Exhibit 23.1

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

Telephone    (416) 777-8500 Fax               (416) 777-8818 Internet         www.kpmg.ca

Consent of Independent Registered Public Accounting Firm

The Board of Directors of Seabridge Gold Inc.

We consent to the use of:

each of which is included in the Annual Report on Form 40-F of the Entity for the fiscal year ended December 31, 2025.

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

/s/ KPMG LLP

Chartered Professional Accountants, Licensed Public Accountants

March 26, 2026

Toronto, Canada

Exhibit 23.2

Tetra Tech Canada Inc.

March 26, 2026

United States Securities and Exchange Commission

Consent of Expert

Ladies and Gentlemen:

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

In connection with the Company’s Annual Report on Form 40-F (the “40-F”) in respect of the financial year ended December 31, 2025, to be filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended, I, Hassan Ghaffari, P. Eng., on behalf of Tetra Tech Canada Inc. hereby:

Exhibit 23.3

Tetra Tech Inc.

March 26, 2026

United States Securities and Exchange Commission

Consent of Expert

Ladies and Gentlemen:

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

In connection with the Company’s Annual Report on Form 40-F (the “40-F”) in respect of the year ended December 31, 2025, to be filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended, I, Dr. Jianhui Huang P. Eng., on behalf of Tetra Tech Inc. hereby:

Exhibit 23.4

March 26, 2026

Consent of Expert

Ladies and Gentlemen:

Reference is made to:

In connection with the Company’s Annual Report on Form 40-F (the “40-F”) in respect of the financial year ended December 31, 2025, to be filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended, the undersigned hereby:

Exhibit 23.5

March 26, 2026

Ladies and Gentlemen:

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

In connection with the Company’s Annual Report on Form 40-F (the “40-F”) in respect of the financial year ended December 31, 2025, to be filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended, I, James H. Gray, P.Eng., on behalf of myself and Moose Mountain Technical Services, hereby:

Exhibit 23.6

March 26, 2026

Ladies and Gentlemen:

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

In connection with the Company’s Annual Report on Form 40-F (the “40-F”) in respect of the financial year ended December 31, 2025, to be filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended, I, Neil Brazier, P.Eng., on behalf of myself and W.N. Brazier Associates Inc., hereby:

Exhibit 23.7

March 26, 2026

United States Securities and Exchange Commission

Consent of Expert

Ladies and Gentlemen:

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

In connection with the Company’s Annual Report on Form 40-F (the “40-F”) in respect of the financial year ended December 31, 2025, to be filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended, I, Rolf Schmitt, M.Sc., P.Geo., on behalf of ERM Consultants Canada Ltd., hereby:

Exhibit 23.8

March 26, 2026

Ladies and Gentlemen:

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

In connection with the Company’s Annual Report on Form 40-F (the “40-F”) in respect of the financial year ended December 31, 2025, to be filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended, I, David Willms, P. Eng., hereby:

Exhibit 23.9

BGC Engineering Inc.

March 26, 2026

Ladies and Gentlemen:

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

In connection with the Company’s Annual Report on Form 40-F (the “40-F”) in respect of the financial year ended December 31, 2025, to be filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended, I, Derek Kinakin, M.Sc., P.Geo., P.G., on behalf of myself and BGC Engineering Inc., hereby:

Exhibit 23.10

Consent of Ross D. Hammett

WSP Canada Inc.

Annual Report on Form 40-F

March 26, 2026

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

In connection with the Company’s Annual Report on Form 40-F (the “40-F”) in respect of the financial year ended December 31, 2025, to be filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended, I, Ross D. Hammett, Ph.D., P.Eng., hereby:

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

Exhibit 31.1

CERTIFICATIONS PURSUANT TO SECTION 302

OF

THE SARBANES-OXLEY ACT OF 2002

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

Exhibit 31.2

CERTIFICATIONS PURSUANT TO SECTION 302

OF

THE SARBANES-OXLEY ACT OF 2002

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

Exhibit 32.1

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

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Annual Report of Seabridge Gold Inc. (the “Company”) on Form 40-F for the period ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), I, Rudi P. Fronk, Chief Executive Officer of the Company, certify, pursuant to U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

Exhibit 32.2

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

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Annual Report of Seabridge Gold Inc. (the “Company”) on Form 40-F for the period ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), I, Christopher J. Reynolds, Vice President Finance and Chief Financial Officer of the Company, certify, pursuant to U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

Exhibit 99.1

ANNUAL

INFORMATION

FORM

FOR THE YEAR ENDED

DECEMBER 31, 2025

DATED: MARCH 26, 2026

TABLE OF CONTENTS

Contents

PRELIMINARY NOTES

Date of Information

The information in this Annual Information Form (“AIF”) is presented as of December 31, 2025 unless specified otherwise.

Reporting Currency

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

Units of Measure

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

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

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

Cautionary Note Regarding Forward-Looking Statements

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

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

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

This list is not exhaustive of the factors that may affect any of the Issuer’s forward-looking statements. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Issuer or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those referred to in this AIF under the heading “Risk Factors” and elsewhere in this AIF. In addition, although the Issuer has attempted to identify important factors that could cause actual achievements, events or conditions to differ materially from those identified in the forward-looking statements, there may be other factors that cause achievements, events or conditions not to be as anticipated, estimated or intended. Many of the foregoing factors are beyond the Issuer’s ability to control or predict. It is also noted that while Seabridge engages in exploration and advancement of its properties, including data collection and site work in preparation for feasibility study work or early construction work, it will not undertake production activities by itself.

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

Cautionary Note to United States Investors Regarding Resource Estimates 

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

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

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

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

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

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

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

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

Seabridge Gold Inc.

ANNUAL INFORMATION FORM

ITEM 1: CORPORATE STRUCTURE

Incorporation of the Issuer

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

The Issuer’s corporate offices are located at 106 Front Street East, 4th Floor, Toronto, Ontario, Canada M5A 1E1. The Issuer’s telephone number is (416) 367-9292. The Issuer’s common shares (“Common shares”) are currently listed for trading on the Toronto Stock Exchange (the “TSX”) under the symbol “SEA” and on the New York Stock Exchange (the “NYSE”) under the symbol “SA”. The Issuer’s registered office is located at 15th Floor, 1111 West Hastings Street, Vancouver, British Columbia, Canada V6E 2J3.

Intercorporate Relationships

The Issuer presently has thirteen wholly-owned subsidiaries: KSM Mining ULC, Seabridge Gold (KSM) Inc., SnipGold Corp., Hattrick Resources Corp. and Tuksi Mining & Development Company Ltd. (“Tuksi”), each companies incorporated under the laws of British Columbia, Canada; Seabridge Gold (NWT) Inc., a company incorporated under the laws of the Northwest Territories; Seabridge Gold (Yukon) Inc., a company incorporated under the laws of Yukon; Seabridge Gold Corporation, Pacific Intermountain Gold, Corporation, 5555 Gold Inc. and 5555 Silver Inc., each Nevada corporations; Seabridge Gold (Michigan) Inc., a corporation incorporated under the laws of Michigan; and Snowstorm Exploration LLC, a Delaware limited liability corporation. The following diagram illustrates the inter-corporate relationship between the Issuer, its active subsidiaries and its projects as of December 31, 2025.

