Trading Symbols:
TSX: SEA
NYSE: SA
TORONTO, March 29, 2017 /PRNewswire/ - Seabridge Gold Inc.
(TSX:SEA)(NYSE:SA) (the "Company" or "Seabridge") announced today
that it has entered into an agreement with a syndicate of
underwriters co-led by Canaccord Genuity Corp. and Cantor
Fitzgerald Canada Corporation (the "Underwriters") whereby the
Underwriters have agreed to purchase, on a bought deal basis, one
million common shares of the Company (the "Common Shares"
comprising the "Common Share Offering"). Both Canaccord Genuity
Corp. and Cantor Fitzgerald Canada Corporation are acting as
joint-bookrunners for the Common Share Offering. All monetary
references are in Canadian dollars.
The Underwriters have agreed to purchase, on a bought deal
basis, one million Common Shares at a price of $14.30 per Common Share for gross proceeds of
$14,300,000. In addition, the Company
will grant the Underwriters an option to purchase from the Company
up to an additional 100,000 Common Shares at the same price as is
applicable to the Common Share Offering. The option is exercisable
at any time for a period of 30 days after and including the closing
date of the Common Share Offering.
The Company intends to use the net proceeds from the Common
Share Offering to continue to advance the Company's KSM and Iskut
Projects and for general corporate purposes.
The Company also announced today that the underwriters have
agreed to purchase, on a bought deal private placement basis, one
million flow-through common shares of the Company (the
"Flow-Through Shares" comprising the "Flow-Through Share Offering")
at a price of $20.00 per Flow-Through
Share for gross proceeds of $20,000,000. In addition, the Company will grant
the Underwriters an option to purchase from the Company up to an
additional 100,000 Flow-Through Shares at the same price as is
applicable to the Flow-Through Share Offering. The option is
exercisable up to one week prior to the closing date of the
Flow-Through Share Offering.
The gross proceeds from the Flow-Through Share Offering will be
used to fund the 2017 exploration program at the Company's KSM and
Iskut projects in Northwestern British Columbia, Canada.
The Common Share Offering as well as the Flow-Through Share
Offering are expected to close on or about April 27, 2017. Both the Common Share Offering
and Flow-Through Share Offering are subject to customary closing
conditions including, but not limited to, the listing of the Common
Shares and Flow-Through Shares on the TSX and the New York Stock
Exchange ("NYSE") and the receipt of all necessary approvals,
including the approval of the TSX and the NYSE.
The Common Shares will be offered in Canada pursuant to a short form prospectus,
and will be offered in the United
States under a registration statement on Form F-10
registering the Common Shares under the United States Securities
Act of 1933, as amended (the "U.S. Securities Act") pursuant to the
Multi-Jurisdictional Disclosure System (the "MJDS"). The Common
Shares and Flow-Through Shares may also be offered on a private
placement basis in certain jurisdictions outside of Canada and the
United States pursuant to applicable prospectus
exemptions.
A registration statement on Form F-10 relating to the Common
Share Offering has been filed with the United States Securities and
Exchange Commission ("SEC") but has not yet become effective. The
securities may not be sold nor may offers to buy be accepted in
the United States prior to the
time the registration statement becomes effective.
This press release does not and shall not constitute an offer to
sell or the solicitation of an offer to buy any Common Shares, nor
shall there be any sale of Common Shares in any province, state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such province, state or jurisdiction. The Common
Shares have not been approved or disapproved by any regulatory
authority, nor has any such authority passed upon by the accuracy
or adequacy of the prospectus or the registration statement.
This press release does not and shall not constitute an offer to
sell or a solicitation of an offer to buy the Flow-Through Shares
in the United States. The Flow-Through Shares have not been
and will not be registered under the Securities Act, or any state
securities laws and may not be offered or sold within the United States absent registration or
unless an exemption from registration is available.
The preliminary short form prospectus relating to the Common
Share Offering is available on SEDAR at www.sedar.com. The
registration statement on Form F-10, including the U.S. form of the
preliminary short form prospectus relating to the Common Share
Offering, is available on the SEC's website at www.sec.gov.
Alternatively, a written prospectus relating to the Common Share
Offering may be obtained upon request by contacting Canaccord
Genuity Corp. or Cantor Fitzgerald Canada Corporation under the
following addresses:
Canaccord Genuity Corp.
Attention: Syndication
Brookfield Place, 161 Bay Street
Suite 3100, P.O. Box 516
Toronto, ON M5J 2S1
Email: ecm@canaccordgenuity.com
Cantor Fitzgerald Canada Corporation
Attention: Equity Capital Markets
181 University Avenue, Suite 1500
Toronto, ON M5H 3M7
Email:mailto:ecmcanada@cantor.com
Seabridge Gold holds a 100% interest in several North American
gold resource projects. The Company's principal assets are the KSM
and Snip Gold properties located near Stewart, British Columbia, Canada and the
Courageous Lake gold project located in Canada's Northwest
Territories. For a breakdown of Seabridge's mineral reserves
and resources by project and category please visit the Company's
website at http://www.seabridgegold.net/resources.php.
Neither the Toronto Stock Exchange, New York Stock
Exchange, nor their Regulation Services Providers accepts
responsibility for the adequacy or accuracy of this
release.
Statements relating to the estimated or expected future
production and operating results and costs and financial condition
of Seabridge, planned exploration work at the Company's projects
and the expected results of such work are "forward-looking
information" within the meaning of Canadian securities legislation
and forward-looking statements within the meaning of the United
States Private Securities Litigation Reform Act of 1995
(collectively, "forward-looking statements"). Forward-looking
statements are statements that are not historical facts and are
generally, but not always, identified by words such as the
following: expects, plans, aims, anticipates, believes, intends,
estimates, projects, assumes, potential and similar expressions.
Forward-looking statements also include reference to events or
conditions that will, would, may, could or should occur, including
in relation to the use of proceeds from the Flow-Through Share
Offering and the Common Share Offering. These forward-looking
statements are necessarily based upon a number of estimates and
assumptions that, while considered reasonable at the time they are
made, are inherently subject to a variety of risks and
uncertainties which could cause actual events or results to differ
materially from those reflected in the forward-looking statements,
including, without limitation: uncertainties related to raising
sufficient financing to fund the planned work in a timely manner
and on acceptable terms; changes in planned work resulting from
logistical, technical or other factors; the possibility that
results of work will not fulfill projections/expectations and
realize the perceived potential of the Company's projects;
uncertainties involved in the interpretation of drilling results
and other tests and the estimation of gold reserves and resources;
risk of accidents, equipment breakdowns and labour disputes or
other unanticipated difficulties or interruptions; the possibility
of environmental issues at the Company's projects; the possibility
of cost overruns or unanticipated expenses in work programs; the
need to obtain permits and comply with environmental laws and
regulations and other government requirements; fluctuations in the
price of gold and other risks and uncertainties, including those
described in the Company's December 31,
2016 Annual Information Form filed with SEDAR in
Canada (available at
www.sedar.com) and the Company's Annual Report Form 40-F filed with
the SEC on EDGAR (available at www.sec.gov/edgar.shtml).
Readers are cautioned not to place undue reliance on
forward-looking statements. Except as required by law, the Company
expressly disclaims any intention or obligation to update or revise
any forward-looking statements whether as a result of new
information, future events or otherwise.
ON BEHALF OF THE BOARD
"Rudi Fronk"
Chairman and CEO
SOURCE Seabridge Gold Inc.
