the scope of the recognition exemption in IAS 12 so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences.

 

The Company applied the amendments to IAS 12 to its consolidated financial statements for the annual reporting period beginning on January 1, 2023. The application of these amendments did not have an impact on the Company’s consolidated financial statements.

 

On May 23, 2023, the IASB issued amendments to IAS 12 which introduce a temporary exception from accounting for deferred taxes arising from the implementation of the Organization for Economic Co-operation and Development (“OECD”) Pillar Two model rules. The amendments provide relief from recognizing deferred taxes related to the OECD Pillar two income taxes as well as any related disclosure. The Company has applied the exception immediately upon issuance of the amendment and retrospectively in accordance with IAS 8 for the 2023 fiscal year.

 

Page 6


 

(c) Amended IFRS standard not yet effective

 

Certain pronouncements have been issued by the IASB that are mandatory for accounting periods after December 31, 2023:

 

Classification of Liabilities as Current or Non-current (Amendments to IAS 1) effective for annual periods beginning on or after January 1, 2024

 

Lease Liability in a Sale and Leaseback (Amendments to IFRS 16 Leases) effective for annual periods beginning on or after January 1, 2024.

 

None of these pronouncements are expected to have a significant impact on the Company’s consolidated financial statements upon adoption.

 

3. Significant accounting judgments, estimates and assumptions

 

The preparation of consolidated interim financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities as at the date of the consolidated interim financial statements and reported amounts of expenses during the six months ended June 30, 2023 and 2022. Estimates and assumptions used in the preparation of these consolidated interim financial statements are consistent with those used by the Company in preparing the annual consolidated financial statements as at and for the year ended December 31, 2022. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events which are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

 

4. Cash and cash equivalents and short-term deposits

 

($000s)     June 30,
2023
      December 31,
2022
 
Cash and cash equivalents     202,642       46,150  
Short-term deposits    
-
      81,690  
      202,642       127,840  

 

All of the cash and cash equivalents are held in Canadian Schedule I banks. Short-term deposits consist of Canadian Schedule I bank guaranteed deposits and are cashable in whole or in part with interest at any time to maturity.

 

 

5. Amounts receivable and prepaid expenses

 

($000s)     June 30,
2023
      December 31,
2022
 
HST     2,436       4,247  
Prepaid expenses and other receivables     7,760       3,973  
      10,196       8,220  

 

As at June 30, 2023, the prepaid expenses and other receivables includes $3.4 million prepayment for camp and helicopter support services (December 31, 2022 - $0.3 million), $1.6 million prepayment for insurance premiums (December 31, 2022 - $0.7 million), and $2.0 million loan receivable from Paramount Gold Nevada Corp. (“Paramount”) (December 31, 2022 - $1.4 million).

 

Page 7


 

6. Investments

 

($000s)     January 1,
2023
      Fair value through other comprehensive income (loss)       Loss of associate      

 

 

 

Impairment

      Additions      

June 30,

2023

 
Current assets:                                                
Investments in marketable securities     3,696       (119 )    
-
     
-
     
-
      3,577  
                                                 
Non-current assets:                                                
Investment in associate     1,389       -       (120 )     -       20 (b)     1,289  
                                                 
($000s)     January 1,
2022
      Fair value through other comprehensive income (loss)       Loss of associate       Impairment       Additions       December 31,
2022
 
Current assets:                                                
Investments in marketable securities     3,367       329       -       -       -       3,696  
                                                 
Non-current assets:                                                
Investment in associate     2,429       -       (206 )     (873 )(a)     39 (b)     1,389  

 

(a) The Company accounts for its investment in Paramount, a publicly listed company, using the equity method. During 2022, the Company concluded that the fair value of its investment in Paramount, determined based on the market price, had declined significantly and recorded an impairment of $0.9 million in the consolidated statements of operations and comprehensive income (loss).

 

(b) In 2023, the Company received 43,928 common shares of Paramount for payment of interest, on the secured convertible notes, that accrued between July 1, 2022 and December 31, 2022. In 2022, the Company received 55,322 common shares of Paramount for payment of interest on the secured convertible notes accrued between July 1, 2021 and June 30, 2022.

 

The Company holds common shares of several mining companies that were received as consideration for optioned mineral properties and other short-term investments, including one gold exchange traded receipt. These financial assets are recorded at fair value of $3.6 million (December 31, 2022 - $3.7 million) in the consolidated statements of financial position. At June 30, 2023, the Company revalued its holdings in its investments and recorded a fair value decrease of $0.1 million in the statement of operations and comprehensive income (loss).

 

Investment in associate relates to Paramount. As at June 30, 2023, the Company holds a 4.9% (December 31, 2022 – 5.6%) interest in Paramount for which it accounts using the equity method on the basis that the Company has the ability to exert significant influence through its representation on Paramount’s board of directors. During six months ended June 30, 2023, the Company recorded its proportionate share of Paramount’s net loss of $0.1 million (2022 – $0.1 million) within equity loss of associate on the consolidated statements of operations and comprehensive income (loss). As at June 30 2023, the carrying value of the Company’s investment in Paramount was $1.3 million (December 31, 2022 - $1.4 million).

 

Page 8


 

7. Long-term receivables and other assets

 

($000s)     June 30,
2023
    December 31,
2022
 
BC Hydro 1     82,150     38,500  
Canadian Exploration Expenses (Note 17)     9,337     9,337  
British Columbia Mineral Exploration Tax Credit 2     3,866     3,866  
      95,353     51,703  

 

1) During the first quarter in 2023, the Company paid $43.6 million (as at December 31, 2022, $38.5 million) to British Columbia Hydro and Power Authority (“BC Hydro”) as advance payment made pursuant to the Company signing a facilities agreement with BC Hydro covering the design and construction of facilities to supply hydro-sourced electricity to the KSM project.

 

2) During 2016, upon the completion of an audit of the application by tax authorities of the British Columbia Mineral Exploration Tax Credit (“BCMETC”) program, the Company was reassessed $3.6 million, including accrued interest for expenditures that the tax authority has categorized as not qualifying for the BCMETC program. The Company recorded a $3.6 million provision within non-trade payables and accrued expenses on the consolidated statements of financial position as at December 31, 2016 with a corresponding increase in mineral interests. In 2017 the Company filed an objection to the reassessment with the appeals division of the tax authorities and paid one-half of the accrued balance to the Receiver General and reduced the provision by $1.8 million. In 2019, the Company received a decision from the appeals division that the Company’s objection was denied, and the Company filed a Notice of Appeal with the British Columbia Supreme Court. The Attorney General of Canada replied to the facts and arguments in the Company’s Notice of Appeal and stated its position that the Company’s expenditures did not qualify for the BCMETC program. During the first quarter of 2023, the Company completed discovery process with the Department of Justice and will continue to move the appeal process forward, including settling an agreed statement of facts and settling court dates for the hearing. The Company intends to continue to fully defend its position. Based on the facts and circumstances of the Company’s objection, the Company concludes that it is more likely than not that it will be successful in its objection. As at June 30, 2023, the Company has paid $1.6 million to the Receiver General, and the Canada Revenue Agency (CRA) has withheld $2.3 million of HST credits due to the Company that would fully cover the residual balance, including interest, should the Company be unsuccessful in its challenge. The amount recorded in long-term receivables as of June 30, 2023 of $3.9 million includes the initial reassessment of $3.6 million, plus accrued interest.

 

8. Mineral Interests, Property and Equipment

 

($000s)   Mineral interests     Construction in progress     Property & equipment 1     Right-of-use assets 1     Total  
Cost                                        
As at January 1, 2022     632,005       27,061       3,080       407       662,553  
Additions     55,069       120,287       43,177       2,030       220,563  
As at December 31, 2022     687,074       147,348       46,257       2,437       883,116  
Additions     20,552       96,366       -       781       117,699  
As at June 30, 2023     707,626       243,714       46,257       3,218       1,000,815  
Accumulated Depreciation                                        
As at January 1, 2022    
-
     
-
      117       157       274  
Depreciation expense    
-
     
-
      953       392       1,345  
As at December 31, 2022    
-
     
-
      1,070       549       1,619  
Depreciation expense 1     -       -       849       377       1,226  
As at June 30, 2023    
-
      -       1,919       926       2,845  
Net Book Value                                        
As at December 31, 2022     687,074       147,348       45,187       1,888       881,497  
As at June 30, 2023     707,626       243,714       44,338       2,292       997,970  

 

1) Depreciation expense related to camps, equipment, and right-of-use assets associated with the KSM construction is capitalized to construction in progress.

 

Page 9


 

Mineral interests, property and equipment additions by project are as follows.

 

          Six months ended June 30, 2023        
($000s)   January 1,
2023
    Mineral interests     Construction in progress     Property & equipment     Right-of-
use assets
    Total Additions     June 30,
2023
 
Additions                                          
KSM 1     707,190       13,897       95,318      
      -
      781       109,996       817,186  
Courageous Lake     77,999       1,169      
-
     
-
     
-
      1,169       79,168  
Iskut     49,904       3,826      
-
     
-
     
-
      3,826       53,730  
Snowstorm     34,562       495      
-
     
-
     
-
      495       35,057  
3 Aces     12,079       1,165       1,048      
-
     
-
      2,213       14,292  
Grassy Mountain     771      
-
     
-
     
-
     
-
     
-
      771  
Corporate     611      
-
     
-
     
-
     
-
     
-
      611  
      883,116       20,552       96,366      
-
      781       117,699       1,000,815  

 

          Year ended December 31, 2022        
($000s)   January 1,
2022
    Mineral interests     Construction in progress     Property & equipment     Right-of-
use assets
    Total Additions     December 31,
2022
 
Additions                                          
KSM 1     502,015       39,985       120,287       43,177       1,726       205,175       707,190  
Courageous Lake     77,176       823      
-
     
-
     
-
      823       77,999  
Iskut     41,779       8,125      
-
     
-
     
-
      8,125       49,904  
Snowstorm     31,471       3,091      
-
     
-
     
-
      3,091       34,562  
3 Aces     9,034       3,045      
-
     
-
     
-
      3,045       12,079  
Grassy Mountain     771      
-
     
-
     
-
     
-
     
-
      771  
Corporate     307      
-
     
-
     
-
      304       304       611  
      662,553       55,069       120,287       43,177       2,030       220,563       883,116  

 

1) The KSM construction in progress additions includes $9.9 million of capitalized borrowing costs (year ended December 31, 2022 - $14.7 million).

 

Continued exploration of the Company’s mineral properties is subject to certain permitting payments, project holding costs, rental fees and filing fees.

 

a) KSM

 

In 2001, the Company purchased a 100% interest in contiguous claim blocks in the Skeena Mining Division, British Columbia. The vendor maintains a 1% net smelter royalty interest on the project, subject to maximum aggregate royalty payments of $4.5 million. The Company is obligated to purchase the net smelter royalty interest for the price of $4.5 million in the event that a positive feasibility study demonstrates a 10% or higher internal rate of return after tax and financing costs.

 

In 2011 and 2012, the Company completed agreements granting a third party an option to acquire a 2% net smelter royalty on all gold and silver production sales from KSM for a payment equal to the lesser of $160 million or an amount in Canadian dollars equal to US$200 million. The option is exercisable for a period of 60 days following the announcement of receipt of all material approvals and permits, full project financing and certain other conditions for the KSM Project.

 

In December 2020, the Company purchased the Snowfield (renamed East Mitchell) property from Pretium Resources Inc. The East Mitchell property, located in the same valley that hosts KSM's Mitchell deposit, was purchased for US$100 million ($127.5 million) in cash, a 1.5% net smelter royalty on East Mitchell property production, and a conditional payment of US$20 million, payable following the earlier of (i) commencement of commercial production from East Mitchell property, and (ii) announcement by the Company of a bankable feasibility study, which includes the East Mitchell property. US$15 million of the conditional payment can be credited against future royalty payments.

 

Additions to mineral interests of $13.9 million (2022 - $40.0 million) consisted of costs incurred to carry out the Company’s environmental, technical support, exploration and drilling programs at KSM.

 

Additions to construction in progress consisted of $84.6 million (2022 - $104.6 million) of KSM assets under construction costs, $9.9 million (2022 - $14.7 million) of capitalized borrowing costs related to the secured notes liability interest expense, and $0.8 million (2022 - $0.9 million) of capitalized depreciation expense.

 

b) Courageous Lake

 

In 2002, the Company purchased a 100% interest in the Courageous Lake gold project from Newmont Canada Limited and Total Resources (Canada) Limited. The Courageous Lake gold project consists of mining leases located in Northwest Territories of Canada.

 

c) Iskut

 

On June 21, 2016, the Company purchased 100% of the common shares of SnipGold Corp. which owns the Iskut Project, located in northwestern British Columbia.