Notes:

ITEM 2: GENERAL DEVELOPMENT OF THE BUSINESS

Overview 

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

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

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

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

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

The price of gold hit a peak in 2012 and then declined for several years. When the Issuer believed it had declined sufficiently to make property acquisition attractive once again, it entered into another phase of property acquisition with the purchase of the Iskut Project in 2016, the Snowstorm Project in 2017, the Goldstorm Project in 2019, the 3 Aces Project in 2020 and the East Mitchell (formerly Snowfield) property in 2020. It remains interested in additional acquisitions when it identifies properties with potential that would be meaningful to the size of the Issuer and at an appealing price. In the course of searching for new properties, the Issuer has accepted that reasonably priced properties that satisfy its size objective may have limited, or no, mineral resources and now routinely considers acquisitions of properties with or without mineral resources. The Issuer intends to continue following its phased strategy with respect to newly acquired properties.

Even after it moved to the third phase, the Issuer has continued exploring the KSM and Courageous Lake Projects in conjunction with advancing them. These efforts have resulted in the significant expansion of its Kerr and Iron Cap deposits at the KSM Project and the discovery of additional mineralized zones at Courageous Lake. Its exploration programs proved highly successful, with measured and indicated gold resources now totaling 101.2 million ounces with an additional 81.8 million ounces of gold in the inferred resource category (see Mineral Resources Table on page 10) against a backdrop of only 107.4 million shares outstanding. With the KSM Project mineral resource sufficiently large to provide decades of production and the planned spin-out of the Courageous Lake Project, the Issuer has now shifted its exploration activities to its remaining projects.

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

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

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

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

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

Seabridge is seeking a joint venture or sale of its principal asset, the KSM Project, and announced in December 2025 that it is intending to spin-out to its shareholders its Courageous Lake Project into a separate publicly listed company. At the KSM Project in 2026, the Issuer is increasing the scope of its early construction activities and focusing on extending the TCAR and the CCAR, camp improvements, and engineering of infrastructure required prior to commencing construction of the MTT. Additional data collection work will also be undertaken to support preparation of a feasibility study. It is expected that BC Hydro will complete construction of the TCT in 2026. The Issuer will also be undertaking a drill program at the Iskut Project in 2026 following up on its successful drill programs in 2024 and 2025 in the Snip North area. The Issuer will also continue with the next year of its planned reclamation and closure plan for the Johnny Mountain Mine at the Iskut Project. The exploration group will also be working to compile data to prepare an independent technical report for the 3 Aces Project and will examine the stratigraphy and fluid flux at the Snowstorm Project

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

Three Year History 

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

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

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

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

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

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

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

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

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

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

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

In September, 2024 the British Columbia government renewed the Issuer’s LoO for the MTT for a period of twenty years. The LoO provides KSMCo with the right to occupy the area in which it intends to construct the MTT. This new LoO replaces the original LoO for the MTT granted in 2014. The rights of Tudor and its joint venture partners to the area of the LoO that traverses 11 of their mineral claims are subject to the KSM MTT Reserve. The KSM MTT Reserve expressly limits the rights of the owners of these 11 mineral claims such that they may not “obstruct, endanger or interfere with, or allow any other person to obstruct, endanger or interfere with, the construction, operation or maintenance of” the MTT.

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

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

On January 24, 2025, the Issuer entered into a Controlled Equity OfferingSM Sales Agreement for the sale of up to US$100 million of Common shares through the lead agent, Cantor Fitzgerald & Co., and filed a Prospectus Supplement qualifying the same, thereby renewing the Issuer’s at-the-market offering facility. Sales under the Controlled Equity OfferingSM Sales Agreement have now been completed. The Issuer has found that the ATM offerings have enabled it to raise funds when needed at lower costs and with greater flexibility than more traditional financing methods. Sales of Common shares issued pursuant to the Issuer's ATM offerings only take place on the New York Stock Exchange.

On February 19, 2025, the Issuer completed the sale, under a bought deal underwriting, of 6,540,000 Common shares at the price of US$12.25 per share for aggregate gross proceeds of approximately US$80 million. The Issuer concurrently completed the sale, by way of private placement to a strategic investor, of 1,640,000 Common shares at the price of US$12.25 per share for gross proceeds of approximately US$20 million.

On April 23, 2025, the Issuer announced that Minister had filed its response to the Petitions challenging the positive SSD for the KSM Project in the British Columbia Supreme Court. On May 29, 2025, the Issuer announced that it had filed its own response to the Petitions, which the Issuer believes further strengthened and broadened the response filed by the Minister. In addition, the Issuer announced that SEITC, one of the two petitioners who brought the Second Petition, had withdrawn from the proceedings. The court hearing for the Petitions took place from September 22, 2025 to October 3, 2025 and the Issuer is currently waiting for the decision to be issued.

On June 26, 2025, Tudor filed a Notice of Appeal in the British Columbia Supreme Court against the Chief Gold Commissioner of British Columbia (the “CGC”) and Seabridge appealing a decision of the CGC rejecting an application brought by Tudor that Seabridge’s KSM MTT Reserve in respect of the MTT should not apply to Tudor or, in the alternative, that the KSM MTT Reserve be cancelled. On March 17, 2026 Tudor formally abandoned this appeal.

In a separate action, on September 22, 2025, Tudor filed a Notice of Civil Claim in the Supreme Court of British Columbia against the Province principally seeking a court declaration that the KSM MTT Reserve doesn’t apply to it, or that the KSM MTT Reserve and all other authorizations for activities on Tudor’s mineral claims through which the KSM MTT Reserve passes (the “Treaty Project Claims”) relating to the KSM Project exceed the Province’s authority, and in the alternative, for an award of compensation for expropriation or for damages for misrepresentation. The Issuer believes that the Province has acted within the law and that the various authorizations for the MTT are appropriate and valid.

On October 3, 2025, in a third separate action, Tudor filed a Petition in the British Columbia Supreme Court against the British Columbia Ministry of Water, Land and Resource Stewardship (“WLRS”) and the Issuer seeking judicial review of the September, 2024 determination by WLRS to grant the LoO to the Issuer across the Treaty Project Claims for the construction and operation of the MTT. The Issuer believes that WLRS acted appropriately in authorizing the Issuer to use Provincial land for the MTT.

During 2025, the Issuer completed an extensive field data collection program, including geotechnical drilling totaling approximately 8,500 meters of drilling across 117 drill holes to provide information to commence a feasibility study for the KSM Project. Construction also continued on the TCT, with the major milestones achieved in 2025 including completion of earthworks, concrete foundations, steel erection, and installation of transmission line structures connecting the TCT to the NWL. The Issuer also continued to advance its primary objective of entering into a joint venture arrangement with a major mining company that has the technical, financial and social wherewithal to build and operate the KSM Project. Although the Issuer is continuing its discussions with a preferred partnership candidate, it has not yet entered into any agreements with respect to the proposed joint venture.

At the Iskut Project, Seabridge completed 24,225 meters of diamond drilling in 2025, focused on following up the 2024 Snip North discovery and off-setting drill holes in a roughly 175-meter pattern. Drilling has defined a major porphyry system. Each of the holes drilled in 2025 intersected wide zones of mineralization. Snip North is now defined over a strike length of 2,100 meters, a dip projection of 600 meters and up to 700 meters in width. The limits of mineralization have not yet been defined, and the system remains open at depth to the west and north. Seabridge plans to issue a mineral resource estimate on Snip North in Q2 2026 and continue drilling in 2026 to define the limits of the system and target a potentially higher-grade intrusive porphyry source.

