SA Seabridge Gold Inc

The Statement on Schedule 13D filed April 1, 2009 filed by FCMI Financial Corporation, a corporation existing under the laws of the province of Ontario, Canada (“FCMI”), Pan Atlantic Bank and Trust Ltd., a Barbados company (“PABTL”), Ms. Nancy Friedberg, an individual, and Mr. Albert D. Friedberg, an individual, as amended by Amendment No. 1 thereto filed November 18, 2009 by FCMI, PABTL, Ms. Friedberg, Mr. Friedberg and by Friedberg Global-Macro Hedge Fund Ltd., a Cayman Island Company (“Global-Macro Fund”) and Friedberg Mercantile Group Ltd., a Canadian corporation (“FMG”) as additional parties to the Schedule 13D, by Amendment No. 2 thereto filed January 22, 2010 by FCMI, PABTL, Ms. Friedberg, Mr. Friedberg, Global-Macro Fund and FMG, by Amendment No. 3 thereto filed July 8, 2013 by FCMI, PABTL, Ms. Friedberg, Mr. Friedberg and The Buckingham Charitable Foundation (“Buckingham”), by Amendment No. 4 thereto filed December 10, 2013, by Amendment No. 5 thereto filed July 17, 2014, by Amendment No. 6 thereto filed August 19, 2014, by Amendment No. 7 thereto filed September 8, 2014, by Amendment No. 8 thereto filed November 12, 2014, by Amendment No. 9 thereto filed March 24, 2015, by Amendment No. 10 thereto filed April 8, 2015, by Amendment No. 11 thereto filed July 1, 2015, by Amendment No. 12 thereto filed November 2, 2015 by FCMI, PABTL, Ms. Friedberg, Mr. Friedberg, Buckingham and FCMI Parent Co. (“FCMI Parent”), by Amendment No. 13 thereto filed December 31, 2015, by Amendment No. 14 thereto filed January 26, 2016, and by Amendment No. 15 thereto filed March 3, 2016 (as so amended, the “Statement”), relating to the common stock, $0.001 par value (the “Common Shares”), of Seabridge Gold Inc., a Canadian corporation (the “Issuer”), is hereby amended with respect to the items set forth below in this Amendment No. 16. Capitalized terms used herein without definition have the same meanings as those ascribed to them in the Statement.

Item 3 of the Schedule 13D is hereby amended by the addition of the following information:

The aggregate purchase price for the 200,000 Common Shares acquired by FCMI Parent on May 16, 2016 (see Item 5 below) was CDN$3,278,000 (excluding commissions). Information regarding such purchases by FCMI Parent is set forth in Item 5. The aggregate purchase price for the 400,000 common shares purchased by FCMI Parent pursuant to the Purchase Agreement described in Item 6 was CDN$5,500,000. FCMI Parent obtained the funds used to acquire all such Common Shares the from its working capital, including funds received as intercompany loans and advances from its wholly-owned subsidiary, FCMI.

Item 4 of the Schedule 13D is hereby amended by the addition of the following information:

FCMI Parent acquired the 600,000 Common Shares reported in this Schedule 13D (Amendment No. 16), for investment purposes. PABTL entered into the 2017 Confirmation described in Item 6 of this Schedule 13D (Amendment No. 16) in connection with the extension of the maturity of the cash settlement date of the total return swap transaction covering 4,600,000 Common Shares between PABTL and National Bank of Canada originally entered into on July 16, 2014. See Item 6.

Item 5 of the Schedule 13D is hereby amended by the addition of the following information:

Subsequent to the filing of Amendment No. 15 to the Statement, on May 19, 2016, FCMI Parent purchased a total of 200,000 Common Shares in private purchases at a purchase price of CDN$16.39 per share.

In addition to such purchases, on April 27, 2017, pursuant to a Share Purchase Agreement (the “Purchase Agreement”) between FCMI Parent and Canaccord Genuity Corp., FCMI Parent purchased 400,000 Common Shares of the Issuer for a total purchase price of CDN$5,500,000.

Item 5 of the Schedule 13D is hereby further amended by deleting the information set forth in Item 5 of Schedule 13D (Amendment No. 15) regarding aggregate beneficial ownership of the Issuer’s Common Shares by each of the Filing Persons (including the table provided as part of such information), and replacing the deleted information with the following:

On the date of this Schedule 13D (Amendment No. 16), the Filing Persons are the beneficial owners of a total of 10,992,181 Common Shares, representing 19.4% of the Issuer’s outstanding Common Shares. The Filing Persons’ percentage beneficial ownership has been computed with respect to 56,667,118 Common Shares outstanding on May 11, 2017, as reported by the Issuer in Exhibit 99.2 to its Form 6-K filed May 12, 2017. The number of Common Shares and the percentage of the Issuer’s Common Shares beneficially owned by each Filing Person are as follows:

All shares reported as beneficially owned by the Filing Persons, are presently outstanding. Mr. Friedberg, directly and through his control over FCMI Parent shares held by members of his family and trusts for the benefit of members of his family, may be considered the sole beneficial owner of all of the Common Shares beneficially owned by FCMI Parent. By virtue of his control of FCMI Parent, Mr. Friedberg also may be deemed to possess voting and dispositive power over the shares owned directly by its wholly-owned subsidiaries, FCMI and PABTL. As trustees of Buckingham, each of Mr. Friedberg and Ms. Friedberg possesses voting and dispositive power over the Common Shares owned by Buckingham and may be deemed to share beneficial ownership of such Common Shares. Except for such beneficial ownership by Mr. Friedberg and by Ms. Friedberg, none of the directors or officers of FCMI Parent, FCMI or PABTL, and none of the trustees of Buckingham, beneficially own any Common Shares.