 

Page 10


 

d) Snowstorm

 

In 2017, the Company purchased 100% of the common shares of Snowstorm Exploration LLC which owns the Snowstorm Project, located in northern Nevada. In connection with the acquisition, the Company has agreed to make a conditional cash payment of US$2.5 million if exploration activities at the Snowstorm Project result in defining a minimum of five million ounces of gold resources compliant with National Instrument 43-101 and a further cash payment of US$5.0 million on the delineation of an additional five million ounces of gold resources.

 

e) 3 Aces

 

In 2020, the Company acquired a 100% interest in the 3 Aces gold project in the Yukon, Canada from Golden Predator Mining Corp. through the issuance of 300,000 common shares valued at $6.6 million. Should the project attain certain milestones, including the confirmation of a National Instrument 43-101 compliant mineral resource of 2.5 million ounces of gold, the Company will pay an additional $1 million, and upon confirmation of an aggregate mineral resource of 5 million ounces of gold, the Company will pay an additional $1.25 million.

 

f) Grassy Mountain

 

In 2013, the Company sold 100% of its interest in the Grassy Mountain Project with a net book value of $0.8 million retained within mineral properties, related to the option to either receive, at the discretion of the Company, a 10% net profits interest royalty or a $10 million cash payment. Settlement is due four months after the later of: the day that the Company receives a feasibility study on the project; and the day that the Company is notified that permitting and bonding for the mine is in place. The current owner of the Grassy Mountain Project is Paramount who completed a feasibility study in 2020 but they have not notified the Company that permitting and bonding for the mine is in place.

 

9. Accounts payable and accrued liabilities

 

($000s)   June 30,
2023
    December 31,
2022
 
Trade payables (a)     16,663       15,686  
Non-trade payables and accrued expenses (b)     45,377       27,270  
      62,040       42,956  

 

(a) Includes accrued interest payable of $4.9 million (December 31, 2022 – nil).

 

(b) Non-trade payables and accrued expenses include $41.9 million (December 31, 2022 – $26.3 million) of accrued expenses related to construction at KSM.

 

10. Provision for reclamation liabilities

 

($000s)   June 30,
2023
    December 31,
2022
 
Beginning of the period     10,846       8,442  
Disbursements     (870 )     (4,519 )
Environmental rehabilitation expense    
-
      6,851  
Accretion     124       72  
End of the period     10,100       10,846  
                 
Provision for reclamation liabilities – current     4,343       4,343  
Provision for reclamation liabilities – long-term     5,757       6,503  
      10,100       10,846  

 

The estimate of the provision for reclamation obligations, as at June 30, 2023, was calculated using the estimated undiscounted cash flows of future reclamation costs of $10.8 million (December 31, 2022 - $11.5 million) and the expected timing of cash payments required to settle the obligations between 2023 and 2026. As at June 30, 2023, the discounted future cash outflows are estimated at $10.1 million (December 31, 2022 - $10.8 million). The nominal discount rate used to calculate the present value of the reclamation obligations was 4.5% at June 30, 2023 (4.07% - December 31, 2022). During the six months ended June 30, 2023, reclamation disbursements amounted to $0.9 million (six months ended June 30, 2022 - $0.7 million).

 

Page 11


 

In 2022, the Company updated the closure plan for the Johnny Mountain mine site and charged an additional $6.6 million of rehabilitation expenses to the consolidated statements of operations and comprehensive income (loss).

 

In 2023, the Company placed $0.5 million on deposit as security for the reclamation obligations at KSM and 3 Aces. As at June 30, 2023, the Company has placed a total of $21.2 million (December 31, 2022 - $20.6 million) on deposit with financial institutions or with government regulators that are pledged as security against reclamation liabilities. The deposits are recorded on the consolidated statements of financial position as reclamation deposit. As at June 30, 2023, the Company had $10.3 million (December 31, 2022, $7.9 million) of uncollateralized surety bond, issued pursuant to arrangements with an insurance company, in support of environmental closure costs obligations related to the KSM and 3 Aces projects.

 

11. Secured notes liability

 

(a) 2022 Secured Note

 

On February 25, 2022, the Company, through its wholly-owned subsidiary, KSM Mining ULC (“KSMCo”) signed a definitive agreement to sell a secured note (or “2022 Secured Note”) that is to be exchanged at maturity for a silver royalty on its 100% owned KSM Project (“KSM”) to institutional investors (“Investors”) for US$225 million. The transaction closed on March 24, 2022. The key terms of the 2022 Secured Note include:

 

When the 2022 Secured Note matures, the Investors will use all of the principal amount repaid on maturity to purchase a 60% gross silver royalty (the “Silver Royalty”). Maturity occurs upon the first to occur of:

 

a) Commercial production being achieved at KSM; and

 

b) Either on February 25, 2032, the 10-year anniversary, or if the Environmental Assessment Certificate (“EAC”) expires and the Investors do not exercise their right to put the 2022 Secured Note to the Company, on February 25, 2032, the 13-year anniversary of the issue date of the 2022 Secured Note.

 

Prior to its maturity, the 2022 Secured Note bears interest at 6.5% per annum, payable quarterly in arrears. The Company can elect to satisfy interest payments in cash or by delivering common shares.

 

The Company has the option to buyback 50% of the Silver Royalty, once exchanged on or before 3 years after commercial production has been achieved, for an amount that provides the Investors a minimum guaranteed annualized return.

 

If project financing to develop, construct and place KSM into commercial production is not in place by February 25, 2027, the Investors can put the 2022 Secured Note back to the Company for US$232.5 million, with the Company able to satisfy such amount in cash or by delivering common shares at its option. This right expires once such project financing is in place. If the Investors exercise this put right, the Investors’ right to purchase the Silver Royalty terminates.

 

If KSM’s EAC expires at anytime while the 2022 Secured Note is outstanding, the Investors can put the 2022 Secured Note back to the Company for US$247.5 million at any time over the following nine months, with the Company able to satisfy such amount in cash or by delivering common shares at its option. If the Investors exercise this put right, the Investors’ right to purchase the Silver Royalty terminates.

 

If commercial production is not achieved at KSM prior to the tenth anniversary from closing, the Silver Royalty payable to the Investors will increase to a 75% gross silver royalty (if the EAC expires during the term of the 2022 Secured Note and the corresponding put right is not exercised by the Investors, this uplift will occur at the thirteenth anniversary from closing).

 

No amount payable shall be paid in common shares if, after the payment, any of the Investors would own more than 9.9% of the Company’s outstanding shares.

 

The Company’s obligations under the 2022 Secured Note are secured by a charge over all of the assets of KSMCo and a limited recourse guarantee from the Company secured by a pledge of the shares of KSMCo.

 

To satisfy the interest payment on the 2022 Secured Note, during the current quarter, the Company issued 322,084 common shares, and subsequent to the quarter end the Company issued 315,289 common shares, in respect of the interest incurred during the first and second quarter of 2023, respectively.

 

Page 12


 

A number of the above noted options within the agreement represent embedded derivatives. Management has elected to not separate these embedded derivatives from the underlying host secured note, and instead account for the entire secured note as a financial liability at fair value through profit or loss.

 

The Company entered into the loan commitment within the scope of IFRS 9 ‘Financial Instruments’ on February 25, 2022 related to the 2022 Secured Note, as at that date, the Company and the Investors were committed under pre-specified terms and conditions to complete the transaction. The loan commitment was initially recognized at a fair value of US$225 million. Upon funding of the 2022 Secured Note on March 24, 2022, the loan commitment was settled with no gain or loss recognized.

 

The 2022 Secured Note was recognized at its estimated fair value at initial recognition of $282.3 million (US$225 million) using a discounted cash flow model with a Monte Carlo simulation. This incorporated several scenarios and probabilities of the EAC expiring, achieving commercial production and securing project financing, silver prices forecast from five year quoted forward price, and the discount rates. During the six months ended June 30, 2023, the fair value of the 2022 Secured Note decreased, and the Company recorded $5.8 million gain (year ended December 31, 2022 - $18.7 million gain) on the remeasurement.

 

The following inputs and assumptions were used in the determination of fair value:

 

Inputs and assumptions   June 30,
2023
    December 31,
2022
 
Forecast silver production in thousands of ounces     166,144       166,144  
Five year quoted future silver price     US$28.27       US$29.38  
Risk-free rate     3.8 %     3.4 %
Credit spread     5.4 %     5.3 %
Share price volatility     60 %     60 %
Silver royalty discount factor     9.1 %     8.6 %

 

The carrying amount for the 2022 Secured Note is as follows:

 

($000s)     June 30,
2023
      December 31,
2022
 
Fair value beginning of the period     263,541       282,263  
Change in fair value (gain) loss through profit and loss     1,367       (36,967 )
Change in fair value (gain) loss through other comprehensive income (loss)     (1,127 )     (2,912 )
Foreign currency translation (gain) loss     (6,056 )     21,157  
Total change in fair value     (5,816 )     (18,722 )
Fair value end of the period     257,725       263,541  

 

Page 13


 

Sensitivity Analysis:

 

For the fair value of the 2022 Secured Note, reasonably possible changes at the reporting date to one of the significant inputs, holding other inputs constant, would have the following effects:

 

Key Inputs   Inter-relationship between significant inputs and
fair value measurement
  Increase
(decrease)
(millions)
 
Key observable inputs   The estimated fair value would increase (decrease) if:      
● Silver price forward curve   ● Future silver prices were 10% higher   $ 13.4  
    ● Future silver prices were 10% lower   $ (13.5 )
             
● Discount rates   ● Discount rates were 1% higher   $ (21.5 )
    ● Discount rates were 1% lower   $ 25.2  
Key unobservable inputs            
● Forecasted silver production   ● Silver production indicated silver ounces were 10% higher   $ 13.4  
    ● Silver production indicated silver ounces were 10% lower   $ (13.5 )

 

(b) 2023 Secured Note

 

On June 29, 2023, the Company, through its wholly-owned subsidiary, KSM Mining ULC (“KSMCo”) executed an agreement to sell a secured note and royalty arrangement (collectively referred to as the “2023 Secured Note”) on the KSM Project with Sprott Private Resource Streaming and Royalty (B) Corp. (“Sprott”). The 2023 Secured Note has a principal amount of US$150 million, bears interest at 6.5% per annum and matures upon commercial production, March 24, 2032 or March 24, 2035. The arrangement includes conditions and multiple features that will alter the Company’s obligation to Sprott. The 2023 Secured Note includes options for Sprott to put the royalty back to the Company if the EAC expires or if project financing for construction is not secured. Unless Sprott exercises its put rights at an earlier date, the 2023 Secured Note is to be exchanged at maturity for a net smelter returns royalty (the “NSR”) on all metals produced from the KSM Project and sold, in the range of 1% to 1.5%, to be paid in perpetuity. The Company has the option to reduce the NSR percentage after commercial production.

 

The key terms of the 2023 Secured Note include:

 

The 2023 Secured Note matures (“Maturity Date”) at the earlier of:

 

a) commercial production being achieved at KSM; and

 

b) either March 24, 2032, or, if the environmental assessment certificate (“EAC”) expires and Sprott does not exercise its right to put the Note to the Company, March 24, 2035.

 

On the Maturity Date, the NSR is issued and Sprott may satisfy the obligation to pay the NSR purchase price of US$150 million with cash or setting-off the amount against the note principal amount due.

 

Prior to its maturity, the 2023 Secured Note bears interest at 6.5% per annum, payable quarterly in arrears. Payment of quarterly interest due from the closing date to the second anniversary is deferred and US$21.5 million must be paid on or before 30 months after the closing date. Deferred interest can be satisfied by way of cash, common shares or increasing the NSR percentage from 1 to 1.2%. The Company can elect to satisfy quarterly interest payments in cash or by having Seabridge issue common shares, with a value equal to a 5% discount on the 5-day volume weighted average trading price (“VWAP”).

 

Project Financing Repayment Amount: If project financing to develop, construct and place the KSM Project into commercial production is not in place by March 24, 2027, Sprott can put the Note back to the Company for:

 

a) if the Company is obligated to sell Sprott a 1% NSR on the Maturity Date at the time US$155 million plus accrued and unpaid interest, or

 

b) if the Company is obligated to sell Sprott a 1.2% or 1.5% NSR on the Maturity Date at the time, US$180 million plus accrued and unpaid interest.

 

EAC Repayment Amount: If the KSM Project’s EAC expires at anytime while the Note is outstanding, Sprott can put the Note back to the Company at any time over the following nine months for:

 

a) if the Company is obligated to sell Sprott a 1% NSR on the Maturity Date at the time, US$165 million plus accrued and unpaid interest, or

 

b) if the Company is obligated to sell Sprott a 1.2% NSR on the Maturity Date at the time, US$186.5 million plus accrued and unpaid interest.

 

No amount payable shall be paid in common shares if, after the payment, Sprott would own more than 9.9% of the Company’s outstanding shares.