In Q4 2025, the Issuer announced its intention to spin-out its wholly-owned subsidiary, Seabridge Gold (NWT) Inc. (to be renamed “Valor Gold”) which owns 100% of the Courageous Lake Project. Following the spin-out, Valor Gold will be focused on advancing the Courageous Lake Project through exploration, engineering and permitting and Seabridge will continue to focus on the KSM Project and the Iskut Project, as well as its other exploration assets. It is contemplated that, pursuant to a court-approved plan of arrangement, Valor Gold common shares would be distributed to Seabridge shareholders, and an application will be made to list the Valor Gold common shares on the TSX and the OTCQB Venture Market (USA). Seabridge is planning to spin-out Valor Gold with $10 million in its treasury to fund anticipated work programs and general and administrative expenses. Completion of the transaction is expected to occur prior to the end of Q2 of 2026, subject to the satisfaction of the conditions of closing, which include receipt of Seabridge shareholder approval and a final court order approving the transaction.

The 2025 drill program at 3 Aces consisted of approximately 3,000 meters in 10 diamond drill holes. The 2025 program tested large step outs on known gold bearing structures across the central core area and the Sprogge target. The Issuer’s exploration team also completed a high-resolution magnetics-VLF survey, a base of till sampling program and regional prospecting work. Seabridge is now compiling all information available on 3 Aces to prepare an independent technical report for the project to help determine the most appropriate path forward for the project.

ITEM 3: DESCRIPTION OF THE ISSUER’S BUSINESS 

General 

The Issuer is in the business of acquiring, exploring and advancing gold prospective properties. It produces no minerals and generates no business revenues. The Issuer pursues a strategy that reduces its exposure to some of the largest risks of investing in gold exploration companies. Its goal is to provide strong returns to shareholders by maximizing leverage to the price of gold. Its strategy to achieve this goal is to grow gold ownership per Common share by increasing gold resources more rapidly than shares outstanding. It has limited itself to properties in the United States of America and Canada. Seabridge also decided it would not build or operate mines, but that it would partner or sell assets that were advancing toward production.

The Issuer owns 7 properties and holds an option to acquire 100% of an additional property and 4 of the 8 properties have gold mineral resources. The Issuer has one material property; the KSM Project. Today, the KSM Project hosts the largest publicly disclosed undeveloped gold mineral resource in the world1, with measured and indicated gold mineral resources totaling more than 88 million ounces. The Issuer’s exploration success at the KSM Project has also defined significant copper and silver mineral resources, with KSM containing 19.6 billion pounds of copper and 417.2 million ounces of silver in the measured and indicated mineral resource categories. The combined gold, copper and silver, mineral resources constitute a significant economic opportunity, and environmental approvals and certain permits are in place to advance early construction.

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

Mineral Resources (Gold and Copper)

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

Sustainability (Environmental, Social, and Governance Matters) 

The Issuer is committed to following strong Environmental, Social, Governance (“ESG”) practices, including climate-related practices and Diversity, Equity and Inclusion (“DEI”) initiatives, in a way that builds value for shareholders, stakeholders and partners. The Issuer is mindful of the impacts of its activities and decisions and strives to advance its projects and business responsibly.

In December 2021 the Issuer published its inaugural Sustainability Report detailing its approach, efforts and progress in respect of ESG matters. In May 2023, the Issuer released its 2022 Sustainability Report, which aligned with the reporting requirements of the Task Force on Climate-related Financial Disclosure (“TCFD”). In May 2024, the Issuer released its 2023 Sustainability Report, which also added alignment with the reporting requirements of the Taskforce on Nature-related Financial Disclosures (“TNFD”) and the Transition Plan Taskforce (“TPT”), in addition to those of the TCFD, in a commitment to taking an integrated approach to sustainability and reporting. In June 2025, the Issuer released its 2024 Sustainability Report, which further developed our alignment to the recommendations of the TCFD, TNFD and TPT, as well as advanced an enterprise-wide approach to risk management and strategy development. As the Issuer progresses on its sustainability journey, it acknowledges that gaps exist in meeting all TCFD and TNFD recommendations. The Issuer takes an iterative approach to its TCFD and TNFD reporting and commits to transparently reporting on the evolution and improvement of its climate and nature management approach and disclosure each year.

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

Highlights of the Issuer’s ESG activities are set forth below and more detail is provided in its 2024 Sustainability Report, which is available under the “Sustainability” tab of the Issuer’s website (www.seabridgegold.com). The 2025 Sustainability Report, which will utilize integrated reporting, is expected to be released in May, 2026.

Environment

Through the implementation of responsible design, a design approach which places a greater emphasis on the protection of air, water quality, fish, wildlife and vegetation, the Issuer works to minimize the footprints and environmental impacts of its project designs in the context of its business. The Issuer performs ongoing evaluations of risks and opportunities associated with climate change and nature at the Board, executive management and operational level aligned to the TCFD and TNFD. The Issuer successfully captured and reported on its Scope 1 and 2 carbon emissions for the first time in respect of 2022. Since January 1, 2023, the Issuer has also implemented various measures to start collecting data for the purposes of being able to calculate Scope 3 emissions. Scope 3 emissions are not produced by the Issuer itself and are not the result of activities with assets owned or controlled by it, but are emissions by third parties whose business activity is either upstream or downstream within Seabridge’s value chain. The Issuer started its work on Scope 3 emissions by performing an analysis to identify purchased goods for which emissions can be calculated in the future. From its analysis, with respect to the Issuer’s contractors, only contractors that burn their own fuel fall within the remit of Scope 3. The Issuer’s Scope 3 emissions sources for the purposes of the Sustainability Report for 2023 included: commuting of both contractors and employees to the Issuer’s Project sites (KSM, Iskut, Snowstorm, 3 Aces and Courageous Lake), contracted waste management services, business travel inclusive of accommodation, and some transport and performance of the analysis of exploration laboratory samples. In 2024, emissions associated with working from home employees were allocated to Scope 3 (previously allocated to Scope 2) in alignment with the recommendations of the Greenhouse Gas Protocol.

Social Responsibility

The Issuer’s projects in Canada are located within or near the traditional territories of Indigenous groups (or First Nations). The Issuer’s approach to project planning emphasizes early, frequent, and transparent communication and providing timely responses to requests and queries. Through engagement and dialogue, the Issuer develops plans that consider and incorporate Indigenous feedback to address their needs and reasonable concerns. The Issuer maintains a focus on promoting employment and contracting opportunities for members of Indigenous groups. At the KSM Project, out of the aggregate spending on early construction works from 2021 to 2025 of $576.9 million, the Issuer spent $364.6 million, or 63% with businesses owned by, or in a business relationship with, Indigenous governments or members of Indigenous groups from the area around the Project. Its efforts include direct community outreach, participation in career fairs, providing bursaries and educational programs for building knowledge and career development, working with local Indigenous businesses and their partners, implementing commitments in Impact and Benefit Agreements with the Nisga’a Nation and the Tahltan Nation, and encouraging contractors to do the same.

The Issuer’s commitment to local employment and procurement is not just in relation to its KSM Project. In 2025, across all its significant locations of operation:

The Issuer has approximately 50 full-time, permanent employees. The Issuer’s efforts to support diversity and create a respectful work environment has also resulted in the women constituting 30% of its executive team and 51% of its workforce.

Governance

The Board is responsible for oversight and management of risks, including environmental (climate-change and nature-related) risks. In 2021, the Board established a Sustainability Committee and broadened the scopes of other Board Committees’ responsibilities to include relevant ESG and DEI matters. The Board and its Sustainability Committee are responsible for the Issuer’s environmental (climate-change and nature-related) risk management and strategy.

