Seabridge Gold Announces Agreement Renewing At-The-Market Offering

Rhea-AI Summary

Seabridge Gold (NYSE: SA) has entered into a new Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co. and RBC Capital Markets on January 24, 2025. The agreement enables Seabridge to sell common shares through at-the-market distributions for up to US$100 million on the NYSE.

The ATM Facility will be effective until February 2027, aligning with Seabridge's current US$750 million Shelf Registration Statement. The proceeds will be used for non-flow through eligible exploration, project advancement, potential acquisitions, working capital, and general corporate purposes.

The offering will be conducted through a prospectus supplement dated January 24, 2025, to the company's existing shelf prospectus. No sales will be made in Canada through the Toronto Stock Exchange or other trading markets.

Positive

• Secured flexible funding mechanism for up to US$100 million
• Long-term facility available until February 2027
• Multiple use of proceeds including project advancement and potential acquisitions

Negative

• Potential shareholder dilution through new share issuance
• No guaranteed funding as sales are at company's discretion and market-dependent

Insights

Financial Markets Analyst

Seabridge Gold's renewal of their ATM facility represents a strategic approach to capital management in the current mining market environment. The $100 million facility, managed by top-tier financial institutions Cantor Fitzgerald and RBC Capital Markets, provides several key advantages:

The ATM structure offers significant benefits over traditional equity raises:

• Lower costs and minimal market impact due to gradual, discretionary share issuance
• Flexibility to capitalize on favorable market conditions and share price movements
• Reduced execution risk compared to large, single-tranche offerings
• Ability to match capital raises with actual funding needs, minimizing cash drag

The timing is particularly noteworthy as mining companies face increasing capital requirements for project development amid volatile market conditions. The $100 million ceiling, representing approximately 9.2% of current market capitalization, suggests a measured approach to potential dilution while maintaining sufficient capacity for meaningful capital raising.

The extension until February 2027 provides extended financial optionality, particularly valuable for advancing capital-intensive projects like KSM. The U.S.-only distribution strategy through NYSE, excluding Canadian markets, indicates a tactical focus on the deeper U.S. capital markets while potentially minimizing impact on the company's TSX trading.

Toronto, Ontario--(Newsfile Corp. - January 24, 2025) - Seabridge Gold Inc. (TSX: SEA) (NYSE: SA) (the "Company" or "Seabridge") announced today that it has entered into a Controlled Equity Offering^SM Sales Agreement dated January 24, 2025 (the "Sales Agreement") with Cantor Fitzgerald & Co. (the "Lead Agent") and RBC Capital Markets, LLC. (together with the Lead Agent, the "Agents"). Pursuant to the Sales Agreement, the Company will be entitled, at its discretion and from time-to-time during the term of the Sales Agreement, to sell, through the Lead Agent, such number of common shares of the Company (the "Common Shares") that would result in aggregate gross proceeds to the Company of up to US$100 million (the "Offering" or "ATM Facility"). Sales of the Common Shares, if any, will be made in "at the market distributions", as defined in National Instrument 44-102 - Shelf Distributions, directly on the New York Stock Exchange ("NYSE") or on any other existing trading market in the United States. No offers or sales of Common Shares will be made in Canada through the facilities of the Toronto Stock Exchange or other trading markets.

The program can be in effect until Seabridge's current US$750 million Shelf Registration Statement expires in February 2027. Net proceeds from the ATM Facility, if any, may be used to advance non-flow through eligible exploration and advancement of the Company's projects, potential future acquisitions, and for working capital and general corporate purposes.

Seabridge Chairman and CEO Rudi Fronk noted that the Company has had similar ATM facilities in place for many years. "This agreement replaces a previous agreement which has lapsed. We have found that our ATM programs in the past have provided us with considerable flexibility to raise funds on an efficient basis, when needed. Any share issuance under the ATM is fully disclosed in our financial statements."

The Offering will be made by way of a prospectus supplement dated January 24, 2025 (the "Prospectus Supplement") to the Company's existing Canadian short form base shelf prospectus and U.S. registration statement on Form F-10 dated January 17, 2025 (collectively the "Offering Documents"). The Prospectus Supplement will be filed with Securities Commissions in Canada and the U.S. Securities and Exchange Commission (the "SEC"). The Offering Documents will contain important detailed information about the securities being offered. Before you invest, you should read the Offering Documents, and the documents incorporated therein for more complete information about the Company and the Offering. Copies of the Sales Agreement and the Offering Documents will be available for free by visiting the Company's profiles on the SEDAR+ website maintained by the Canadian Securities Administrators at https://www.sedarplus.ca or the SEC's website at www.sec.gov, as applicable.

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

About Seabridge Gold

Seabridge holds a 100% interest in several North American gold projects. Seabridge's principal asset, the KSM project, and its Iskut project, are located in Northwest British Columbia, Canada's "Golden Triangle", the Courageous Lake project is located in Canada's Northwest Territories, the Snowstorm project in the Getchell Gold Belt of Northern Nevada and the 3 Aces project is set in the Yukon Territory. For a full breakdown of Seabridge's Mineral Reserves and Mineral Resources by category please visit the Company's website at http://www.seabridgegold.com.

Neither the Toronto Stock Exchange, New York Stock Exchange, nor their Regulation Services Providers accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This news release 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 (together, "forward-looking statements"). Such forward-looking statements include, but are not limited to, statements regarding the anticipated offering of Common Shares under the ATM Facility, the proceeds from sales under the ATM Facility, the anticipated use of proceeds from such sales and the Company's financing options. 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, and being estimates, resource and reserve estimates are also forward-looking statements. 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 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, 2023 Annual Information Form filed with SEDAR in Canada (available at www.sedarplus.ca) 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

For further information please contact:
Rudi P. Fronk, Chairman and CEO
Tel: (416) 367-9292 • Fax: (416) 367-2711
Email: info@seabridgegold.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/238400

FAQ

What is the size of Seabridge Gold's (SA) new ATM facility announced in January 2025?

Seabridge Gold's new ATM facility allows for the sale of common shares up to US$100 million.

How long will Seabridge's (SA) new ATM facility be available?

The ATM facility will be available until February 2027, when Seabridge's current US$750 million Shelf Registration Statement expires.

What will Seabridge Gold (SA) use the ATM facility proceeds for?

The proceeds will be used for non-flow through eligible exploration, project advancement, potential acquisitions, working capital, and general corporate purposes.

Which investment banks are managing Seabridge Gold's (SA) 2025 ATM facility?

Cantor Fitzgerald & Co. (Lead Agent) and RBC Capital Markets, are managing the ATM facility.

Will Seabridge Gold's (SA) new ATM shares be sold on the Toronto Stock Exchange?

No, the shares will only be sold on the NYSE or other U.S. trading markets, not on the Toronto Stock Exchange or other Canadian markets.