/NOT FOR DISSEMINATION IN THE UNITED STATES/
Trading Symbols:
TSX: SEA
NYSE: SA
TORONTO, April 21, 2016 /CNW/ - Seabridge Gold Inc.
(TSX:SEA)(NYSE:SA) (the "Company" or "Seabridge") announced today
that it has filed a preliminary prospectus supplement to the
Company's short-form base shelf prospectus dated November 26, 2014 with the securities regulatory
authorities in each of the Provinces of British Columbia, Alberta and Ontario and with the United States Securities
and Exchange Commission ("SEC") under the Company's registration
statement on Form F-10 under the multi-jurisdictional
disclosure system in connection with a cross-border public offering
(the "Public Offering") of common shares of the Company (the
"Common Shares").
The Public Offering will be conducted through a syndicate of
underwriters led by Canaccord Genuity Corp. (the "Underwriters").
The pricing and number of securities will be determined in the
course of marketing. The Company will grant the Underwriters
an over-allotment option to purchase additional Common Shares,
exercisable at any time up to 14 days after and including the
closing of the Public Offering at the offering price in the Public
Offering.
The Company intends to use the net proceeds from the Public
Offering to continue to advance the Company's KSM Project and for
general corporate purposes.
The Company also announced today that it has entered into an
agreement with the Underwriters whereby the Underwriters have
agreed to purchase, on a bought deal basis, 450,000 flow-through
Common Shares (the "Flow-Through Shares") at a price of C24.08 per
Flow-Through Share (a 30% premium to today's closing price on the
Toronto Stock Exchange ("TSX"), for gross proceeds of C$10,836,000 (the "FT Offering"). In addition,
the Company will grant the Underwriters an option to purchase from
the Company up to an additional 50,000 Flow-Through Shares, at the
same price as is applicable to the FT Offering exercisable at least
one week prior to the closing date.
The gross proceeds from the FT Offering will be used to fund the
2016 exploration program at the Company's KSM Project and, subject
to completion of the Company's acquisition of SnipGold Corp., the
Iskut Property of SnipGold Corp. in Northwestern British Columbia, Canada.
Seabridge Chairman and CEO Rudi
Fronk noted that "this financing enables us to proceed with
our exploration plans for this year. The main focus at the KSM
Project is on expanding higher grade zones that have the potential
to enhance projected economics. We also expect to complete our
first drill program on the Iskut
property this summer assuming we close our proposed acquisition of
SnipGold. At Iskut, our primary
target is discovery of high grade gold similar to what was mined
historically. Once again, this year's program has been designed to
generate additional gold resources that will more than offset the
share dilution required to finance it. Growing gold ownership per
share continues to be a key objective for Seabridge."
The Public Offering is expected to close on or about
April 29, 2016, and the FT Offering
is expected to close on or about May
19, 2016. Both the Public Offering and the FT Offering
are subject to customary closing conditions including, but not
limited to, the listing of the Common 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 FT Offering is being made by way of private placement in
Canada. The Flow-Through Shares will not be registered in
the United States, although some
of the Flow-Through Shares may be re-offered or re-sold into
the United States to "accredited
investors" as defined in Rule 501(a) of Regulation D under the U.S.
Securities Act of 1933, as amended (the "U.S. Securities Act). Any
such Flow-Through Shares will be characterized as "restricted
securities" under the U.S. Securities Act. The Flow-Through
Shares will also be subject to a four-month hold period.
When available, copies of the preliminary and final prospectus
supplements relating to the Public Offering may be obtained by
visiting the SEC's website at www.sec.gov, on SEDAR at
www.sedar.com and from Canaccord Genuity Corp. under the following
address:
Canaccord Genuity Corp.
Brookfield Place, 161 Bay Street
Suite 3100, P.O. Box 516
Toronto, ON M5J 2S1
Attention: Amy Patel
Phone: (416) 869-3052
Email: ecm@canaccordgenuity.com
This press release is not an offer of the Common Shares, for
sale in the United States. The Common Shares may not be
offered or sold in the United
States absent registration or an exemption from
registration. Any public offering of the Common Shares to be
made in the United States will be
made by means of a prospectus that may be obtained from the Company
and that will contain detailed information about the Company and
management as well as financial statements. The Company
intends to register the Common Shares for the Public Offering as
described above. However, there shall not 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.
This press release is not an offer of the Flow-Through Shares
for sale in the United States. The Flow-Through Shares many
not be offered or sold in the United
States absent registration or exemption from
registration. The Flow-Through Shares will not be publicly
offered in the United States. The Flow-Through Shares have
not been and will not be registered under the U.S. Securities Act,
or any state securities laws.
The Company has appointed Christopher J Reynolds, its Vice
President Finance and Chief Financial Officer, as a director of the
Company to fill the vacancy arising as a result of the death of
Thomas C. Dawson in March, 2016 and
to satisfy the Canadian residency requirements applicable to the
Company's Board of Directors under corporate legislation.
Seabridge holds a 100% interest in several North American gold
resource projects. The Company's principal assets are the KSM
Project located near Stewart, British
Columbia, Canada and the Courageous Lake Project located in
Canada's Northwest Territories.
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
statements within the meaning of the United States Private
Securities Litigation Reform Act of 1995. 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, 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 timing of closing and use of proceeds from the
Public Offering and the FT 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: the Company's ability to engage
underwriters, dealers or agents on terms and conditions deemed
reasonable to the Company, the need to satisfy regulatory and legal
requirements with respect to the Public Offering and the FT
Offering, 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, 2015 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).
ON BEHALF OF THE BOARD
"Rudi Fronk"
Chairman and CEO
SOURCE Seabridge Gold Inc.