All members of the Sustainability Committee are directors. The Committee is currently led by the designated Chief Sustainability Officer, who oversees the performance of climate change commitments within the Issuer. Climate change is a standing agenda item for Sustainability Committee meetings, whereby concerns, data, targets, and strategy are discussed and reviewed. This is supplemented by work undertaken by the senior executive team. The outcomes of the Sustainability Committee’s work is reported to the Board of Directors at each meeting and an in-depth strategic review at the Board level occurs on an annual basis. In 2025, the Sustainability Committee’s governance process was reviewed and updated, and approved by the Sustainability Committee and the full Board.

The Issuer is committed to embedding ESG and climate-related risk into the performance evaluation and renumeration process. Each year, the Issuer establishes a set of objectives to be accomplished for the year. In 2025, 6 of the Issuer’s 16 objectives related to ESG and they had a collective weighting for incentive compensation of the Issuer’s officers of 15% and all of them were achieved. For 2025, these six objectives were:

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

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

KSM Project

Overview

Location

The KSM Project is located within the coastal mountains of northwest British Columbia, with the deposits located approximately 21 kilometers south-southeast of the former Eskay Creek Mine and approximately 65 kilometers by air north-northwest of Stewart, British Columbia. (See Figure 1.) The provincial government has recognized the significance of historical mining activity in this area, which includes the past producing Eskay Creek, Snip, Granduc, and Premier mines. Currently, the Red Chris Mine and the Brucejack Mine are producing mining operations.

Access to the property is by helicopter from multiple locations, including from the KSM Project’s Camp 11 located just east of the Stewart Cassiar Highway and about 20 km south of the Bell 2 Crossing and Bell 2 Lodge. Mobilization of equipment and personnel into the mine side of the Project is also staged from laydown areas near the end of the private Eskay Creek Mine Road (about 25 km from the KSM Project) and other laydown areas well down the Iskut Valley Road.

Figure 1 - KSM Project Location Map

The proposed pit areas lie within the headwaters of the Mitchell and Sulphurets Creeks, which are tributaries of the Unuk River, and flow into the Pacific Ocean through Alaska. The proposed process plant and tailings management facility (“TMF”) will be located within the tributaries of Teigen and Treaty Creeks. Teigen and Treaty Creeks are tributaries of the Bell-Irving River, which is itself a major tributary of the Nass River. The Nass River flows to the Pacific Ocean entirely within Canada.

The Deposits

At the time the Issuer acquired the KSM Project in 2001, the project consisted of two distinct zones (Kerr and Sulphurets) which had been modeled separately by Placer Dome (CLA) Limited (“Placer Dome”). Subsequent drilling and engineering work by the Issuer has defined two new very large zones, the Mitchell Zone and the Iron Cap Zone, as well as dramatically expanded the mineralized zone beneath the Kerr zone.

From 2008 to 2012 Seabridge focused on further exploration and delineation of the four known deposits at the KSM Project. In 2012 Seabridge focused its exploration at the KSM Project on a search for higher temperature core zones that typically concentrate high-grade metals within very large porphyry systems such as KSM. Exploration since 2011 has resulted in the discovery of two core zones, Deep Kerr (a down dip continuation of Kerr deposit mineralization) and Iron Cap Lower Zone (a down dip continuation of Iron Cap deposit mineralization), an extension of the Mitchell zone and other promising core targets.

In 2020 the Issuer acquired the East Mitchell Property (formerly known as the Snowfield Property), a single mineral claim covering 1,267 Ha adjacent to the Mitchell deposit, from Pretium Resources Inc. for US$100 million, a 1.5% net smelter returns (“NSR”) royalty on East Mitchell Property production and a future contingent payment of US$20 million of which US$15 million can be credited against future royalty payments. The East Mitchell Property hosts a large gold/copper mineral resource and was acquired with a view to incorporating the resource into the Issuer’s KSM Project.

Regulatory Approvals

In July 2014, the Issuer’s provincial Environmental Assessment (“EA”) Application for the KSM Project under the British Columbia Environmental Assessment Act was approved. The Canadian Environmental Assessment Agency (CEAA) issued its Comprehensive Study Report in July 2014, as required by the Canadian Environmental Assessment Act, which concluded that the KSM Project would not have significant impacts to the environment. The EA Application and Environmental Impact Statement (“EIS”) review process involved U.S. Federal and Alaskan regulators throughout and the CEAA Study Report also concluded that the KSM Project would not have significant impacts to the environment situated downstream of the Alaska border. In December 2014 the Federal Minister of the Environment issued a positive project decision which endorsed the conclusions of the Comprehensive Study Report. Subsequently, the same Minister approved the Project in accordance with the requirements of the Nisga’a Final Agreement.

The provincial EA approval for the KSM Project was for an initial term of five years; it was extended for a further five-year term to July 29, 2024 and then for another two years in November, 2021 to July 29, 2026. If the BC Environmental Assessment Office declares a project to be “substantially started” then the project’s EAC is no longer subject to expiry. The federal EIS approval is for an indefinite term (as long as the Provincial EAC remains in effect). The Issuer believes that the EA Application and EIS materials and subsequent extension approvals demonstrate that the KSM Project, as designed, is and continues to be an environmentally responsible and generally a socially accepted project. The EAC approves the mine development plan set forth within the 2016 PFS Plan (defined below). Specific provincial environmental assessment amendments will be required to proceed with the mine development plan set forth in the 2022 KSM PFS and PEA Report (defined below).

In September 2014, the Issuer received early-stage construction permits for its KSM Project from the Province of British Columbia. The permits issued include: (1) authority to construct and use roadways along Coulter Creek and Treaty Creek; (2) the LoO; (3) permits for constructing and operating numerous camps required to support construction activities; and (4) permits authorizing early-stage construction activities at the mine site and tailings management facility. The LoO was originally granted for a period of 10 years, but was renewed in September, 2024 for a further period of 20 years.

The KSM Project received a license under the International Rivers Improvement Act (Canada) on October 21, 2016, authorizing the construction, operation and maintenance of the Water Storage Facility (WSF) and ancillary water works for the KSM Project within the Unuk River watershed in northwestern British Columbia.

In June 2017, the Issuer also announced it had been given a regulatory amendment to Schedule 2 of the Metal Mining Effluent Regulations under the Fisheries Act (Canada) which authorizes the use of North Treaty Creek for the discharge from the KSM Project’s tailings management facility, subject to strict bonding and fishery habitat offsets.

In addition, the Issuer received the authorization required under the Canada Navigable Waters Act for building the Bell-Irving River Bridge in November 2021 and from the Department of Fisheries and Oceans Canada for constructing the Taft, Glacier and Treaty fish habitat compensation ponds. This authorization expires in December, 2032.

In mid-January 2024, the Issuer applied to the BC Environmental Assessment Office to have the KSM Project declared to have been “substantially started”. In July 2024, KSMCo received a positive SSD from the BC Government. This designation makes the KSM Project’s EAC no longer subject to expiry. As discussed in the section of this AIF entitled “Legal Proceedings and Regulatory Actions”, two Petitions have been filed seeking to quash the SSD.

