EX-99.1 2 ex99_1.htm ex99_1.htm



 
EXHIBIT 99.1
 
FORM 51-102F3
Material Change Report

ITEM 1.
NAME AND ADDRESS OF COMPANY
Seabridge Gold Inc.
106 Front Street East, Suite 400
Toronto, Ontario  M5A 1E1
 
ITEM 2.
DATE OF MATERIAL CHANGE
June 24, 2014
 
ITEM 3.
NEWS RELEASE
Issued June 25, 2014 and distributed through the facilities of CNW (Canadian Timely Disclosure).
 
ITEM 4.
SUMMARY OF MATERIAL CHANGE
The Company announced today that the Company’s shareholders have elected John W. Sabine as an independent director. Mr. Sabine is one of Canada’s best known mining attorneys with over 40 years of legal expertise in mining, corporate reorganizations, securities, financings, and mergers and acquisitions. He has also served as a director of a number of successful public resource companies.
 
ITEM 5.
FULL DESCRIPTION OF MATERIAL CHANGE
See attached news release.
 
ITEM 6.
RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL
INSTRUMENT 51-102
Not applicable
   
ITEM 7.
OMITTED INFORMATION
No information has been omitted on the basis that it is confidential information.
   
ITEM 8.
EXECUTIVE OFFICER
Contact:   Rudi Fronk
Telephone:   (416) 367-9292
 
ITEM 9.
DATED at Toronto, Ontario, this 25th day of  June of 2014.


 
 
 


 
 
ANNEX A

Seabridge Gold Inc.
News Release

Trading Symbols:
TSX: SEA
For Immediate Release
 
NYSE: SA
June 25, 2014

Seabridge Gold Reports on Results of Annual Meeting of Shareholders
 
Toronto, Canada…Seabridge Gold today provided the results of its annual general meeting of shareholders held on June 24, 2014. A total of 36,970.318 common shares were voted at the meeting, representing 81.11% of the issued and outstanding common shares of the corporation. All matters presented for approval at the meeting were duly authorized and approved, as follows:
 
1.  
Election of all management nominees to the board of directors of the corporation;
2.  
Appointment of KPMG LLP as auditor of the corporation for the ensuing year;
3.  
Authorization of the directors to fix the auditors remuneration;
4.  
Approval of certain option grants to directors of the Corporation, including a grant to a new director.
5.  
Approval of the Restricted Share Unit Plan of the Corporation and grants under such Plan.
 
Detailed voting results for the election of directors were as follows:
 
Director
Votes For
Votes Withheld
Percentage For
Percentage Withheld
A. Frederick Banfield
21,615,094
3,832,793
84.94%
15.06%
D. Scott Barr
25,196,586
251,301
99.01%
0.99%
Thomas C. Dawson
25,290,775
157,111
99.38%
0.62%
Eliseo Gonzalez-Urien
25,037,591
410,296
98.39%
1.61%
Richard C. Kraus
25,243,614
204,272
99.20%
0.80%
Jay S. Layman
25,063,893
383,993
98.49%
1.51%
John W. Sabine
25,249,702
198,184
99.22%
0.78%
Rudi P. Fronk
25,093,700
354,187
98.61%
1.39%

A total of 11,522,432 shares were “non-votes” under U.S. proxy rules and were not cast with respect to the election of each of the directors.

Of the eight above-listed directors, seven were re-elected to the Board. The new director, John W. Sabine, is one of Canada’s best known mining attorneys with over 40 years of legal expertise in mining, corporate reorganizations, securities, financings, and mergers and acquisitions. He has also served as a director of a number of successful public resource companies.
 
Commenting on the Seabridge Board, Chairman and CEO Rudi Fronk noted that “the Company has now added four new directors in the past three years, all of whom have extensive experience in the mining industry. John Sabine brings to the Board considerable depth of experience in the execution of major mining transactions such as joint ventures, acquisitions and divestitures. With our stated goal of transitioning KSM from a 100% owned asset to a joint venture with a major mining company, his experience will be invaluable.”
 
Retiring at this year’s annual meeting was Louis J. Fox who had served the Company as a Director since 1999. “For the past fourteen plus years, Louis has served Seabridge’s shareholders well. On behalf of the Board and all of our shareholders, I would like to thank Louis for his dedication and contribution to the Company. I am pleased to note that Louis has agreed to continue in a consulting role,” said Mr. Fronk.
 

 
 
 

Seabridge holds a 100% interest in several North American gold projects. The Company’s principal assets are the KSM property 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 mineral resources by category please visit the Company’s website at http://www.seabridgegold.net/resources.php.


 
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.net