With the exception of FCMI Parent’s purchase of 400,000 Common Shares pursuant to the Purchase Agreement described in Item 6, none of the Filing Persons, and none of their respective directors, officers or trustees has effected any transactions in the Issuer’s Common Shares in the 60 days preceding the filing of this Schedule 13D (Amendment No. 16.

The Total Return Swap Agreements described in Item 6 of Amendment No. 5 to the Filing Persons Schedule 13D (as amended by the 2017 Confirmation described in Item 6 below) and Item 6 of Amendment No. 15 to the Filing Persons’ Schedule 13D, provide only for cash settlement. None of PABTL, FCMI Parent, the other Filing Persons, nor any of their affiliates or associates shall have any voting or dispositive power with respect to any Underlying Shares under either such agreement, and FCMI Parent, the other Filing Persons, and their affiliates and associates disclaim beneficial ownership of any such securities.

Item 6 of the Schedule 13D is hereby amended by the addition of the following information:

On January 31, 2017, PABTL entered into a Confirmation (the “2017 Confirmation”) that amended and extended the total return swap transaction between PABTL and National Bank of Canada (“NBC”) originally entered into on July 16, 2014 (the “2014 TRS Agreement”). Pursuant to the terms of the 2014 TRS Agreement, as so amended, NBC sold to PABTL the total return on 4,600,000 Common Shares (the “Underlying Shares”) in exchange for a monthly payment calculated on a per diem basis for the number of days in the applicable calculation period by multiplying the notional amount of the transaction applicable for any particular day in the relevant calculation period by the sum of a designated LIBOR base rate with a maturity of one month and a spread of (i) from the period commencing three Toronto business days after July 14, 2014 to but excluding January 17, 2017, 1.25%, and (ii) from January 17, 2017 through but excluding February 26, 2019, 1.20%, divided, in each case, by 360.

The initial price for the Underlying Shares is equal to $8.56 per share. The final price is the average of the modified volume weighted average price (as calculated pursuant to the 2014 TRS Agreement) applicable to each averaging day agreed to by the parties from and including February 26, 2019, weighted by the number of Underlying Shares that were reduced by NBC on the relevant averaging date minus a commission of US$0.02 per Underlying Share sold by NBC on such averaging date. On the applicable cash settlement date, the initial price of the Underlying Shares specified for the transaction shall be deducted from the final price for the Underlying Shares and such amount shall be multiplied by the number of Underlying Shares subject to the transaction. If the final price for the Underlying Shares exceeds the initial price for the Underlying Shares, such that the product of such determination is positive, NBC shall pay the amount so determined to PABTL. If the initial price for the Underlying Shares exceeds the final price for the Underlying Shares, such that the product of such determination is negative, PABTL shall pay the absolute value of the amount so determined to NBC. To the extent that there are any dividends paid by the Issuer on the Common Shares, NBC will pay to PABTL an amount per Underlying Share equivalent to the per Common Share dividend paid by the Issuer.

NBC and PABTL have the right to terminate the transaction if it becomes illegal for PABTL to continue with the transaction. PABTL has the right to terminate the transaction in whole or in part at any time following the fortieth day following the effective date of the transaction and prior to the valuation date. In the case of early termination of the transaction the date designated for termination will be the valuation date in respect of the number of Underlying Shares subject to such early termination. If PABTL elects to terminate the transaction in circumstances not involving any illegality, PABTL will be required to pay to NBC a make-whole payment equal to the product of the terminated number of Underlying Shares, the initial price per Underlying Share and D/360 where “D” represents the number of calendar days from, but excluding, the optional early termination date, to and including the calendar day that falls on the day that is six months after the effective date of the transaction. The 2014 TRS Agreement provides only for cash settlement.

The foregoing description of the documents comprising the 2014 TRS Agreement as amended by the 2017 Confirmation is qualified in its entirety by reference to the full text of the related agreements. The 2017 Confirmation is filed as Exhibit No 99.18 to this Schedule 13D (Amendment No. 16) and is incorporated herein by reference. The other documents comprising the 2014 TRS Agreement, i.e., the Share Purchase Agreement dated July 16, 2014 between NBC, as Buyer and PABTL, as Seller, the ISDA Schedule to the Master Agreement between NBC and PABTL dated as of July 16, 2014, and the Credit Support Annex to the Schedule to the ISDA Master Agreement dated as of July 16, 2014 between NBC and PABTL, were filed as Exhibits Nos. 99.5, 99.7 and 99.8, respectively, to Amendment No. 5 to the Filing Persons’ Schedule 13D.

Item 6 of the Schedule 13D is hereby further amended by the addition of the following information:

On April 27, 2017, FCMI Parent consummated the Purchase Agreement with Canaccord Genuity Corp. (the “Seller) and purchased 400,000 Common Shares of the Issuer for a total purchase price of CDN$5,500,000. In addition to the purchase price and other terms of the transaction, the Purchase Agreement contains certain representations and warranties by the parties customarily included in agreements of this type, including representations and warranties by FCMI Parent as to its status as an “accredited investor” under the Securities Act (Ontario) and its non-U.S. status to support Seller’s offer and sale of the Common Shares to FCMI Parent without registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”) in an “offshore transaction” pursuant to Regulation S under the Securities Act. In addition, FCMI Parent agreed that unless permitted by applicable Canadian securities laws it would not trade such Common Shares before the expiration of four months and one day after the closing under the Purchase Agreement, that the Common Shares would be subject to certain restrictions on disposition under Canadian law and the Securities Act, and that certificates evidencing such Common Shares would bear restrictive legends with respect to such restrictions on disposition.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 99.19 to this Schedule 13D (Amendment No. 16).

The following documents are filed as exhibits to this Schedule 13D:

Signatures

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.