Land Status

The KSM Project comprises four discrete tenure blocks (see Figure 2, next page) and a group of placer claims. Tenure blocks of the KSM Project include mineral leases and both cell and legacy claims, all of which are owned by KSMCo. The tenure blocks are referred to as:

The four claim blocks include 88 mineral claims (cell and legacy) and 2 mining leases with a combined area of 40,516 ha. The mineral resources are positioned within the KSM tenures and include the original claims purchased from Placer Dome, the BJ claims and the East Mitchell Property. The East Mitchell Property, which is included in the KSM tenures, lies immediately to the east of KSM mining leases. These tenures are shown in Figure 2 for clarity.

The Seabee and Tina claim blocks are located about 19 km northeast of the Kerr-Sulphurets-Mitchell-Iron Cap mineralized zones. These claim blocks are proposed for infrastructure siting. The Treaty Creek Switching Station claims, adjacent to the Northwest Transmission Line (“NTL”) and to the east of the Seabee claims, are being used for power infrastructure siting, specifically the Treaty Creek Terminal switching station (or TCT).

Figure 2 - KSM Project Claim Map

Placer claims only cover areas on part of the westernmost KSM tenures covering an area of 1,375 hectares. The Issuer’s placer claims lie along Sulphurets Creek and Mitchell Creek in areas where certain of the KSM Project’s proposed infrastructure will be located.

These claims are 100% owned by the Issuer through its wholly-owned subsidiary, KSMCo, subject to the various royalties described below.

Newmont Corporation retains a 1% net smelter returns (“NSR”) royalty on the original claims acquired by the Issuer from Placer Dome in 2001 that is capped at $4.5 million.

Under the Benefits Agreement (as defined herein) with the Nisga’a Nation and the Co-operation and Benefits Agreement (the “CBA”) with the Tahltan Nation, the Issuer has agreed to pay each Nation annual payments. The combined annual payments to these Nations are payable in two forms; payments that are a percentage of the tax payable (the “Mineral Tax”) under the Mineral Tax Act (British Columbia) (the “Mineral Tax Act”), which is a tax on net operating profit of the KSM Project, and payments that are based on net smelter returns of the KSM Project. The combined payments payable to both Nations are as follows:

For the purposes of the description above, a “Capital Recovery Year” is a year in which the Issuer is able to apply sufficient amounts in the KSM Capital Account (as determined under the Mineral Tax Act) to fully offset operating profit, and a “Post-Capital Recovery Year” is a year in which the Issuer is unable to apply sufficient amounts in the KSM Capital Account (as determined under the Mineral Tax Act) to fully offset operating profit. The Nisga’a Nation has provided an irrevocable direction to the Issuer under which it directs the Issuer to pay the annual payments due to the Nisga’a Nation to Nass Valley Area Royalty Holdings Corp., which is a subsidiary of Nations Royalty Corp.

The Issuer has granted two options to a subsidiary of Royal Gold, Inc. under which such subsidiary can acquire a 1.25% NSR Royalty and a 0.75% NSR Royalty on gold and silver produced from the KSM Property for $100 million and $60 million, respectively, subject to certain conditions.

In 2022, KSMCo sold to Sprott Private Resource Streaming and Royalty (B) Corp. the US$225 million 2022 Note under which Sprott has agreed it will use all of the principal amount repaid on maturity of the 2022 Note to purchase a 60% gross silver royalty on the KSM Project (or, in certain circumstances, a 75% gross silver royalty on the KSM Project), subject to certain rights of Sprott to redeem the 2022 Note and be repaid the principal, and in some circumstances a premium, instead of purchasing the royalty. (For the terms of the 2022 Note and the silver royalty see “General Description of Capital Structure - Secured Notes - The 2022 Note”.)

In 2023, KSMCo sold to Sprott Private Resource Streaming and Royalty (B) Corp. the US$150 million 2023 Note under which Sprott has agreed it will use all of the principal amount repaid on maturity of such 2023 Note to purchase a 1% NSR royalty on the KSM Project (or, in certain circumstances, a 1.2%, a 1.25% or a 1.5% NSR royalty on the KSM Project), subject to certain rights of Sprott to redeem the 2023 Note and be repaid the principal, and in some circumstances a premium, instead of purchasing the NSR royalty. (For the terms of the 2023 Note and the NSR royalty see “General Description of Capital Structure - Secured Notes - The 2023 Note”.)

Pretium Exploration Inc. (a subsidiary of Newmont Corporation) holds a 1.5% net smelter returns royalty on the East Mitchell Property.

Two of the pre-converted claims (Xray 2 and Xray 6), the areas of which have now been converted into part of mining lease 1031440, and one pre-converted claim (Xray 8), the area of which is within mineral claim 509216 (the East Mitchell property), are also subject to an effective 1% NSR royalty capped at US$650,000. The Treaty Creek Switching Station Claims and certain fractional claims within the Seabee claims are subject to royalties, however none of the mineral resources at the KSM Project are located on the claims subject to these royalties and they are intended for infrastructure siting.

In addition, a sale of a 50% or greater interest in the original claims that were purchased in 2001 is subject to a right of first refusal held by Glencore Canada Corporation.

The KSM Project is located on Crown land (land owned by the Province of British Columbia); therefore, all surface and access rights are granted under, and subject to, the Land Act (British Columbia) and the Mineral Tenure Act (British Columbia). Approximately 12.5 km of the proposed 23 km MTT pass through Crown Land subject to mineral claims held by Tudor and Teuton Resources Corp. (the “Treaty Creek Claims”). The Issuer has been granted the LoO, a form of land use right that grants it rights to occupy the area through which the proposed MTT will pass. The Treaty Creek Claims are also subject to a conditional mineral reserve (the “KSM MTT Reserve”) that prohibits the holders of the Treaty Creek Claims from obstructing, endangering or interfering with the construction, operation or maintenance of the MTT. The effect of the KSM MTT Reserve is to place limitations on the rights attached to ownership of the Treaty Creek Claims. In the Issuer’s opinion, the rights of the holders of the Treaty Creek Claims are sufficiently addressed by the Issuer’s obligations, under the management plan associated with the LoO, to segregate and deliver to such holder all earth and rock material removed from the Treaty Creek Claims during construction of the MTT. As discussed in the section of this AIF entitled, “Legal Proceedings and Regulatory Actions”, Tudor currently has two separate, concurrent legal proceedings challenging the grant of, the application of, and demanding compensation for, the LOO and the KSM MTT Reserve and their impact on the Treaty Creek Claims.

The five gold-copper deposits, and the proposed waste rock storage areas, lie within the Unuk River drainage in the area covered by the Cassiar-Iskut-Stikine Land and Resource Management Plan approved by the British Columbia Government in 2000. A part of the proposed ore transport tunnel lies within the boundaries of the Nass South Sustainable Resource Management Plan that was completed in 2012. The proposed sites for the tailings management and plant facilities lie outside of the boundaries of any provincial land-use planning process.

Relationships with Indigenous Groups in KSM Region

The KSM Project site is located in a region historically used by several indigenous groups. Part of the KSM Project, including the proposed plant and TMF but excluding the mineral deposits and their immediately-related infrastructure, lies within the boundaries of the Nass Area, as defined in the Nisga’a Final Agreement. In this area, consultation, led by the federal and provincial governments, is required with the Nisga’a Lisims Government under the terms of the Nisga’a Final Agreement. Similarly, the Tahltan Nation has asserted rights and title over the area of the proposed plant and TMF but excluding the mineral deposits. Tsetsaut Skii km Lax Ha (“TSKLH”), an indigenous group asserting independent nation status as descendants of Tsetsaut people but which the Province of BC considers to have become part of the Gitxsan Nation (as opposed to being an independent nation on its own), assert aboriginal rights and title over the entire KSM Project footprint. Additionally, the Gitxsan Nation and the Gitanyow Huwilp (the collective houses of the Gitanyow Nation) may have some interests within the broader region potentially affected by the KSM Project, in particular downstream of the plant site and TMF. Accordingly, the Issuer has been directed to engage with the Tahltan Nation, the TSKLH, the Gitxsan Nation and the Gitanyow Nation on the basis of potential effects of the plant site and TMF and related downstream effects.