 

Page 14


 

If Sprott exercises these put rights, its right to purchase the NSR terminates. The Company can elect to make payment in the form of Seabridge common shares instead of cash for the EAC and the Project Financing Repayment Amount, the Deferred interest Payment and any Interest Payment described above.

 

A number of the above noted options within the agreement represent embedded derivatives. Management has elected to not separate these embedded derivatives from the underlying host secured note, and instead account for the entire secured note as a financial liability at fair value through profit or loss.

 

The 2023 Secured Note was recognized at its estimated fair value at initial recognition of $198.8 million (US$150 million) using a discounted cash flow model with a Monte Carlo simulation. This incorporated several scenarios and probabilities of the EAC expiring, achieving commercial production and securing project financing, metal prices forecast and discount rates. The fair value of the 2023 Secured Note remained unchanged, from the initial recognition on June 29, 2023 to June 30, 2023, except for a $0.2 million gain due to foreign currency translation.

 

The following inputs and assumptions were used in the determination of fair value:

 

Inputs and assumptions   June 29,
2023
 
Forecast NSR:        
Gold in thousands of ounces     10,500  
Silver in thousands of ounces     29,876  
Copper in millions of pounds     19,322,467  
Molybdenum in millions of pounds     152,310  
Five year quoted future metal price        
Gold per ounce   US$ 2,352.04  
Silver per ounce   US$ 27.51  
Copper per pound   US$ 3.64  
Molybdenum per pound   US$ 22.99  
Risk-free rate     3.9 %
Credit spread     5.4 %
Share price volatility     60 %
NSR royalty discount factor     9.1 %

 

Sensitivity Analysis:

 

For the fair value of the 2023 Secured Note, reasonably possible changes at the reporting date to one of the significant inputs, holding other inputs constant, would have the following effects:

 

Key Inputs   Inter-relationship between significant inputs and
fair value measurement
  Increase
(decrease)
(millions)
 
Key observable inputs   The estimated fair value would increase (decrease) if:      
           
● Metals price forward curve   ● Future metal prices were 10% higher   $ 13.2  
    ● Future metal prices were 10% lower   $ (13.2 )
             
● Discount rates   ● Discount rates were 1% higher   $ (22.5 )
    ● Discount rates were 1% lower   $ 26.2  
Key unobservable inputs            
● Forecasted metal production   ● Metal production indicated volumes were 10% higher   $ 13.2  
    ● Metal production indicated volumes were 10% lower   $ (13.2 )

 

12. Shareholders’ equity

 

The Company is authorized to issue an unlimited number of preferred shares and common shares with no par value. No preferred shares have been issued or were outstanding at June 30, 2023 or December 31, 2022.

 

The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition, exploration and development of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business.

 

Page 15


 

The properties in which the Company currently has an interest are in the pre-operating stage, as such the Company is dependent on external financing to fund its activities. In order to carry out the planned exploration and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed.

 

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company’s approach to capital management during 2023. The Company considers its capital to be share capital, stock-based compensation, warrants, contributed surplus and deficit. The Company is not subject to externally imposed capital requirements.

 

a) Equity financings

 

During the first quarter of 2021, the Company entered into an agreement with two securities dealers, for an At-The-Market offering program, entitling the Company, at its discretion, and from time to time, to sell up to US$75 million in value of common shares of the Company. This program was in effect until the Company’s US$775 million Shelf Registration Statement, that expired in December 2022, was replaced with a new US$750 million the same month. During the first quarter of 2023, a US$100 million prospectus supplement was filed and the program was renewed. In the first quarter of 2023, the Company entered into a new agreement with two securities dealers, for an At-The-Market offering program, entitling the Company, at its discretion, and from time to time, to sell up to US$100 million in value of common shares of the Company. This program can be in effect until the Company’s US$750 million Shelf Registration Statement expires in 2025. During the six months ended June 30, 2023, the Company issued 1,281,667 shares, at an average selling price of $18.27 per share, for net proceeds of $22.9 million under the Company’s At-The-Market offering. Subsequent to the quarter end, the Company issued 238,489 shares, at an average selling price of $17.00 per share, for net proceeds of $4.0 million under the Company’s At-The-Market offering. In 2022, the Company issued 998,629 shares, at an average selling price of $22.82 per share, for net proceeds of $22.3 million under the Company’s At-The-Market offering.

 

In December 2022, the Company issued a total of 675,400 flow-through common shares at an average $22.24 per common share for aggregate gross proceeds of $15.0 million. The Company committed to renounce its ability to deduct qualifying exploration expenditures for the equivalent value of the gross proceeds of the flow-through financing and transfer the deductibility to the purchasers of the flow-through shares. The effective date of the renouncement was December 31, 2022. At the time of issuance of the flow-through shares, $4.2 million premium was recognized as a liability on the consolidated statements of financial position. During six month ended June 30, 2023, the Company incurred $5.3 million of qualifying exploration expenditures and $1.5 million of the premium was recognized through other income on the consolidated statements of operations and comprehensive income (loss).

 

b) Stock options and restricted share units

 

The Company provides compensation to directors and employees in the form of stock options and RSUs. Pursuant to the Share Option Plan, the Board of Directors has the authority to grant options, and to establish the exercise price and life of the option at the time each option is granted, at a price not less than the closing price of the common shares on the Toronto Stock Exchange on the date of the grant of such option and for a period not exceeding five years. All exercised options are settled in equity. Pursuant to the Company’s RSU Plan, the Board of Directors has the authority to grant RSUs, and to establish terms of the RSUs including the vesting criteria and the life of the RSUs.

 

Page 16


 

Stock option and RSU transactions were as follows:

 

    Options     RSUs     Total  
    Number of
Options
    Weighted
Average
Exercise
Price ($)
    Amortized
Value of
options
($000s)
    Number of
RSUs
    Amortized
Value of
RSUs
($000s)
    Stock-based
Compensation
($000s)
 
Outstanding January 1, 2023     477,500       15.85       4,117       345,266       538       4,655  
Granted    
-
     
-
     
-
      20,000      
-
     
-
 
Exercised option or vested RSU     -       -       -       (5,000 )     (111 )     (111 )
Amortized value of stock-based compensation    
-
     
-
     
-
     
-
      1,727       1,727  
Outstanding at June 30, 2023     477,500       15.85       4,117       360,266       2,154       6,271  
                                                 
Exercisable at June 30, 2023     477,500                                          

 

    Options     RSUs      Total  
    Number of Options     Weighted
Average
Exercise
Price ($)
    Amortized
Value of
options
($000s)
    Number of
RSUs
    Amortized
Value of
RSUs
($000s)
    Stock-based Compensation ($000s)  
Outstanding at January 1, 2022     1,023,334       14.61       8,125         173,800       572     8,697  
Granted    
-
     
-
     
-
        320,266       187     187  
Exercised option or vested RSU     (540,834 )     13.54       (3,974 )       (148,800 )     (3,172 )   (7,146 )
Expired     (5,000 )     13.14       (34 )      
-
     
-
    (34 )
Amortized value of stock-based compensation    
-
     
-
      -        
-
      2,951     2,951  
Outstanding at December 31, 2022     477,500       15.85       4,117         345,266       538     4,655  
                                                 
Exercisable at December 31, 2022     477,500                                          

 

The outstanding share options at June 30, 2023 expire at various dates between October 2023 and June 2024. A summary of options outstanding, their remaining life and exercise prices as at June 30, 2023 is as follows:

 

Options Outstanding     Options Exercisable  
Exercise
    Number     Remaining     Number  
price     outstanding     contractual life     Exercisable  
$ 16.94       50,000       4 months       50,000  
$ 15.46       377,500       6 months       377,500  
$ 17.72       50,000       1 year       50,000  
          477,500               477,500  

 

During the six months ended June 30, 2023, 5,000 RSUs vested and nil options were exercised. During the year ended December 31, 2022, 540,834 options were exercised for proceeds of $3.9 million, and 148,800 RSUs vested. The weighted average share price at the date of exercise of options was $18.74. Subsequent to the quarter end, 5,000 RSUs vested and were exchanged for common shares of the Company.

 

Page 17


 

During the current quarter, 20,000 RSUs were granted to two newly appointed Board members. The RSUs vest at the earlier of three years and the date at which the member retires from the Board. The fair value of the grants, of $0.3 million, was estimated as at the grant date to be amortized over the expected service period of the grants.

 

In December 2022, 310,266 RSUs were granted. Of these, 37,500 RSUs were granted to Board members, 232,266 RSUs were granted to members of senior management, and the remaining 40,500 RSUs were granted to other employees of the Company. The fair value of the grants, of $5.1 million, was estimated as at the grant date to be amortized over the expected service period of the grants. The expected service period ranges from six months to three years from the date of the grant and is dependent on certain corporate objectives being met. Of the $5.1 million fair value of the grants, $0.1 million was amortized during the fourth quarter of 2022, $1.5 million was amortized during the six months ended June 30th, and the remaining $3.4 million will be amortized over the remaining estimated service periods of the respective tranches.

 

During the third quarter of 2022, 10,000 RSUs were granted to a Board member. Half of the RSUs vest on the first anniversary of the appointment and the remaining half on the second anniversary. The fair value of the grants, of $0.2 million, was estimated as at the grant date to be amortized over the expected service period of the grants. As at June 30, 2023, $0.1 million of the fair value of the grants was amortized.

 

In December 2021, 123,800 RSUs were granted. Of these, 28,000 RSUs were granted to Board members, 75,200 RSUs were granted to members of senior management, and the remaining 20,600 RSUs were granted to other employees of the Company. The fair value of the grants, of $2.6 million, was estimated as at the grant date to be amortized over the expected service period of the grants. The expected service period of approximately four months from the date of the grant was dependent on certain corporate objectives being met. Of the $2.6 million fair value of the grants, $0.4 million was amortized during the fourth quarter 2021, and the remaining $2.2 million was amortized during the first quarter of 2022. During the second quarter of 2022, 128,800 RSUs were vested and 119,800 RSUs were exchanged for common shares of the Company.

 

During the third and fourth quarter of 2021, 40,000 RSUs were granted to three new members of senior management. Half of the RSUs vested on the first anniversary of employment and the remaining half will vest on the second anniversary. The fair value of the grants, of $0.9 million, was estimated at the grant date to be amortized over the expected service period of the grants. In 2022, 20,000 RSUs were vested, and as at June 30, 2023, $0.9 million of the fair value of the grants was amortized.

 

During the second quarter of 2021, 10,000 RSUs were granted to a Board member. Half of the RSUs vested on the first anniversary of the appointment and the remaining half will vest on the second anniversary. The fair value of the grants, of $0.2 million, was estimated as at the grant date to be amortized over the expected service period of the grants. 5,000 RSUs were vested during the second quarter of 2022, and the remaining 5,000 RSUs were vested during the current quarter, and as at June 30, 2023, $0.2 million fair value of the grants was amortized.

 

c) Basic and diluted net income (loss) per common share

 

Basic and diluted net income (loss) attributable to common shareholders of the Company for the three and six months ended June 30, 2023 was $9.0 million net income and $1.8 million net loss, respectively (three and six months ended June 30, 2022 – $19.1 million and $12.8 million net income, respectively).

 

Page 18


 

Earnings per share has been calculated using the weighted average number of common shares and common share equivalents issued and outstanding during the period. Stock options are reflected in diluted earnings per share by application of the treasury method. The following table details the weighted average number of outstanding common shares for the purpose of computing basic and diluted earnings (loss) per common share for the following periods:

 

  Three months ended
June 30,
    Six months ended
June 30,
 
(Number of common shares)   2023     2022     2023     2022  
Basic weighted average shares outstanding     82,434,434       80,144,953       81,998,804       79,701,761  
Weighted average shares dilution adjustments:                                
Stock options 1     62,142       233,552      
-
      250,408  
RSUs     150,149       13,887      
-
      14,755  
Diluted weighted average shares outstanding     82,646,724       80,392,391       81,998,804       79,966,924  
                                 
Weighted average shares dilution exclusions: 2
Stock options 1    
-
     
-
      44,492      
  -
 
RSUs    
-
     
-
      141,220      
-
 

 

1) Dilutive stock options were determined using the Company’s average share price for the period. For the three and six months ended June 30, 2023, the average share price used was $18.22 and $17.48, respectively (three and six months ended June 30, 2022 - $20.37 and $20.95, respectively).

 

2) These adjustments were excluded as they are anti-dilutive.