On June 16, 2014, the Issuer entered into a comprehensive Benefits Agreement with the Nisga’a Nation in respect of the KSM Project (the “Benefits Agreement”). The Benefits Agreement establishes a long-term co-operative relationship between Seabridge and the Nisga’a Nation under which the Nisga’a Nation will support development of the KSM Project, participate in economic benefits from the KSM Project and provide ongoing advice. Highlights of the Benefits Agreement include:

The Benefits Agreement with the Nisga’a Nation will remain in effect throughout the life of the KSM Project and will apply to future partners in the KSM Project. This Benefits Agreement was signed on behalf of the Nisga’a Nation by the Nisga’a Lisims Government Executive.

In June 2014, the Issuer entered into an agreement with the Gitanyow Huwilp in respect of the KSM Project. Under the agreement, Seabridge agreed to provide funding for certain programs relating to wildlife, fish and water quality monitoring to address some of the concerns raised by the Gitanyow Huwilp, as well as for a committee to establish a means of maintaining communications about KSM Project related issues. This Agreement was signed by seven of the eight wilps of the Gitanyow Nation and by the Gitanyow Hereditary Chiefs Office.

Since September 2013, in connection with various permit applications, the Gitxsan Hereditary Chiefs Office have provided letters to British Columbia and federal regulators expressing support for the KSM Project.

The Issuer has engaged directly with the TSKLH with respect to the KSM Project and has made good faith efforts to establish a good relationship with the TSKLH. However, there is an ongoing disagreement between the government and the TSKLH regarding the extent to which the rights of their Tsetsaut ancestors are held by the people who identify themselves as the TSKLH, the extent of TSKLH historic territory and the strength of TSKLH claims and the claims of the Nisga’a Nation, Tahltan Nation, Gitxsan Nation and Gitanyow Nation to aboriginal rights and title within the territory claimed by the TSKLH. This has created a difficult environment in which to build a good relationship and progress on establishing a co-operative relationship with TSKLH has been challenging.

In July 2019, the Issuer entered into the CBA with the Tahltan Central Government, the Iskut band and the Tahltan Band in respect of the KSM Project. The CBA establishes a comprehensive framework for the parties to work together on the KSM Project, including detailed provisions on environmental management of the land, robust participation by the Tahltan Nation in the economic opportunities offered by the KSM Project and financial payments related to the performance of the KSM Project. It includes commitments to fund education of Tahltan members, commitments to work to achieve employment targets, processes for awarding contracts on a preferred basis to Tahltan businesses and a procedure for resolving disputes, including disputes on permitting issues. The CBA was approved in a vote of the Tahltan members by a majority 77.8%.

The Benefits Agreement with the Nisga’a Nation and the CBA with the Tahltan Nation will apply to future partners in the KSM Project.

The Issuer holds an annual environmental workshop with indigenous groups and regulators to review results of the previous year’s environmental and construction plans and to communicate planned work programs for the upcoming year. The Issuer holds monthly update meetings with representatives of each of the Nisga’a Nation, the Tahltan Nation and the TSKLH and meets with the Gitxsan Nation and the Gitanyow Nation on an as needed basis. The Issuer also observes a process of review of each permit application with indigenous groups, with an initial phase of review taking place before submission of the application to the regulatory authority and a second phase with the relevant regulator and indigenous groups after permit submission.

Recent developments, both politically and legally, at the federal level in Canada and in British Columbia, have advanced the recognition and substance of the rights of indigenous groups in British Columbia. The Supreme Court of Canada decision of June 26, 2014 in Tsilhqot’in Nation v. British Columbia declared aboriginal title for the first time in a certain area in Canada and outlined the rights associated with aboriginal title. In the Tsilhqot’in decision the court terminated privately owned logging licenses on land found to be title land. In 2019 the British Columbia government passed the Declaration of the Rights of Indigenous Peoples Act and in 2021 the government of Canada passed the United Nations Declaration of the Rights of Indigenous Peoples Act and in those Acts the respective governments affirmed the application of the United Nations Declaration on the Rights of Indigenous Peoples (“UNDRIP”) to their respective laws and committed to ensure that their laws would be consistent with UNDRIP. The British Columbia government has been advancing with expanded participation by indigenous groups in decisions on lands historically used by them and been entering into agreements with indigenous groups recognizing aboriginal title over large areas of land historically used by them, including privately owned land. On March 7, 2024 the BC government announced four Cabinet orders under the Environment and Land Use Act prohibiting placer and mineral claim staking on Banks Island and part of Vancouver Island, as well as restricting related mineral exploration activities. The BC Government indicated in a corresponding news release that it may amend the orders if affected parties could reach agreement with local indigenous groups. This is the first time any government has used this power to suspend previously issued permits, impose blanket restrictions on a resource development activity and stated it is open to relaxing the rules if affected parties can reach agreement with indigenous groups. While these orders apply only to the areas specified, in future the BC government may use its powers under the Environment and Land Use Act to suspend previously issued permits or any permit in the natural resource sector using this legislation to stop activities pending such agreements. These developments reflect that the governments and the courts are willing further reconciliation with Indigenous groups with the effect of limiting the scope, exercise or even the existence of privately held rights considered to be inconsistent with Indigenous rights.

The eastern side of the KSM Project is an area over which the federal and provincial governments consult with three indigenous groups, although the area in the vicinity has been used historically by the ancestors of the five groups named above at various times and to various extents. Accordingly, a clear understanding of how historic aboriginal rights and title should be recognized in the area is difficult to achieve. This also reduces the likelihood of a court recognizing aboriginal title in one specific group on the basis of the tests in the Tsilhqot’in Nation v. BC decision. The western side of the KSM Project is subject to a title claim by the TSLKH, although the Issuer is unaware of any compelling evidence of use of the area to support this claim. To date, the BC government has left intact regulatory decisions it has already made in respect of the KSM Project. Nonetheless, the Issuer requires more permits and renewals of certain authorizations and expects that the Indigenous groups with rights impacted by the KSM Project will have even more influence on decision-making in respect of these permits and renewals in the future. The Issuer has been advancing the KSM Project with the objective of respecting the historic relationships of each of these groups with the land and finding ways to have them participate in economic opportunities arising from the KSM Project, as appropriate.

Historic KSM Technical Studies

In June 2012, a Preliminary Feasibility Study for the KSM Project (the “2012 KSM PFS Report”) was completed. The mine development plan in the 2012 KSM PFS Report was the one approved in the EA Application and EIS review processes, with certain enhancements to the KSM Project infrastructure to improve environmental protection and various mitigation measures. After the date of the 2012 KSM PFS Report, Seabridge continued exploration activities at the KSM Project, which led to the discovery of the large higher-grade zones below the Kerr and Iron Cap deposits. In early 2016, the Issuer decided to update the 2012 KSM PFS Report to present the same development plan as in the 2012 KSM PFS Report at a pre-feasibility level using more current market values in the financial analysis but, in addition, incorporating into that development plan the infrastructure enhancements committed to in the EA Application and EIS processes and to incorporate other design improvements identified by the Issuer. Accordingly, the prefeasibility study level development plan (the “2016 PFS Plan”) did not include material from higher-grade discoveries at Kerr and Iron Cap after the 2012 KSM PFS. Given the positive impact the new higher grade material was expected to have on the KSM Project economics, the Issuer also decided to complete a study that would present an analysis of the integration of this additional material into the proposed KSM Project design as an alternative development plan (the “2016 PEA Plan”) at a preliminary economic assessment level and include the results in the new prefeasibility report. The report, which presents both the 2016 PFS Plan and the 2016 PEA Plan, (the “2016 KSM PFS/PEA Report”) was completed in November 2016, and has an effective date of October 6, 2016.

Subsequent to completing the 2016 KSM PFS/PEA Report, the Issuer completed additional drilling at its Kerr and Sulphurets deposits with great success. In November 2020, the Issuer announced the completion of a new technical report that presented a new resource estimate for the KSM Project which incorporated all drilling on the KSM Project to December 31, 2019.

The Current KSM PFS and PEA

The East Mitchell Property hosts a large gold/copper mineral resource and was acquired in December 2020, with a view to incorporating it into the Issuer’s KSM Project. After the acquisition of the East Mitchell Property, the Issuer completed a new PFS that evaluates the KSM Project using only open pit mining of the Mitchell, East Mitchell and Sulphurets deposits (the “2022 PFS”). The new report, entitled “KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study and Preliminary Economic Assessment, NI 43-101 Technical Report” has an effective date of August 8, 2022 (the “2022 KSM PFS and PEA Report”) and is available among Seabridge’s documents at www.sedarplus.ca and www.sec.gov/edgar. The 2022 KSM PFS and PEA Report also includes a Preliminary Economic Assessment (the “2022 PEA”) with a stand-alone mine plan that evaluates a potential future expansion of the KSM mine development set forth in the 2022 PFS to the Iron Cap and Kerr deposits after the 2022 PFS mine plan has been completed. None of the Mineral Resources incorporated into the 2022 PEA mine plan have been used in the 2022 PFS mine plan.

The 2022 KSM PFS and PEA Report incorporates the work of a number of industry-leading consulting firms. The principal consultants who contributed to the 2022 KSM PFS and PEA Report, and their Qualified Persons (as defined in NI 43-101) who prepared the 2022 KSM PFS and PEA Report are listed below along with their areas of responsibility:

The 2022 KSM PFS and PEA Report supersedes the previous reports and the following (to, but not including, “Updated Kerr and Iron Cap Resource Estimates”) summarizes the information set forth in the 2022 KSM PFS and PEA Report.

Accessibility, Climate, Local Resources, Physiography and Infrastructure

The Property lies within the rugged coastal mountains of northwestern BC, with elevations ranging from 520 m in Sulphurets Creek Valley, to over 2,300 m at the highest peaks. The climate is generally that of a temperate or northern coastal rainforest, with sub-arctic conditions at high elevations. The length of the snow-free season varies from about May through November at lower elevations, and from July through September at higher elevations.

Construction has commenced on the KSM Project’s 30 km long TCAR that will connect the KSM Process Tailings Management Area (“PTMA”) to Highway 37, and the initial segment of the 33 km long Coulter Creek access road (“CCAR”) that will connect the mine area to Highway 37 via the 59 km long Eskay Creek mine resource road.

The KSM Project will connect to BC Hydro’s existing Northwest Transmission Line at BC Hydro’s Treaty Creek Terminal Substation (“TCT”). This TCT, located adjacent to the NTL and Highway 37, 18 km south of Bell 2 Lodge. KSMCo has completed its design for a 30 km long 287 kV transmission line to interconnect the TCT and the KSM Project plant site.

There are multiple deep-water loading facilities for shipping bulk mineral concentrates located in the ice-free Port of Stewart, BC. Those port facilities are currently used by the Red Chris Mine. The nearest railway is the Canadian National Railroad (CNR) Yellowhead route, which is located approximately 220 km southeast of the KSM Project. This line runs east-west, and can deliver concentrate to deep water ports near Prince Rupert and Vancouver, BC.

Exploration History

There is evidence that prospectors were active in the area prior to 1935. The modern exploration history of the area began in the 1960’s, with brief programs conducted by Newmont Exploration of Canada Ltd., Granduc Mines Ltd., Phelps Dodge Corp., and the Meridian Syndicate. All of these programs were focused towards gold exploration. The Sulphurets Zone was first drilled by Granduc Mines in 1968; Kerr was first drilled by Brinco Ltd. in 1985; Mitchell Creek by Newhawk Gold Mines Ltd. in 1991; and Iron Cap by Esso Minerals in 1980. These companies and others undertook exploration during the 1980s and 1990s, with Placer Dome producing an initial resource estimate at Kerr in the mid-1990s.

There is no recorded mineral production, nor evidence of it, from the KSM Project. Immediately west of the KSM Project, small-scale placer gold mining has occurred in Sulphurets and Mitchell Creeks.

During 2003-2005, under its option to earn up to a 65% interest in the KSM Project from Seabridge, Falconbridge Ltd. (“Falconbridge”) conducted geophysics, surface mapping, surface sampling and completed approximately 4,100 m of drilling at the KSM Project.

Drilling

Since 2006, Seabridge has been conducting exploration and advancement activities at the KSM Project, including annual drilling campaigns. A total of 968 core holes for a total of 377,348 m were used in determining the mineral resource estimate for the KSM Project, including holes from previous operators. The majority of KSM Project drilling information to the end of 2021 was collected by Seabridge (67%). The remaining 33% of the drilling data were collected by Pretium and Silver Standard (24%), Placer Dome (5%) and Falconbridge/Noranda (about 1%), with the balance collected by five other companies (3%).

Figure 3 is a drill hole location map for the entire KSM Project district, showing all of the drilling data that were available to estimate Mineral Resources that are the subject of the 2022 KSM PFS (drilling through 2021). The drill holes are colour coded (blue represents non- Seabridge and red represents Seabridge drilling).

Drilling at the Kerr deposit has identified a mineralized area measuring roughly 2,400 m north-south by 800 m east-west, and about 2,200 m vertically. The drill hole spacing in the upper open pit resource area is approximately 50 m to 75 m. Drill hole spacing through the block cave resource, which has been classified as nearly all Inferred material, ranges between 100 m to 200 m.

Drilling at the Sulphurets deposit has identified a mineralized area measuring roughly 2,200 m northeast-southwest by 550 m northwest-southeast, and about 330 m vertically. The drill hole spacing in the open pit resource area ranges between 50 m to 75 m.

Drilling at the Mitchell deposit has identified a mineralized area measuring roughly 1,600 m east-west by 1,500 m down-dip, and 850 m thick. The drill hole spacing in the upper open pit resource area is approximately 75 m to 100 m. Drill hole spacing through the block cave resource, which has been classified predominantly as Inferred material, ranges between 100 m to 200 m.

Figure 3 - KSM Drill Hole Locations

Drilling at the Iron Cap deposit has identified a mineralized area measuring roughly 1,500 m northeast-southwest, by 1,500 m northwest-southeast, and about 850 m thick. The drill hole spacing in the upper block cave resource shapes ranges from 70 m to 75 m. Drill hole spacing through the lower block cave resource, which has been classified predominantly as Inferred material, ranges from 100 m to 200 m.