 

13. Cash flow items

 

Adjustment for other non-cash items within operating activities:

 

            Three months ended
June 30,
      Six months ended
June 30,
 
($000s)      Notes       2023       2022       2023       2022  
Impairment of investment in associate     6       -       873       -       873  
Equity loss of associate     6       60       46       120       90  
Environmental rehabilitation expense     10       -       26       -       (41 )
Unrealized gain on convertible notes receivable             22       (6 )     37       9  
Accrued interest income on convertible notes receivable             -       -       (20 )     (19 )
Depreciation     8       33       74       65       95  
Finance costs, net             63       18       124       34  
Effects of exchange rate fluctuation on cash and cash equivalents             209       (1,430 )     230       (1,374 )
              387       (399 )     556       (333 )

 

Page 19


 

14. Fair value of financial assets and liabilities

 

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value.

 

Level 1: Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

Level 2: Inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (for example, interest rate and yield curves observable at commonly quoted intervals, forward pricing curves used to value currency and commodity contracts, volatility measurements used to value option contracts and observable credit default swap spreads to adjust for credit risk where appropriate), or inputs that are derived principally from or corroborated by observable market data or other means.

 

Level 3: Inputs are unobservable (supported by little or no market activity).

 

The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs.

 

The Company’s fair values of financial assets and liabilities were as follows:

 

    June 30, 2023  
($000s)     Carrying
Amount
      Level 1     Level 2     Level 3     Total
Fair Value
 
Assets                                  
Cash and cash equivalents     202,642       202,642    
-
   
-
    202,642  
Amounts receivable     6,215       6,215    
-
   
-
    6,215  
Investment in marketable securities     3,577       3,577    
-
   
-
    3,577  
Convertible notes receivable     594      
-
   
-
    594     594  
Long-term receivables     13,203       13,203    
-
   
-
    13,203  
      226,231       225,637    
-
    594     226,231  
Liabilities                                  
Accounts payable and accrued liabilities     62,040       62,040    
-
   
-
    62,040  
Secured notes     456,325      
-
   
-
    456,325     456,325  
      518,365       62,040    
-
    456,325     518,365  

 

    December 31, 2022  
($000s)     Carrying
Amount
    Level 1     Level 2     Level 3     Total
Fair Value
 
Assets                                
Cash and cash equivalents     46,150     46,150    
-
   
-
    46,150  
Short-term deposits     81,690     81,690    
-
   
-
    81,690  
Amounts receivable     6,260     6,260    
-
   
-
    6,260  
Investment in marketable securities     3,696     3,696    
-
   
-
    3,696  
Convertible notes receivable     631    
-
   
-
    631     631  
Long-term receivables     13,203     13,203    
-
   
-
    13,203  
      151,630     150,999    
-
    631     151,630  
Liabilities                                
Accounts payable and accrued liabilities     42,956     42,956    
-
   
-
    42,956  
Secured notes     263,541    
-
   
-
    263,541     263,541  
      306,497     42,956    
-
    263,541     306,497  

 

The carrying value of cash and cash equivalents, short-term deposits, amounts receivable and accounts payable and accrued liabilities approximate their fair values due to the short-term maturity of these financial assets and liabilities.

 

Page 20


 

The Company’s financial risk exposures and the impact on the Company’s financial instruments are summarized below:

 

Credit Risk

 

The Company’s credit risk is primarily attributable to short-term deposits, convertible notes receivable, and receivables included in amounts receivable and prepaid expenses. The Company has no significant concentration of credit risk arising from operations. The short-term deposits consist of Canadian Schedule I bank guaranteed notes, with terms up to one year but are cashable in whole or in part with interest at any time to maturity, for which management believes the risk of loss to be remote. Management believes that the risk of loss with respect to financial instruments included in amounts receivable and prepaid expenses to be remote.

 

Liquidity Risk

 

The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at June 30, 2023, the Company had cash and cash equivalents of $202.6 million and short-term deposits of nil (December 31, 2022 - $46.2 million and $81.7 million, respectively) for settlement of current financial liabilities of $66.4 million (December 31, 2022 - $47.3 million). Except for the secured notes liability and the reclamation obligations, the Company’s financial liabilities are primarily subject to normal trade terms. The Company’s ability to fund its operations and capital expenditures and other obligations as they become due is dependent upon market conditions.

 

The following tables detail the Company’s expected remaining contractual cash flow requirements for its financial liabilities on repayment or maturity periods. The amounts presented are based on the contractual undiscounted cash flows and may not agree with the carrying amounts in the Consolidated Statements of Financial Position.

 

($000s)     Less than
1 year
      1-3 years       3-5 years       Greater than
5 years
      Total  
2022 Secured Note including interest     19,364       38,728       38,728       160,905       257,725  
2023 Secured Note including interest    
-
      28,466       25,818       144,316       198,600  
Flow-through share expenditures     9,737      
-
     
-
     
-
      9,737  
Lease obligation     952       728       103       161       1,944  
      30,053       67,922       64,649       305,382       468,006  

 

As the Company does not generate cash inflows from operations, the Company is dependent upon external sources of financing to fund its exploration projects and on-going activities. If required, the Company will seek additional sources of cash to cover its proposed exploration and development programs at its key projects, in the form of equity financing and from the sale of non-core assets. Refer to Note 12 for details on equity financing.

 

Market Risk

 

(a) Interest Rate Risk

 

Interest rate risk is the risk that the future cash flows of a financial instrument or its fair value will fluctuate because of changes in market interest rates. The secured notes liability (Note 11) bear interest at a fixed rate of 6.5% per annum. The Company’s current policy is to invest excess cash in Canadian bank guaranteed notes (short-term deposits). The short-term deposits can be cashed in at any time and can be reinvested if interest rates rise.

 

Page 21


 

(b) Foreign Currency Risk

 

The Company’s functional currency is the Canadian dollar and major purchases are transacted in Canadian and US dollars. The secure note liability and the related interest payments are denominated in US dollars. The Company has the option to pay the interest either in cash or in shares. The Company also funds certain operations, exploration and administrative expenses in the United States on a cash call basis using US dollar cash on hand or converted from its Canadian dollar cash. Management believes the foreign exchange risk derived from currency conversions is not significant to its operations and has not entered into any foreign exchange hedges. As at June 30, 2023, the Company had cash and cash equivalents, investment in associate, convertible notes receivable, loan receivable, reclamation deposits, accounts payable, accrued liabilities and secured notes that are in US dollars.

 

(c) Investment Risk

 

The Company has investments in other publicly listed exploration companies which are included in investments. These shares were received as option payments on certain exploration properties the Company owns or has sold. In addition, the Company holds $3.6 million in a gold exchange traded receipt that is recorded on the consolidated statements of financial position in investments. The risk on these investments is significant due to the nature of the investment but the amounts are not significant to the Company.

 

15. Corporate and administrative expenses

 

    Three months ended
June 30,
   

Six months ended

June 30,

 
($000s)     2023     2022     2023     2022  
Employee compensation     1,465     1,302     3,085     2,540  
Stock-based compensation     859     222     1,727     2,515  
Professional fees     662     596     936     855  
Other general and administrative     991     748     2,120     1,559  
      3,977     2,868     7,868     7,469  

 

16. Related party disclosures

 

During the six months ended June 30, 2023 and 2022, there were no payments to related parties other than compensation paid to key management personnel. These transactions were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

 

17. Income taxes

 

As previously disclosed in the Company’s prior years financial statements, in 2019 the Company received a notice from the CRA that it proposed to reduce the amount of expenditures reported as Canadian Exploration Expenses (CEE) for the three-year period ended December 31, 2016. The Company has funded certain of its exploration expenditures, from time-to-time, with the proceeds from the issuance of flow-through shares and renounced, to subscribers, the expenditures which it determined to be CEE. The notice disputes the eligibility of certain types of expenditures previously audited and approved as CEE by the CRA. The Company strongly disagrees with the notice and responded to the CRA auditors with additional information for their consideration. In 2020, the CRA auditors responded to the Company’s submission and, although accepting additional expenditures as CEE, reiterated that their position remains largely unchanged and subsequently issued reassessments to the Company reflecting the additional CEE expenditures accepted and $2.3 million of Part Xll.6 tax owing. The Company has been made aware that the CRA has reassessed certain investors who subscribed for the flow-through shares, reducing CEE deductions. Notice of objections to the Company’s and investors’ reassessments have been filed for all those that have been received and will be appealed to the courts, should the notice of objections be denied. The Company has indemnified the investors that subscribed for the flow-through shares and that have been reassessed by depositing the amount of their reassessments, including interest charges, into the accounts of the reassessed investors with the Receiver General in return for such investors agreement to object to their respective reassessments and to repay the Company any refund of the amount deposited on their behalf upon resolution of the Company’s appeal. During 2021 and 2022, the Company deposited $9.3 million into the accounts of certain investors with the Receiver General. The deposits made have been recorded as long-term receivables on the statement of financial position as at June 30, 2023. The potential tax indemnification to the investors is estimated to be $10.8 million, plus $2.9 million potential interest. No provision has been recorded related to the tax, potential interest, nor the potential indemnity as the Company and its advisors do not consider it probable that there will ultimately be an amount payable.

 

Page 22


 

18. Commitments and contingencies

 

    Payments due by years  
($000s)   Total   2023   2024-25   2026-27   2028-29  
2022 Secured Note – interest     125,866     9,682     38,728     38,728     38,728  
2023 Secured Note – interest     80,102    
-
    28,466     25,818     25,818  
Capital expenditure obligations     88,175     82,033     6,142    
-
   
-
 
Flow-through share expenditures     9,737     9,737    
-
   
-
   
-
 
Mineral interests     5,441     485     1,652     1,652     1,652  
Lease obligation     1,851     510     1,143     106     92  
      311,172     102,447     76,131     66,304     66,290  

 

In 2022, the Company entered into a Facilities Agreement with BC Hydro covering the design and construction of facilities by BC Hydro to supply construction phase hydro-sourced electricity to the KSM project.

 

The cost to complete the construction is estimated to be $32.8 million of which the Company has paid $24.9 million to BC Hydro and the remaining balance is due in December 2023. In addition, the Facilities Agreement requires $59.7 million in security or cash from the Company for BC Hydro system reinforcement which is required to make the power available of which the Company has paid $57.1 million to BC Hydro and the balance is due in December 2023. The $59.7 million system reinforcement security will be forgiven annually, typically over a period of less than 8 years, based on project power consumption.

 

Prior to its maturity, the 2022 Secured Notes bear interest at 6.5%, or US$14.6 million per annum, payable quarterly in arrears. The Company can elect to satisfy interest payments in cash or by delivering common shares. Refer to Note 11 for details on the secured notes.

 

Prior to its maturity, the 2023 Secured Note bears interest at 6.5% or US$9.8 million per annum, payable quarterly in arrears. Payment of quarterly interest due from the closing date to the second anniversary is deferred and US$21.5 million must be paid on or before 30 months after the closing date. Deferred interest can be satisfied by way of cash, common shares or increasing the NSR percentage from 1 to 1.2%.

 

 

Page 23

 

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EX-99.2 3 ea183456ex99-2_seabridge.htm MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED JUNE 30, 2023

Exhibit 99.2

 

SEABRIDGE GOLD INC.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

SECOND QUARTER ENDED

 

JUNE 30, 2023

 

 

 

 

 

 

 

 

 


 

SEABRIDGE GOLD INC.

 

Management’s Discussion and Analysis

 

This management’s discussion and analysis (“MD&A”) of Seabridge Gold Inc. (“Seabridge” or the “Company”) and its subsidiary companies, dated August 14, 2022, is intended to supplement and complement the unaudited condensed consolidated interim financial statements and related notes (“consolidated interim financial statements”) as at and for the three and six months ended June 30, 2023. It should be read in conjunction with the Company’s audited annual consolidated financial statements and annual management’s discussion and analysis for the year ended December 31, 2022, and the 2022 Annual Information Form filed on SEDAR at www.sedarplus.ca. Other corporate documents are also available on SEDAR and EDGAR as well as the Company’s website www.seabridgegold.com. As the Company has no operating projects at this time, its ability to carry out its business plan rests with its ability to sell projects or to secure equity and other financings. All amounts contained in this document are stated in Canadian dollars unless otherwise stated.

 

The consolidated interim financial statements for the three and six months ended June 30, 2023 and the comparative period 2022 have been prepared by the Company in accordance with IAS 34, Interim Financial Reporting.

 

Company Overview

 

Seabridge Gold Inc. is a company engaged in the acquisition and exploration of mineral properties, with an emphasis on gold resources, located in North America. The Company’s objective is to provide its shareholders with exceptional leverage to a rising gold price and the returns from significant copper resources it has acquired. The Company’s business plan is to increase its mineral resources in the ground, through exploration, but not to go into production on its own. The Company intends to sell projects or participate in joint ventures towards production with major mining companies. Since inception in 1999, Seabridge has acquired interests in numerous advanced-stage gold projects situated in North America and its principal projects include the KSM property located in British Columbia and the Courageous Lake property located in the Northwest Territories. The Company also holds a 100% interest in the Iskut Project in British Columbia, the Snowstorm Project in Nevada and the 3 Aces gold project in Yukon. Although focused on gold exploration, the Company has made significant copper discoveries, in particular, at KSM. Seabridge’s common shares trade in Canada on the Toronto Stock Exchange under the symbol “SEA” and in the United States on the New York Stock Exchange under the symbol “SA”.

 

Page 1


 

Results of Operations

 

During the current quarter, the Company recorded net earnings of $9.0 million, or $0.11 per share on both a basic and diluted basis. During the comparative period of 2022, the Company recorded net earnings of $19.1 million, or $0.24 per share, on both a basic and diluted basis.

 

During the six months ended June 30, 2023, the Company recorded a net loss of $1.8 million, or ($0.02) per share. During the comparative period in 2022, the Company recorded net earnings of $12.8 million, or $0.16 per share, on both a basic and diluted basis.

 

During the current quarter, unrealized gains due to changes in the fair value of the Company’s secured notes liability and gain on foreign exchange translation, partially offset by corporate and administrative expenses, finance costs, stock-based compensation, and income taxes were the most significant items contributing to net earnings. During the six months ended June 30, 2023, corporate and administrative expenses, finance costs, stock-based compensation and unrealized loss due to change in the fair value of the Company’s secured notes liability, partially offset by the gain on foreign exchange translation were the most significant items contributing to net loss.

 

During the current quarter, the fair value of the secured note liability issued on March 24, 2022 (“2022 Secured Note”) decreased by $19.1 million of which the Company recorded $10.4 million gain through profit or loss, and $8.7 million gain through other comprehensive income (loss). During the six months ended June 30, 2023, the fair value of the 2022 Secured Note liability increased, and the Company recorded $1.4 million loss through profit or loss, partially offset by $1.1 million gain recorded through other comprehensive income (loss).

 

During the six months ended June 30, 2022, the fair value of the 2022 Secured Note decreased by $55.1 million of which the Company recorded $31.6 million gain through profit or loss, and $23.5 million gain through other comprehensive income (loss).

 

The Company measures the fair value of its secured notes liability using a Monte Carlo simulation model. Significant inputs and assumptions into the 2022 Secured Note model are summarized in the following table.

 

Inputs and assumptions   June 30,
2023
    December 31,
2022
 
Forecast silver production in thousands of ounces     166,144       166,144  
Five-year quoted future silver price     US$28.27       US$29.38  
Risk-free rate     3.8 %     3.4 %
Credit spread     5.4 %     5.3 %
Share price volatility     60 %     60 %

 

The fair value of the 2022 Secured Note was estimated using Level 3 inputs and is most sensitive to changes in risk free rate, silver prices and forecasted silver production.

 

It should be noted that the remeasurement of the secured notes liability under IFRS leads to significant gains or losses over time due to changes in the input variables. However, these swings in fair value will have no impact on the actual outcome of the notes at maturity. Either the notes will be put back to the company at the prescribed fixed price under the rights of the noteholders, or the note will be exchanged for the prescribed royalty and NSR, at maturity.

 

Page 2


 

During the three and six months ended June 30, 2023, cash compensation and corporate and administrative expenses increased marginally from comparative periods in 2022, mainly due to increase in headcount, travel and insurance costs, and external consulting and professional fees. The Company anticipates that personnel numbers and related remuneration should remain steady in the coming quarters as a significant number of personnel joined the Company in 2022.

 

Stock-based compensation expense related to RSUs decreased by $0.8 million, from $2.5 million in the first six months of 2022 to $1.7 million in the current period. The decrease was mainly due to the fact that the RSUs granted in December 2022 had a range of estimated vesting periods of up to 36 months compared to RSUs granted in December 2021 had a vesting period of 4 months and had vested in the second quarter of 2022.

 

The Company’s stock-based compensation expenses related to restricted share units are illustrated in the following tables:

 

        ($000s)  
RSUs granted   Number
of RSUs
    Grant date
fair value
    Expensed
prior to
2022
    Expensed in
2022
    Expensed in
2023
    Balance
to be
expensed
 
June 24, 2021     10,000       222       0       185       37       -  
September 01, 2021     20,000       454       75       304       75       -  
September 07, 2021     10,000       229       36       155       38       -  
October 01, 2021     10,000       195       24       122       32       17  
December 13, 2021     123,800       2,622       437       2,185       -       -  
July 04, 2022     10,000       159       -       52       54       53  
December 13, 2022     310,266       5,073       -       135       1,491       3,447  
June 28, 2023     20,000       312                               312  
                      572       3,138       1,727       3,829  

 

The Company recognized a foreign exchange gain of $5.1 million and $5.7 million in the three and six months ended June 30, 2023, respectively, compared to loss $0.8 million and $1.0 million in the three and six months ended June 30, 2022, respectively.

 

Foreign exchange gain of $5.1 million recognized during the current quarter was the net result of $5.7 million gain associated with the secured notes liability, partially offset by $0.6 million loss recognized mainly on the US dollar-denominated cash translated to Canadian dollars during the period. Foreign exchange gain of $5.7 million recognized during six months ended June 30, 2023, was the net result of $6.3 million gain associated with the secured notes liability, partially offset by $0.6 million loss recognized mainly on the US dollar-denominated cash translated to Canadian dollars during the period.

 

Foreign exchange loss of $0.8 million recognized during the three months ended June 30, 2022, was mainly the net result of $8.3 million loss associated with the secured notes liability, partially offset by $7.4 million gain recognized mainly on the US dollar-denominated cash and short-term investments translated to Canadian dollars during the period. Foreign exchange loss of $1.0 million recognized during the six months ended June 30, 2022, was mainly the net result of $8.3 million loss associated with the secured notes liability, partially offset by $7.3 million gain recognized mainly on the US dollar-denominated cash and short-term investments translated to Canadian dollars during the period.

 

Page 3


 

Finance costs amounted to $1.9 million and $2.0 million in the three and six months ended June 30, 2023, respectively, compared to $0.3 million and $3.4 million in the three and six months ended June 30, 2022, respectively. The finance costs incurred during current quarter and first quarter of 2022 were primarily related to the secured notes financings.

 

The Company holds one investment in an associate that is accounted for on an equity basis. During the second quarter of 2022, the Company reviewed the recoverability of the investment in the associate and recorded an impairment of $0.9 million in the consolidated statement of operations and comprehensive income (loss).

 

During the current quarter, the Company recognized income tax expense of $2.6 million, primarily due to the deferred tax liability arising from the gain recognized on remeasurement of the fair value of the 2022 Secured Note, and foreign exchange gain, and the renouncement of expenditures related to the December 2022 flow-through shares issued which are capitalized for accounting purposes. The income tax expense was partially offset by income tax recovery arising from the losses in the period. The income tax impact of the revaluation of the 2022 Secured Note that was recorded through other comprehensive income (loss), was $2.3 million, and was also recorded through other comprehensive income (loss).

 

During the six months ended June 30, 2023, the Company recognized income tax recovery of $0.9 million, primarily due to the taxes arising from the loss during the period, including the loss recognized on remeasurement of the fair value of the 2022 Secured Note, partially offset by foreign exchange gain and from the renouncement of expenditures related to the December 2022 flow-through shares issued which are capitalized for accounting purposes. The income tax expense on the revaluation of the 2022 Secured Note of $0.3 million that was recorded through other comprehensive income (loss), was also recorded through other comprehensive income (loss).

 

During the comparative three and six months ended June 30, 2022, the Company recognized income tax expenses of $7.6 million and $6.2 million, respectively, primarily due to the deferred tax liability arising from the gain recognized on remeasurement of the fair value of the 2022 Secured Note, and from the renouncement of expenditures related to the June 2021 flow-through shares issued which are capitalized for accounting purposes. The impact of the revaluation of the 2022 Secured Note that was recorded through other comprehensive income (loss), of $6.4 million, was also recorded through other comprehensive income (loss). The income tax expense was partially offset by income tax recovery arising from the losses in the period, and unrealized foreign exchange loss related to the 2022 Secured Note.

 

Page 4


 

Quarterly Information

 

Selected financial information for the last eight quarters ending June 30, 2023 is as follows:

 

(in thousands of Canadian dollars, except per share   2023     2022     2021  
amounts)   Q2     Q1     Q4     Q3     Q2     Q1     Q4     Q3  
Revenue   -     -     -     -     -     -     -     -  
Earnings (loss) for the period     8,985       (10,784 )     (25,246 )     5,045       19,088       (6,281 )     (8,546 )     (822 )
Basic earnings (loss) per share     0.11       (0.13 )     (0.31 )     0.06       0.24       (0.08 )     (0.11 )     (0.01 )
Diluted earnings (loss) per share     0.11       (0.13 )     (0.31 )     0.06       0.24       (0.08 )     (0.11 )     (0.01 )

 

During the current quarter, the unrealized gain related to the change in the fair value of the 2022 Secured Note was $10.4 million. During the first quarter of 2023 and the fourth quarter of 2022, the unrealized loss related to the change in the fair value of the 2022 Secured Note was $11.7 million and $19.5 million, respectively. During the third and second quarters of 2022, the unrealized gain related to the change in the fair value of the 2022 Secured Note was $24.9 million and $31.6 million, respectively. There was no unrealized gain or loss recognized in the first quarter of 2022 as the 2022 Secured Note was received at the end of March 2022.

 

In the first quarter of 2022, the loss for the period included $2.3 million of stock-based compensation expense related to the amortization of RSUs granted in December 2021 that were vested during the second quarter of 2022. In the fourth quarter 2022, the loss included $6.6 million of rehabilitation expenses related to the Johnny Mountain Mine. In the fourth quarter of 2021, the loss included $5.4 million of rehabilitation expenses related to the Johnny Mountain Mine.

 

Mineral Interests and Site Capture Activities

 

During the six months ended June 30, 2023, the Company’s main efforts and most significant spending were focused on its 2023 site capture and early infrastructure development activities that are designed to ensure that KSM’s Environmental Assessment Certificate (“EAC”) remains in good standing.

 

The site capture expenditures during the six months ended June 30, 2023, are illustrated below:

 

($000s)     Capital
expenditures
      Capitalized
borrowing
costs
      Advance
payment to
BC Hydro
      Total  
Cost                                
As at January 1, 2022     27,061       -       9,620       36,681  
Additions     143,994       14,735       28,880       187,609  
As at December 31, 2022     171,055       14,735       38,500       224,290  
Additions 1     85,463       9,855       43,650       138,968  
As at June 30, 2023     256,518       24,590       82,150       363,258  

 

1) During the first quarter of 2023, the Company paid $43.6 million (as at December 31, 2022, $38.5 million) to British Columbia Hydro and Power Authority (“BC Hydro”) as advance payments made pursuant to the Company signing a facilities agreement with BC Hydro in 2022, covering the design and construction of facilities to supply construction phase hydro-sourced electricity to the KSM project.

 

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Under the B.C. Environmental Assessment Act, a project’s EAC is subject to expiry if the project has not been substantially started (“Substantial Start”) by the deadline specified in the EAC. The expiry date for KSM’s EAC is July 29, 2026. However, if the B.C. Minister of Environment and Climate Change Strategy determines that a project has been Substantially Started on or before the deadline, the EAC remains in effect for the life of the project. Significant site capture activities started in 2022 and are continuing into 2023, including road, bridge, and camp construction, hydro installations, fish habitat offsetting programs, and the acquisition and transport of construction equipment and vehicles. The Company anticipates submitting its Substantial Start application to the BC government in early 2024.

 

The 2023 full-year plan for site capture is approximately $237 million (2022 full-year actual - $180.4 million). Additionally, during 2023, the Company will incur approximately $25.9 million (2022 - $14.7 million) of interest expense related to the 2022 Secured Note and the 2023 Secured Note that will be capitalized at KSM as borrowing costs. The plan, to June 30, 2023 has been funded by the remaining proceeds of the US$225 million 2022 Secured Note issued in March 2022 and proceeds from the ATM. To continue funding its activities, during the current quarter, the Company completed the sale of a net smelter royalty on its KSM project for US$150 million. Refer to the Liquidity and capital resources section for details.

 

During 2022, the Company filed a full updated pre-feasibility study (“PFS”) for KSM. The full study included a preliminary economic assessment (“PEA”) for mineral resources at KSM, not included in the PFS resources. The results of the PFS show a considerably more sustainable and profitable mining operation than its 2016 predecessor. It envisages an all-open pit mine plan that includes the Mitchell, East Mitchell, and Sulphurets deposits only with a 33-year operating life. Mill production increased from an initial 130,000 metric tonnes per day (tpd) to 195,000 tpd in the third year of production. The primary reasons for the improvements in the plan arise from the acquisition of the East Mitchell resource in December 2020 and an expansion to planned mill throughput. The many design improvements over earlier studies include a smaller environmental footprint, reduced waste rock production, a 50% increase in mill throughput, and the elimination of capital-intensive block cave mining. The Company is also studying the use of trolley-assist technology or how the supply of power from BC Hydro and the possible electrification of the entire mine fleet can enhance carbon optimization.

 

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Projected economic results of the study compared to the 2016 study and against alternate scenarios are illustrated below.

 

    2016 PFS
Base Case
    2022 PFS
Base Case
    2022 PFS
Recent Spot
Case
    2022 PFS
Alternate
Case
 
Metal Prices:                        
Gold ($/ounce)     1,230       1,742       1,850       1,500
Copper ($/pound)     2.75       3.53       4.25       3.00  
Silver ($/ounce)     17.75       21.90       22.00       20.00  
Molybdenum ($/lb)     8.49       18.00       18.00       18.00  
US$/Cdn$ Exchange Rate:     0.80       0.77       0.77       0.77  
Cost Summary:                                
Operating Costs Per Ounce of Gold Produced (years 1 to 7)   $ 119     $ 35     $ -83     $ 118  
Operating Costs Per Ounce of Gold Produced (life of mine)   $ 277     $ 275     $ 164     $ 351  
Total Cost Per Ounce of Gold Produced (inclusive of all capital and closure)   $ 673     $ 601     $ 490     $ 677  
Initial Capital (billions)   $ 5.0     $ 6.4     $ 6.4     $ 6.4  
Sustaining Capital (billions)   $ 5.5     $ 3.2     $ 3.2     $ 3.2  
Unit Operating Cost (US$/tonne)   $ 12.36     $ 11.36     $ 11.36     $ 11.36  
Pre-Tax Results:                                
Net Cash Flow (billions)   $ 15.9     $ 38.6     $ 46.1     $ 27.9  
NPV @ 5% Discount Rate (billions)   $ 3.3     $ 13.5     $ 16.4     $ 9.2  
Internal Rate of Return     10.4 %     20.1 %     22.4 %     16.5 %
Payback Period (years)     6.0       3.4       3.1       4.1  
Post-Tax Results:                                
Net Cash Flow (billions)   $ 10.0     $ 23.9     $ 28.6     $ 17.1  
NPV @ 5% Discount Rate (billions)   $ 1.5     $ 7.9     $ 9.8     $ 5.2  
Internal Rate of Return     8.0 %     16.1 %     18.0 %     13.1 %
Payback Period (years)     6.8       3.7       3.4       4.3  

 

The results of the PEA announced in 2022 is a stand-alone mine plan that was undertaken to evaluate a potential future expansion of the KSM mine to the copper-rich Iron Cap and Kerr deposits after the PFS mine plan has been completed. The 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 t/d. The PEA demonstrates that KSM is a potential multigenerational mining project with the flexibility to vary the metal output.

 

In July 2023, subsequent to the quarter end, the Company was informed that Tudor Gold Corp (“Tudor”) is requesting that a certain license of occupation (the “Licence”) and Mines Act permit M-245 (the “Permit”) held by the Company’s wholly-owned subsidiary, KSM Mining ULC (KSMCo), be cancelled. The rights conveyed by the Licence and the relevant activities authorized by the Permit were initially conveyed and authorized in September 2014, and include rights and authorizations to engage in certain activities on land to which Tudor only acquired mineral rights in 2016. Tudor is claiming that, as a matter of law, the B.C. government did not have the power to issue this License and Permit. Tudor also argues that the License and Permit destroy the value of their own claims.

 

Page 7


 

Mines Act permit M-245 authorizes various activities, including activities on claims held by Tudor, along the route of, what is projected to be, the tunnels that will connect the east and west sides of the KSM Project. The License provides KSMCo the right to occupy the area in which it intends to construct the tunnels. Once constructed, the Licence will be converted into a statutory right of way including the 12.5 km that pass through mineral claims owned by Tudor. This type of authorizations are commonly used by the B.C. government to manage activities that take place on the government-owned land base. The Licence and Permit have been in place for almost a decade and were granted after a thorough regulatory process that included participation by First Nations as well as Tudor’s joint venture partners, American Creek Resources Ltd. and Teuton Resources Corp., who were the owners of the claims at the time. The Company is of the view that Tudor’s arguments are frivolous and without merit and considers their submission particularly unjustifiable given that the authorized activities and rights held by KSMCo, that Tudor is claiming amount to the destruction of its property rights, were in place and publicly known at the time Tudor acquired its interest in the Treaty Creek Property in June 2016. The Company will actively pursue the dismissal of Tudor’s application.

 

During the six months ended June 30, 2023, the Company added an aggregate of $20.6 million of expenditures that were attributed to mineral interests. The breakdown of the mineral interests expenditures by project is illustrated in the following table:

 

($000s)     Amount       Percentage  
KSM     13,897       68 %
Iskut     3,826       18 %
3 Aces     1,165       6 %
Courageous Lake     1,168       6 %
Snowstorm     496       2 %
Total expenditures     20,552       100 %

 

In addition to the substantial start discussion above and advancing the KSM Project, to achieve its objectives and milestones, the Company also estimates annual costs for each of its mineral interests and tracks the actual costs against those estimates for payroll, environmental and social, technical engineering, exploration, and other holding or property costs. Below is a summary of those costs incurred at its other mineral interests during the six months ended June 30, 2023, with comparison to the Company’s full-year plan:

 

($000s)     Actual      

Plan

(full year)

 
Payroll     2,783       5,585  
Technical and engineering     4,928       17,011  
Environmental and social     9,334       28,885  
Exploration     5,089       18,916  
Other property or holding costs     341       882  
Total     22,475       71,279  

 

Technical and engineering costs include costs related to the continuing geotechnical data collection for the key mine’s infrastructure. Environmental and social endeavors mainly relate to environmental monitoring baseline studies at KSM and Iskut.

Page 8


 

At Iskut, the Company’s full year-plan, and the actual incurred costs during the six months ended June 30, 2023 were:

 

($000s)     Actual      

Plan

(full year)

 
Payroll     511       766  
Exploration     2,281       8,001  
Environmental and social     1,005       5,300  
Other property or holding costs     29       -  
Total     3,826       14,067  

 

The Company is conducting an extensive drilling program at Iskut based on the analysis of the 2022 drilling and geophysical surveying programs. The work program is designed to test for deeper copper-gold porphyry systems and to expand the Bronson Slope mineral resource. Three helicopter-portable core drills have been reserved for this program that anticipates completion of 12 to 15 drill holes exceeding 12,000 meters of core.

 

In 2022, the exploration and drilling program led to the discovery of a 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. A 2023 drill program is planned to target an increase in the Bronson gold-copper resource and find the intrusive source of the breccia pipe. The current resource at Bronson Slope contains a measured and indicated resource of 187Mt of 0.36 g/t gold and 0.12% copper.

 

Regional geophysical surveys and continuous surface geology work on the property point to a distinct structural feature that connects the Quartz Rise, Bronson Slope and Snip North targets. All the prospective gold-copper intrusions recognized on the property fall along this regional trend and this observation has led us to envision a cluster of gold-copper deposits. Prior drilling at the lithocap on Quartz Rise and historical drilling at the Snip North target has encountered gold-copper grades that will be explored further in 2023.

 

In addition to exploration work at Iskut, the Company is continuing its reclamation and closure activities at the Johnny Mountain mine site. Work includes, among other items, general cleanup activities, monitoring of the tailing management facility, permanent storage of waste rock, and hydrocarbon remediation. Reported within the provision for reclamation liabilities and in support of the reclamation and closure of the Johnny Mountain Mine, the Company incurred $0.9 million of expenditures in the six months of 2023 versus $0.7 million in the comparative period.

 

At Snowstorm, the Company’s full year-plan, and the actual incurred costs during the six months ended June 30, 2023 were:

 

($000s)     Actual       Plan
(full year)
 
Payroll     216       487  
Exploration     209       3,056  
Environmental and social     10       75  
Other property or holding costs     61       390  
Total     496       4,008  

 

At Snowstorm, during the current period ended June 30, 2023, the Company evaluated the results of the drilling program completed in the second quarter of 2022 and based on those results, planned and commenced its 2023 drilling program. The 2023 program is to test the potential for mineralized faults along a zone of uplifted host stratigraphy.

 

Page 9


 

At the 3 Aces project, the Company’s full year-plan, and the actual incurred costs during the six months ended June 30, 2023, were:

 

($000s)     Actual       Plan
(full year)
 
Payroll     488       816  
Exploration     474       7,000  
Environmental and social     129       1,692  
Other holding or property     74       45  
Total     1,165       9,553  

 

The Company successfully secured a five-year, Class 4 permit for 3 Aces in 2022 and commenced work on camp repairs, securing water sources and the drilling program. The 2022 program was designed to test the exploration model developed for a central core area that would confirm the potential for resource expansion and evaluate the applicability of the model to establish drill targets within the 3 Aces claims. The 2023 exploration objective is to complete drill testing of the geologic model and prioritize areas for resource definition. The program will focus on advancing and refining the 3-dimensional exploration model and will include geophysical surveys drilling approximately 10,000 meters in three target zones. Additionally, the work program will provide a prioritized list of targets and drill plans to initiate resource definition on the identified target areas.

 

At the Courageous Lake project, the Company’s full year-plan, and the actual incurred costs during the six months ended June 30, 2023, were:

 

($000s)     Actual       Plan
(full year)
 
Payroll     196       288  
Environmental and social     80       864  
Technical and engineering     612       2,675  
Exploration     178       457  
Other property or holding costs     102       148  
Total     1,168       4,432  

 

As reported in prior periods, the Company continues to study the best path forward at its Courageous Lake project in NWT. Options include securing a joint venture partner, the sale of all or a portion of the project, updating the 2012 PFS with a smaller initial project, or conducting additional exploration outside the area of known reserves and resources.

 

In response to the COVID-19 pandemic, the Company implemented measures to safeguard the health and well-being of its employees, contractors, consultants, and community members. Many of the Company’s employees worked remotely prior to the pandemic, and from March 2020 through to 2022, employees have been working remotely during ongoing periods of lockdowns in various jurisdictions. The Company is conducting its 2023 programs around social distancing protocols that include safety and preventative actions at its camps. The Company executed its 2022 exploration and development work at KSM, Iskut, Snowstorm, and 3 Aces projects under the same successful protocols it implemented in 2020 and 2021. The Company’s engagement with potential joint venture partners, or potential acquirers of KSM or Courageous Lake diminished in both 2020 and 2021 as major mining companies focused on addressing the needs of their existing operations as a result of the pandemic.

 

Page 10


 

The Company has full access to its properties in Canada and the United States and has managed to adequately staff its camps for conducting its programs. The Company has not experienced problems obtaining the supplies and services needed for its work programs. The Company will follow the advice of local governments and health authorities where it operates. The Company plans work programs on an annual basis and adjusts its plans to the conditions it faces. Now with many of the travel and other restrictions eliminated, the Company fully expects to be able to continue operating its planned programs. One factor that the Company must plan for is the recent resurgence of inflation above past multi-decade levels. Budgets prepared for 2023 have incorporated inflation factors, including labour costs, fuel and energy costs and camp operations and supplies. These increases have not materially impacted planned operations or the Company’s ability to fund and execute its plans.

 

Liquidity and Capital Resources

 

The Company’s working capital position at June 30, 2023, was $147.2 million compared to $88.4 million on December 31, 2022. Increased cash resources were the net result of cash raised through financings (discussed below), offset by cash used in early infrastructure development and corresponding equipment, the advance payment to the BC Hydro related to the KSM Facility Agreement, environmental, reclamation, and exploration projects, and corporate and administrative costs. Included in current liabilities at June 30, 2023 is $2.7 million of flow-through premium liability which is a non-cash item (December 31, 2022 - $4.2 million) and will be reduced as flow-through expenditures are incurred.

 

The Company’s ability to fund its operations and capital expenditures and other obligations as they become due is dependent upon market conditions. The Company has in place an At-the-Market Offering that allows for the issuance of up to US$100 million of its common shares and has been an effective source of funding. During the six months ended June 30, 2023, the Company raised $23.4 million, and subsequent to the quarter end, the Company raised a further $4.0 million through the program and has room for an additional US$79.5 million. The Company intends to fully utilize the At-the-Market Offering currently in place.

 

  June 30,     December 31,  
($000s)   2023     2022  
             
Assets            
Current assets            
Cash and cash equivalents   $ 202,642     $ 46,150  
Short-term deposits     -       81,690  
Amounts receivable and prepaid expenses     10,196       8,220  
Investment in marketable securities     3,577       3,696  
Convertible notes receivable     594       631  
Total current assets     217,009       140,387  
                 
Liabilities and shareholders’ equity                
Current liabilities                
Accounts payable and accrued liabilities   $ 62,040     $ 42,956  
Flow-through share premium     2,666       4,183  
Lease obligations     750       511  
Provision for reclamation liabilities     4,343       4,343  
Total current liabilities     69,799       51,993  
Working Capital (1)     147,210       88,394  

 

(1) This is a non-GAAP financial performance measure with no standard definition under IFRS.

 

Page 11


 

On June 29, 2023, the Company, through its wholly-owned subsidiary, KSM Mining ULC (“KSMCo”) issued a secured note and royalty arrangement (collectively referred to as the “2023 Secured Note”) on the KSM Project with Sprott Private Resource Streaming and Royalty (B) Corp. (“Sprott”). The 2023 Secured Note has a principal amount of US$150 million, bears interest at 6.5% per annum and matures upon the earlier of commercial production and March 24, 2032 or March 24, 2035 if certain events occur, described below. The arrangement includes conditions and multiple features that could alter the Company’s obligation to Sprott. The 2023 Secured Note includes options for Sprott to put the royalty back to the Company if KSM’s Environmental Assessment Certificate (the “EAC”) expires or if project financing for construction is not secured. Unless Sprott exercises its put rights at an earlier date, the 2023 Secured Note is to be exchanged at maturity for a net smelter returns royalty (the “NSR”) on all metals produced from the KSM Project and sold, in the range of 1% to 1.5%, to be paid in perpetuity. The Company has the option to reduce the royalty percentage after commercial production.

 

The key terms of the 2023 Secured Note include:

 

The 2023 Secured Note matures (“Maturity Date”) at the earlier of:

 

a) commercial production being achieved at KSM; and

 

b) either March 24, 2032, or, if the environmental assessment certificate (“EAC”) expires and Sprott does not exercise its right to put the Note to the Company, March 24, 2035.

 

On the Maturity Date, the NSR is issued and Sprott may satisfy the obligation to pay the NSR purchase price of US$150 million with cash or setting-off the amount against the note principal amount due.

 

Prior to its maturity, the 2023 Secured Note bears interest at 6.5% per annum, payable quarterly in arrears. Payment of quarterly interest due from the closing date to the second anniversary is deferred (“Deferred Interest Payment”) and US$21.5 million must be paid on or before 30 months after the closing date. Deferred interest can be satisfied by way of cash, common shares or increasing the NSR percentage from 1% to 1.2%. The Company can elect to satisfy quarterly interest payments in cash or by having Seabridge issue common shares, with a value equal to a 5% discount on the 5-day volume weighted average trading price (“VWAP”).

 

Project Financing Repayment Amount: If project financing to develop, construct and place the KSM Project into commercial production is not in place by March 24, 2027, Sprott can put the 2023 Secured Note back to the Company for:

 

a) if the Company is obligated to sell Sprott a 1% NSR on the Maturity Date at the time US$155 million plus accrued and unpaid interest, or

 

b) if the Company is obligated to sell Sprott a 1.2% or 1.5% NSR on the Maturity Date at the time, US$180 million plus accrued and unpaid interest.

 

EAC Repayment Amount: If the KSM Project’s EAC expires at any time while the 2023 Secured Note is outstanding, Sprott can put the note back to the Company at any time over the following nine months for:

 

a) if the Company is obligated to sell Sprott a 1% NSR on the Maturity Date at the time, US$165 million plus accrued and unpaid interest, or

 

b) if the Company is obligated to sell Sprott a 1.2% NSR on the Maturity Date at the time, US$186.5 million plus accrued and unpaid interest.

 

If Sprott exercises these put rights, its right to purchase the NSR terminates. The Company can elect to make payment in the form of Seabridge common shares instead of cash for the EAC Repayment Amount, the Project Financing Repayment Amount, and any interest payments, including the Deferred Interest Payment.

 

A number of the above-noted options within the agreement represent embedded derivatives. Management has elected to not separate these embedded derivatives from the underlying host secured note, and instead account for the entire secured note as a financial liability at fair value through profit or loss.

 

The 2023 Secured Note was recognized at its estimated fair value at initial recognition of $198.8 million (US$150 million) using a discounted cash flow model with a Monte Carlo simulation. This incorporated several scenarios and probabilities of the EAC expiring, achieving commercial production and securing project financing, metal prices forecasts and discount rates. During the current quarter, the fair value of the 2023 Secured Note decreased, and the Company recorded $0.2 million foreign currency translation gain on the remeasurement.

 

On March 24, 2022, the Company entered into an agreement selling the 2022 Secured Note that is to be exchanged at maturity for a 60% gross silver royalty (the “Silver Royalty”) on the KSM project to Sprott Resource Streaming and Royalty Corp. and Ontario Teachers’ Pension Plan (jointly, the “Investors”) for US$225 million. The proceeds of the financing are to be used to continue ongoing physical works at KSM and advance the project toward a designation of Substantially Started. The Substantially Started designation ensures the continuity of the KSM project’s approved EAC for the life of the project.

 

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The 2022 Secured Note bears interest at 6.5% per annum, payable quarterly in arrears. The Company can elect to satisfy interest payments in cash or by delivering common shares. In 2022, the interest was paid in cash. The Company’s obligations under the 2022 Secured Note are secured by a charge over all of the assets of its wholly owned subsidiary, KSM Mining ULC, and a limited recourse guarantee from the Company secured by a pledge of the shares of KSM Mining ULC.

 

If project financing to develop, construct and place KSM into commercial production is not in place by March 24, 2027, the Investors can put the 2022 Secured Note back to the Company for US$232.5 million in cash or common shares at the Company’s option. This right expires once such project financing is in place. If the Investors exercise this put right, the Investors’ right to purchase the Silver Royalty terminates.

 

If the EAC expires at any time while the 2022 Secured Note is outstanding, the Investors can put the 2022 Secured Note back to the Company for US$247.5 million at any time over the following nine months, in cash or common shares at the Company’s option. If the Investors exercise this put right, the Investors’ right to purchase the Silver Royalty terminates.

 

When the 2022 Secured Note matures, the Investors will use all of the principal amount repaid on maturity to purchase the Silver Royalty. The 2022 Secured Note matures upon the first of either commercial production being achieved at KSM and either the 10-year anniversary or if the EAC expires and the Investors do not exercise their right to put the 2022 Secured Note to the Company, the 13-year anniversary of the issue date of the 2022 Secured Note.

 

If commercial production is not achieved at KSM prior to the tenth anniversary from closing, the Silver Royalty payable to the Investors will increase to a 75% gross silver royalty. If the EAC expires during the term of the 2022 Secured Note and the corresponding put right is not exercised, the increase will occur at the thirteenth anniversary from closing. The Company has the option to buy back 50% of the Silver Royalty, once exchanged on or before 3 years after commercial production has been achieved, for an amount that provides the Investors a minimum guaranteed annualized return.

 

No amount payable may be paid in common shares of Seabridge if, after the payment, any of the Investors would own more than 9.9% of the Company’s outstanding shares.

 

The 2022 Secured Note and the 2023 Secured Note financings and the At-the-Market Offering provide most of the capital necessary to attain Substantial Start and reduces the time from the construction schedule once a construction decision has been made.

 

During the first quarter of 2021, the Company entered into an agreement with two securities dealers, for an At-The-Market offering program, entitling the Company, at its discretion, and from time to time, to sell up to US$75 million in value of common shares of the Company. This program was in effect until the Company’s US$775 million Shelf Registration Statement which expired in December 2022, was replaced with a new US$750 million during the same month. During the first quarter of 2023, a US$100 million prospectus supplement was filed and the program was renewed. During the six months ended June 30, 2023, the Company issued 1,281,667 shares, at an average selling price of $18.27 per share, for net proceeds of $22.9 million under the Company’s At-The-Market offering. In 2022, the Company issued 998,629 shares, at an average selling price of $22.82 per share, for net proceeds of $22.3 million under the Company’s At-The-Market offering.

 

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During the six months ended June 30, 2022, the Company received $2.7 million upon the exercise of 186,007 stock options.

 

In December 2022, the Company issued a total of 675,400 flow-through common shares at an average $22.24 per common share for aggregate gross proceeds of $15.0 million. The Company committed to renounce its ability to deduct qualifying exploration expenditures for the equivalent value of the gross proceeds of the flow-through financing and transfer the deductibility to the purchasers of the flow-through shares. The effective date of the renouncement was December 31, 2022. At the time of issuance of the flow-through shares, $4.2 million premium was recognized as a liability on the consolidated statements of financial position. During the six months ended June 30, 2023, the Company incurred $5.3 million of qualifying exploration expenditures and $1.5 million of the premium was recognized through other income on the consolidated statements of operations and comprehensive income (loss).

 

During the six months ended June 30, 2023, operating activities, including working capital adjustments, used $11.1 million cash compared to $5.1 million cash used in operating activities in comparative period in 2022. The increase in cash used in operating activities was mainly due to higher cash compensation and general and administrative expenses, and working capital movement that was partially offset by lower financing costs and higher interest income. Cash used in operating activities in 2023 included $0.6 million foreign exchange loss. Cash used in the comparative period in 2022 was partially offset by $6.2 million foreign exchange gain. Operating activities in the near term are expected to remain stable or increase marginally given the growth in project and corporate activity in the Company.

 

As previously disclosed in the Company’s prior years financial statements, in 2019 the Company received a notice from the CRA that it proposed to reduce the amount of expenditures reported as Canadian Exploration Expenses (CEE) for the three-year period ended December 31, 2016. The Company has funded certain of its exploration expenditures, from time-to-time, with the proceeds from the issuance of flow-through shares and renounced, to subscribers, the expenditures which it determined to be CEE. The notice disputes the eligibility of certain types of expenditures previously audited and approved as CEE by the CRA. The Company strongly disagrees with the notice and responded to the CRA auditors with additional information for their consideration. In 2020, the CRA auditors responded to the Company’s submission and, although accepting additional expenditures as CEE, reiterated that their position remains largely unchanged and subsequently issued reassessments to the Company reflecting the additional CEE expenditures accepted and $2.3 million of Part Xll.6 tax owing. The Company has been made aware that the CRA has reassessed certain investors who subscribed for the flow-through shares, reducing CEE deductions. Notice of objections to the Company’s and investors’ reassessments have been filed for all those that have been received and will be appealed to the courts, should the notice of objections be denied. The Company has indemnified the investors that subscribed for the flow-through shares and that have been reassessed by depositing the amount of their reassessments, including interest charges, into the accounts of the reassessed investors with the Receiver General in return for such investors agreement to object to their respective reassessments and to repay the Company any refund of the amount deposited on their behalf upon resolution of the Company’s appeal. During 2021 and 2022, the Company deposited $9.3 million into the accounts of certain investors with the Receiver General. The deposits made have been recorded as long-term receivables on the statement of financial position as at June 30, 2023. The potential tax indemnification to the investors is estimated to be $10.8 million, plus $2.9 million potential interest. No provision has been recorded related to the tax, potential interest, nor the potential indemnity as the Company and its advisors do not consider it probable that there will ultimately be an amount payable.

 

During 2016, upon the completion of an audit of the application by tax authorities of the British Columbia Mineral Exploration Tax Credit (“BCMETC”) program, the Company was reassessed $3.6 million, including accrued interest for expenditures that the tax authority has categorized as not qualifying for the BCMETC program. The Company recorded a $3.6 million provision within non-trade payables and accrued expenses on the consolidated statements of financial position as at December 31, 2016 with a corresponding increase in mineral interests. In 2017 the Company filed an objection to the reassessment with the appeals division of the tax authorities and paid one-half of the accrued balance to the Receiver General and reduced the provision by $1.8 million. In 2019, the Company received a decision from the appeals division that the Company’s objection was denied, and the Company filed a Notice of Appeal with the British Columbia Supreme Court. The Attorney General of Canada replied to the facts and arguments in the Company’s Notice of Appeal and stated its position that the Company’s expenditures did not qualify for the BCMETC program. During the first quarter of 2023, the Company completed discovery process with the Department of Justice and will continue to move the appeal process forward, including settling an agreed statement of facts and settling court dates for the hearing. The Company intends to continue to fully defend its position. Based on the facts and circumstances of the Company’s objection, the Company concludes that it is more likely than not that it will be successful in its objection. As at June 30, 2023, the Company has paid $1.6 million to the Receiver General, and the Canada Revenue Agency (CRA) has withheld $2.3 million of HST credits due to the Company that would fully cover the residual balance, including interest, should the Company be unsuccessful in its challenge. The amount recorded in long-term receivables as of June 30, 2023 of $3.9 million includes the initial reassessment of $3.6 million, plus accrued interest.

 

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The Company will continue its objective of advancing its major gold projects, KSM and Courageous Lake, and to further explore the Iskut, Snowstorm and 3 Aces projects to either sell or enter into joint venture arrangements with major mining companies. The market for metals streams and royalty interests seems to be growing and the Company will determine the merits of disposing of options it holds on non-core net profits interests and net smelter returns. Financing future exploration and development may include the selling or entering into new streaming and royalty arrangements.

 

Contractual Obligations

 

The Company has the following commitments as at June 30, 20223:

 

    Payments due by years  
($000s)   Total     2023     2024-25     2026-27     2028-29  
2022 Secured Note – interest     125,866       9,682       38,728       38,728       38,728  
2023 Secured Note – interest     80,102       -       28,466       25,818       25,818  
Capital expenditure obligations     88,175       82,033       6,142       -       -  
Flow-through share expenditures     9,737       9,737       -       -       -  
Mineral interests     5,441       485       1,652       1,652       1,652  
Lease obligation     1,851       510       1,143       106       92  
      311,172       102,447       76,131       66,304       66,290  

 

During the first quarter of 2022, the Company entered into a Facilities Agreement with BC Hydro covering the design and construction of facilities by BC Hydro to supply construction phase hydro-sourced electricity to the KSM project.

 

The cost to complete the construction is estimated to be $32.8 million of which the Company has paid $24.9 million to BC Hydro and the remaining balance is due in December 2023. In addition, the Facilities Agreement requires $59.7 million in security or cash from the Company for BC Hydro system reinforcement which is required to make the power available of which the Company has paid $57.1 million to BC Hydro and the balance is due in December 2023. The $59.7 million system reinforcement security will be forgiven annually, typically over a period of less than 8 years, based on project power consumption.

 

Prior to its maturity, the 2022 Secured Note bears interest at 6.5%, or US$14.6 million per annum, payable quarterly in arrears. The Company can elect to satisfy interest payments in cash or by delivering common shares. The 2023 Secured Note also bears interest at 6.5%, or US$9.8 million, but is subject to deferment until December 2026.

 

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Outlook

 

As mentioned above, the COVID-19 pandemic has not materially impacted the Company’s operations, financial condition or financial performance in 2022 or 2023 but in 2020 and 2021 it caused it to reduce the scale of certain programs as it hindered the pace of advancement at the affected projects in those years. The Company is executing its 2023 exploration, and monitoring programs at its projects as well as the site capture and early infrastructure development activities at KSM, safely and within the constraints and safety measures implemented. Although the capital markets have been relatively volatile, the Company has not experienced limitations nor does it foresee limitations to accessing capital on acceptable terms. No disruptions to supply chains have been experienced nor have there been delays in project activity.

 

In 2022 and so far in 2023, the Company enjoyed favorable capital markets, issuing its US$225 million 2022 Secured Note and its US$150 million 2023 Secured Note at the end of the current quarter. In addition, the Company has successfully raised funds under its ATM offering of common shares and other financings mentioned above and its financial condition has not been adversely impacted by the pandemic.

 

In addition to the extensive Substantial Start work that the Company is carrying out, it also continues its pursuit of a joint venture agreement on the KSM project with a suitable partner on terms advantageous to the Company, since it does not intend to build or operate the project alone. The KSM project includes multiple deposits and provides a joint venture partner, or purchaser, flexibility in the design of the project. In accordance with its priorities and risk tolerance, the Company believes that it does not make sense for it to start preparing a feasibility study on the KSM project on its own. The 2022 KSM PFS includes recommendations on additional work that could be completed to advance the project, including budget estimates. The work that a joint venture partner might choose to complete might include some or all of this recommended work and might include significantly more work, and so the timing and cost for a joint venture partner to conclude the recommended work or a feasibility study is difficult to predict. The Company plans its work to advance the KSM project on an annual basis, when the results of one year’s work have been received and analyzed, planning for the next year begins. Currently, the Company is focused on Substantial Start activities and while planning its programs, the Company will consider the recommended work in the PFS, but the Company will decide work based on its priorities, the results of its advancement work and the items it believes are best left for a joint venture partner to decide. Plans for each year are typically drafted in the second quarter of the previous year and budgets are established at the beginning of that year.

 

The early construction work the Company is considering for completion in 2024 and 2025 includes completing construction of the Taft Creek fish habitat offsetting ponds, constructing the powerline from the Treaty Creek switching station to the area of the proposed processing plant and MTT portals in the North Treaty Creek valley, constructing the power substation at the area of the processing plant, constructing the Coulter Creek Access Road to the 8.6 km mark and clearing of many of the sites for location of proposed KSM Project infrastructure. The Company anticipates submitting an application to the EAO for a decision that the KSM Project has been “substantially started” well before the deadline and believes it is keeping itself on course for a positive decision.

 

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The Company has only prepared preliminary estimates for the cost of all of this work and certain of the work requires further engineering before reasonable cost estimates can be established. The Company may elect not to complete some or many elements of this work and may elect to engage in construction of other elements of the KSM Project infrastructure instead, including in respect of the work for 2023. However, its budget for 2023 early construction activities is estimated at $237 million. During the six months ended June 30, 2023, The Company incurred $128 million in early construction activities. The remaining $109 million will be funded with the US$150 million ($199 million) funds raised through the 2023 Secured Note financing.

 

At Iskut, the Company is conducting the 2023 exploration program that is focused on the Bronson Slope copper-gold resource and test porphyry occurrences in other targets on the property. Environmental work is also continuing on the reclamation and closure plan for the Johnny Mountain mine.

 

At the Company’s 3 Aces project, the Company is conducting the 2023 exploration program that will include drill testing of the exploration model for extrapolation across the entire property. Additionally, the work program will provide a prioritized list of targets and drill plans to initiate resource definition on the identified target areas. The overall program is focused on the discovery of a high-grade mineralized deposit.

 

At Snowstorm, the Company will continue exploration efforts to determine the potential for mineralized faults. Past exploration efforts have identified the geophysical signature of several parallel structures on the eastern margin of an uplifted formation block. This setting is consistent with the large mines and the projected structures are orientated parallel with mineralizing faults in the Getchell Trend. The exploration program is to test across two of these structures.

 

At Courageous Lake, the Company is conducting internal studies to determine the best approach and model for a potential updated commencing a preliminary feasibility study and determine the best path forward to unlock value.

 

The Company is exploring various alternatives for raising the funding necessary to pay for these construction and exploration activities and other business objectives. Possible financing options include the sale of royalty or streaming interest in the KSM Project, funding from a joint venture partner as part of earning into an interest in the KSM Project, the sale of all or some form of interest in one of the Company’s other projects or the sale of shares or debt issued by the Company, including possible financing under a Prospectus Supplement. The Company also has an At-the-Market Offering in the United States which has been an effective source of meaningful funding for the Company.

 

Environment, Social and Governance

 

Management and the Board of Directors have formalized several key policies that entrench the Company’s environmental, social and governance (ESG) goals, priorities and strategies to operate safely, sustainably and with the highest governance standards. The Board of Directors has established a Sustainability Committee and granted that committee the authority to investigate any activity of the Corporation and its affiliates relating to sustainability and ESG. As the Company operates in the natural resource extraction industry, the Company strives to achieve the highest operating standards, assessing and mitigating the impacts on the physical environment and the communities in which the Company operates. The Company is committed to sustainability and the integration of sustainability principles into all of our activities and has adopted its Sustainability Policy.

 

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During the current quarter, the Company published its 2022 Sustainability Report providing insight to the Company’s commitment to local communities, environment, and sustainability. The report captures all of 2022 and highlights the Company’s progress towards integrating sustainability into its operations. The Company’s Sustainability Reports are prepared with select disclosures and guidance from the Sustainability Standards Accounting Board Metals and Mining Industry Standards and the Global Reporting Initiative Standards, as well as metrics designed for specifically for the Company.

 

Also in early 2023, the Company issued its inaugural Climate Strategy Report disclosing Scope 1, 2 and 3 emissions, compliant with the Task Force on Climate-Related Financial Disclosures and concurrently made submissions for CDP scoring that will provide a snapshot of the Company’s disclosure and environmental performance.

 

The Company also published its ESG Performance Tables for 2022. The report highlights the Company’s accomplishments and approach to three critical pillars: the economy, society, and the environment. These pillars are seen as interdependent, each necessary and supportive to the other. The Company recognizes that sustainability involves protecting environmental values in the area of our projects, contributing to the health and the economic and social well-being of our employees and the local communities, and taking action on national and global priorities. A sustainable human environment requires the Company to consider issues such as cultural respect, inclusiveness, diversity, and broad participation in the opportunities and benefits which derive from our efforts.

 

In addition to the Sustainability Policy, the Company has also implemented its Environmental Policy; Health and Safety Policy including a separate policy on discrimination, bullying, harassment, and violence; a Workplace Employment Policy; and its Policy Statement on Diversity. The Inaugural Sustainability Report and all of the Company’s policies related to ESG can be found on the Company’s website www.seabridgegold.com.

 

Internal Controls Over Financial Reporting

 

The Company’s management under the supervision of the Chief Executive Officer and Chief Financial Officer are responsible for designing adequate internal controls over financial reporting or causing them to be designed under their supervision in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Management is responsible for establishing and maintaining adequate internal controls over financial reporting. The control framework used is Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

Disclosure Controls and Procedures and Internal Controls over Financial Reporting

 

Pursuant to regulations adopted by the U.S. Securities and Exchange Commission, under the U.S. Sarbanes-Oxley Act of 2002 and those of the Canadian Securities Administrators, management evaluates the effectiveness of the design and operation of the Company’s disclosure controls and procedures, and internal control over financial reporting. This evaluation is done under the supervision of, and with the participation of, the Chief Executive Officer and the Chief Financial Officer.

 

For the quarter ended June 30, 2023, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures, and internal control over financial reporting are designed to provide reasonable assurance regarding the reliability of information disclosed in its filings, including its interim financial statements prepared in accordance with IFRS. There has been no change in the Company’s internal control over financial reporting during the quarter ended June 30, 2023, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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Limitations of Controls and Procedures

 

The Company’s management, including the Chief Executive Officer and Chief Financial Officer, believe that any internal controls over financial reporting and disclosure controls and procedures, no matter how well designed, can have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance that the objectives of the control system are met.

 

Cybersecurity

 

The Company’s management is responsible for cybersecurity risks that face the Company, and the Board of Directors has granted the Audit Committee the authority to oversee management’s assessment of those risks and their prevention and mitigation approaches and to investigate any material breaches. To date, there have been no material breaches of security measures.

 

An independent review of access to information and other security protocols around the Company’s IT systems was completed in the current quarter. The review, among other items, verified all employees’ ability to recognize potentially malicious emails or other communications that could enable an intruder to download malware onto the Company’s systems leading to the potential circumventing of the Company’s security protocols and to potentially steal or hold ransom Company data.

 

Shares Issued and Outstanding

 

At August 14, 2023, the issued and outstanding common shares of the Company totaled 83,506,550. In addition, there were 477,500 stock options, and 355,266 RSUs. Assuming the conversion of all of these instruments outstanding, there would be 84,339,316 common shares issued and outstanding.

 

Related Party Transactions

 

During the current six months ended June 30, 2023 and the comparative quarter in 2022, there were no payments to related parties other than compensation paid to key management personnel. These transactions were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

 

Recent Accounting Pronouncements

 

Refer to Note 2 in the Company’s unaudited condensed consolidated interim financial statements for the period ended June 30, 2023.

 

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Critical Accounting Estimates

 

Refer to Note 3 (C) in the Company’s audited consolidated financial statements for the year ended December 31, 2022.

 

Risks and Uncertainties

 

There is uncertainty related to title to the Company’s mineral properties and rights of access over or through lands subject to third party rights, interests and mineral tenures.

 

Other risks and uncertainties are discussed within the Company’s most recent Annual Information Form filed on SEDAR at www.sedarplus.ca, and the Annual Report on Form 40-F filed on EDGAR at www.sec.gov/edgar.shtml.

 

Forward Looking Statements

 

The consolidated financial statements and management’s discussion and analysis and any other materials included with them, contain certain forward-looking statements relating but not limited to the Company’s expectations, intentions, plans and beliefs. Forward-looking information can often be identified by forward-looking words such as “anticipate”, “believe”, “expect”, “goal”, “plan”, “intend”, “estimate”, “may” and “will” or similar words suggesting future outcomes, or other expectations, beliefs, estimates, plans, objectives, assumptions, intentions or statements about future events or performance. Forward-looking information may include reserve and resource estimates and expected changes to them, estimates of future production and related financial analysis, unit costs, costs of capital projects and timing of commencement of operations, and is based on current expectations that involve a number of business risks and uncertainties. Factors that could cause actual results to differ materially from any forward-looking statement include, but are not limited to, failure to establish estimated resources and reserves, the grade and recovery of ore which is mined varying from estimates, capital and operating costs varying significantly from estimates, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects and other factors. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from expected results.

 

Potential shareholders and prospective investors should be aware that these statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those suggested by the forward-looking statements. Shareholders are cautioned not to place undue reliance on forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and various future events will not occur. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking information whether as a result of new information, future events or other such factors which affect this information, except as required by law.

 

 

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