Geological Setting and Mineralization

The KSM Project lies within “Stikinia”, a long-lived volcanic island-arc terrane that extends over much of the Canadian Cordillera. It was accreted onto the Paleozoic basement of the North American continental margin in the Middle Jurassic. Early Jurassic sub-volcanic intrusive complexes in the Stikinia terrane host several large Cu-Au porphyry deposits including the KSM Project deposits.

The Kerr deposit is centered on a north-south trending, steep westerly dipping tabular intrusive complex with a strike extent of 2,400 m, a width of 800 m, and vertical extent of 2,200 m. Mineralization extends several tens of meters into the host sedimentary rocks. The Sulphurets deposit is composed of stacked thrust fault panels of Triassic and Jurassic volcano-sedimentary strata intruded by a number of dykes and stocks. It forms a lens dipping 30 degrees northwest extending 2,200 m horizontally, 550 m down dip, with a thickness of up to 330 m. The Mitchell Zone is underlain by intrusive, volcanic, and clastic rocks that are exposed in an erosional window below the shallow dipping Mitchell Thrust Fault (“MTF”). Mineralization is genetically and spatially related to the Early Jurassic Mitchell intrusive complex of diorite, monzodiorite, and granodiorite stocks and dykes. Mineralization also permeates into surrounding sedimentary and volcanic rocks, and in total extends 1,000 m east-west and 850 m north-south, with a vertical extent of 1,100 m. The Mitchell complex comprises three successive intrusive phases accompanied by the development of different hydrothermal assemblages, veining and mineralization. The East Mitchell deposit is the upper portion of the Mitchell deposit, displaced some 1.5 km to the southeast by the MTF during Cretaceous age compressive deformation that produced the regional Skeena Fold and Thrust belt. The Iron Cap deposit is also structurally above the MTF. It is a tabular body striking north-south and dipping 60 degrees to the west, extends 1,500 m along strike, 1,500 m down dip, and is 800 m in thickness.

The KSM Project deposits feature many characteristics typical of gold-enriched, diorite hosted calc-alkaline porphyry copper deposits, with gold, molybdenum, and silver at low concentrations, occurring as fine disseminations in quartz veinlet stockworks with accompanying pyrite, pervasively dispersed over hundreds of metres. All of the deposits are at least partially exposed at the surface, are largely unoxidized, and have had significant portions eroded away by glacial processes.

Sampling, Analysis and Data Verification

Seabridge has employed relatively consistent sampling methods over the years with minor modifications over the past five years regarding some assaying protocols. Initially, Seabridge used Eco Tech as their primary assay laboratory from 2006 to 2011. When Eco Tech was bought out by ALS Chemex, Seabridge continued to retain ALS Chemex as its primary assay laboratory since that time to the present. Over the years, Seabridge’s quality control protocols have included the submission of certified standard reference materials (“SRMs” or “standards”) blanks, and duplicate field samples. Typically, 5% to 10% of the assay pulps from the primary laboratory were submitted to a secondary accredited assay laboratory for check assay comparison purposes. More detail regarding these procedures is outlined in the 2022 KSM PFS and PEA Report.

Sample security, sample preparation, analytical procedures, and QA/QC protocols/results associated with Seabridge's 2006 to 2021 KSM Project drilling campaigns were considered adequate and consistent with standard industry practices and the assays are considered suitable to be used to estimate Mineral Resources.

Mineral Processing and Metallurgical Testing

Several wide-ranging metallurgical test programs have been carried out since 2007 to assess the metallurgical responses of the mineral samples from the KSM Project deposits, especially the samples from the Mitchell deposit.

The primary economic metals at the KSM Project are gold and copper. The primary copper bearing mineral is chalcopyrite. Gold and silver are associated primarily with chalcopyrite and pyrite. There is variability in the pyrite to chalcopyrite ratio between the deposits.

The test results indicate that the mineral samples from the KSM Project deposits are amenable to the proposed flowsheet including:

Primary crushing is by gyratory crushers at the Mitchell ore processing complex (the “Mitchell OPC”). Coarse ore from the primary crushers is transported by train through the MTT to the processing facility in the PTMA. The MTT will also be used for electrical power transmission and the transport of personnel and supplies for mine area operations.

Coarse ore from the train is conveyed to two coarse ore stockpiles, followed by secondary cone crushing and tertiary crushing by high-pressure grinding roll (“HPGR”). Fine ore from the HPGR is fed to ball mills followed by copper-gold-silver-molybdenum bulk rougher flotation and pyrite flotation of copper rougher tailings. Bulk flotation concentrates are reground prior to cleaning flotation that produces bulk copper-gold-silver flotation concentrate and molybdenum concentrate products and a gold-silver bearing pyritic product for cyanide leaching. Final products include a copper-gold-silver concentrate, gold-silver doré, and a molybdenum concentrate.

Mineral Resources

The 2022 KSM PFS and PEA Report includes updated mineral resource estimates for the KSM Project. The four mineralized zones, Kerr, Sulphurets, Mitchell and East Mitchell, and Iron Cap, were modeled separately. As more understanding was gained after each annual drilling campaign, individual block models were created for each area. Grade interpolation parameters have also evolved over time, reflecting changes required for modeling deeper mineralization intersected below the Kerr and Iron Cap deposits. A variety of basic descriptive statistics and spatial analyses were completed for each area upon the completion of annual drilling campaigns. These investigations include the generation of grade distribution tables, grade histograms, cumulative probability plots, grade box plots, grade contact plots, down-hole variograms, and directional variograms. In addition, new drill hole results were typically compared against the previous grade model to assess model performance.

The Mineral Resources for the various KSM Project mineralized zones are constrained within conceptual open pit and block cave mining shapes to support reasonable prospects for eventual economic extraction as outlined in the CIM Definition Standards for Mineral Resources and Mineral Reserves (CIM, 2014). The conceptual open pit and underground mining shapes were generated for each resource area based on calculated block model NSR values. The NSR values were generated for each deposit. Moose Mountain Technical Services generated conceptual pits for the Kerr, Sulphurets, Mitchell and East Mitchell deposits using MineSight® software and Lerchs-Grossmann algorithms. WSP Golder developed conceptual block cave footprints for Kerr and Iron Cap using the block NSR values and Geovia’s PCBC™ Footprint Finder software. The footprint polygons were extruded vertically based on guidance from WSP Golder.

The following gold, copper, silver, and molybdenum metal prices were used for determining block NSR values, US$1,300/oz, US $3.00/lb, US $20.00/oz, and US $9.70/lb, respectively. Open pit and underground mining costs of Cdn$1.80 to 2.20/tonne and Cdn$6.00 to Cdn$7.00/tonne were used to establish conceptual open pit and underground resource shapes, respectively, along with a processing and G&A cost of Cdn$9.00/tonne for Kerr, Sulphurets and Iron Cap, and Cdn$10.75 to Cdn$11.20/tonne for Mitchell and East Mitchell.

The conceptual block cave footprints for Kerr and Iron Cap were extruded vertically up from the draw point extraction elevations to create 3D solids that were used for resource tabulation. Conceptual caves were clipped against surface topography (Iron Cap) or conceptual resource pit (Kerr). Mineral Resources are determined, at Cdn$10.75 to Cdn$11.25 and Cdn$16 NSR cutoffs for open-pit constrained and underground mining constrained Mineral Resources, respectively.

The table below summarizes the estimated Measured, Indicated, and Inferred Mineral Resources for the Mitchell, East Mitchell and Sulphurets zones2. 

KSM Project Mineral Resources (Inclusive of Mineral Reserves)

Measured Resources

Indicated Resources

Measured plus Indicated Resources

Inferred Resources

Note: