6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of

May 2015

Commission File Number  1-32135

SEABRIDGE GOLD INC.

 (Name of Registrant)

106 Front Street East, Suite 400, Toronto, Ontario, Canada M5A 1E1

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F o                                Form 40-F x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): *

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):*

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  o                       No x

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_______

The exhibits in this Report on Form 6-K are being incorporated by reference into the Registrant’s Registration Statement on Form F-10, File No. 333-197653, as amended or supplemented.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Seabridge Gold Inc. (Registrant)
By:	/s/ Chris Reynolds
Name:	Chris Reynolds
Title:	VP Finance and CFO

Date: May 15, 2015

EXHIBITS

Exhibit 99.1 Unaudited Condensed Consolidated Interim Financial Statements for the Three Months ended March 31, 2015.

Exhibit 99.2 Management’s Discussion and Analysis for the Three Months ended March 31, 2015.

Exhibit 99.3 Press Release issued May 14, 2015 in which the Registrant announced the filing of its first quarter financial statements and Management’s Discussion and Analysis for the three months ended March 31, 2015.

EX-99.1

EXHIBIT 99.1

SEABRIDGE GOLD INC.

INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED

MARCH 31, 2015

(Unaudited)

MANAGEMENT’S COMMENTS ON UNAUDITED INTERIM FINANCIAL STATEMENTS

The accompanying unaudited condensed consolidated interim financial statements of Seabridge Gold Inc. for the three months ended March 31, 2015 have been prepared by management and approved by the Board of Directors of the Company.

SEABRIDGE GOLD INC.

Interim Condensed Consolidated Statements of Financial Position

(Expressed in thousands of Canadian dollars)

(Unaudited)

	Note		March 31, 2015		December 31, 2014
Assets
Current assets
Cash and cash equivalents		4		326		256
Short-term deposits		4		4,523		6,037
Amounts receivable and prepaid expenses		5		687		5,092
Investments		6		4,920		4,897
				10,456		16,282
Non-current assets
Mineral interests		7		262,568		260,521
Reclamation deposits				1,553		1,553
Total non-current assets				264,121		262,074
Total assets				274,577		278,356
Liabilities and shareholders’ equity
Current liabilities
Accounts payable and accrued liabilities		8		1,834		3,737
Taxes payable				-		65
Flow-through share premium		9		520		941
				2,354		4,743
Non-current liabilities
Deferred income tax liabilities		12		12,359		12,430
Provision for reclamation liabilities				1,353		1,349
Total non-current liabilities				13,712		13,779
Total liabilities				16,066		18,522
Shareholders’ equity		9		258,511		259,834
Total liabilities and shareholders’ equity				274,577		278,356

Commitments (Note 9)

Subsequent events (Note 14)

The accompanying notes form an integral part of these interim condensed consolidated financial statements.

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SEABRIDGE GOLD INC.

Interim Condensed Consolidated Statements of Operations and Comprehensive Loss

(Expressed in thousands of Canadian dollars except common share and per common share amounts)

(Unaudited)

			Three months ended March 31
	Note		2015			2014
Corporate and administrative expenses		11		(2,481	)		(3,088	)
Other income - flow-through shares		9		421			1,047
Impairment of mineral properties		7		(350	)		-
Impairment of investments		6		(181	)		(304	)
Other gains on investments		6		79			409
Interest income				20			65
Finance expense and depreciation				(5	)		(5	)
Foreign exchange loss				(9	)		(41	)
Loss before income taxes				(2,506	)		(1,917	)
Income tax recovery (expense)		12		32			(525	)
Loss for the period				(2,474	)		(2,442	)
Other comprehensive income (loss), net of income taxes:
Reclassification of previously deferred gains on available for sale investments				-			(1,272	)
Items that may subsequently be reclassified to profit or loss:
Unrealized gain on available for sale investments		6		223			212
Comprehensive loss for the period				(2,251	)		(3,502	)
Basic and diluted net loss per Common Share				(0.05	)		(0.05	)
Basic weighted average number of common shares outstanding				48,580,098			47,081,376

The accompanying notes form an integral part of these interim condensed consolidated financial statements.

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SEABRIDGE GOLD INC.

Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity

(Expressed in thousands of Canadian dollars)

(Unaudited)

	Shares		Share Capital			Stock-based Compensation			Contributed Surplus		Deficit			Accumulated Other Comprehensive Income			Total Equity
As at January 1, 2015		48,438,876		295,545			29,197			15,061		(80,009	)		40			259,834
Share issuance		27,500		276			-			-		-			-			276
Share issuance costs		-		(74	)		-			-		-			-			(74	)
Stock-based compensation		-		-			706			-		-			-			706
Shares - RSUs		136,250		1,312			(1,312	)		-		-			-			-
Deferred tax		-		20			-			-		-			-			20
Other comprehensive gain		-		-			-			-		-			223			223
Net loss for the period		-		-			-			-		(2,474	)		-			(2,474	)
As at March 31, 2015		48,602,626		297,079			28,591			15,061		(82,483	)		263			258,511
As at January 1, 2014		47,081,376		283,544			26,818			9,233		(66,986	)		1,146			253,755
Share issuance costs		-		(21	)		-			-		-			-			(21	)
Stock-based compensation		-		-			1,937			-		-			-			1,937
Expired options		-		-			(312	)		312		-			-			-
Other comprehensive loss		-		-			-			-		-			(1,060	)		(1,060	)
Net loss for the period		-		-			-			-		(2,442	)		-			(2,442	)
As at March 31, 2014		47,081,376		283,523			28,443			9,545		(69,428	)		86			252,169

The accompanying notes form an integral part of these interim condensed consolidated financial statements.

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SEABRIDGE GOLD INC.

Interim Condensed Consolidated Statements of Cash Flows

(Expressed in thousands of Canadian dollars)

(Unaudited)

	Three months ended March 31
	2015			2014
Operating Activities
Net loss		(2,474	)		(2,442	)
Items not affecting cash:
Impairment of mineral properties		350			-
Stock-based compensation		706			1,937
Other income - flow-though shares		(421	)		(1,047	)
Impairment of investments		181			304
Other gains on investments		(79	)		(409	)
Income tax (recovery) expense		(32	)		525
Finance expense and depreciation		5			5
Taxes paid		(85	)		(1,096	)
Changes in non-cash working capital items:
Amounts receivable and prepaid expenses		297			291
Accounts payable and accrued liabilities		(1,673	)		(580	)
Net cash used in operating activities		(3,225	)		(2,512	)
Investing Activities
Mineral interests		(2,362	)		(3,976	)
Mineral exploration tax credits		4,119			-
Investment of short-term deposit		(2,000	)		-
Redemption of short-term deposits		3,514			7,028
Disposition of mineral properties		-			-
Cash proceeds from sale of investments		98			304
Net cash provided by investing activities		3,369			3,356
Financing Activities
Issue of share capital (net of transaction costs)		(74	)		-
Net increase in cash during the period		70			844
Cash and cash equivalents, beginning of the period		256			1,063
Cash and cash equivalents end of the period		326			1,907

The accompanying notes form an integral part of these interim condensed consolidated financial statements.

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SEABRIDGE GOLD INC.

Notes to the Interim Condensed Consolidated Financial Statements

For the three months ended March 31, 2015 and 2014

1. Reporting entity

Seabridge Gold Inc. is comprised of Seabridge Gold Inc. (“Seabridge” or the “Company”) and its subsidiaries and is a company engaged in the acquisition and exploration of gold properties located in North America.  The Company was incorporated under the laws of British Columbia, Canada on September 4, 1979 and continued under the laws of Canada on October 31, 2002.  Its common shares are listed on the Toronto Stock Exchange trading under the symbol “SEA” and on the New York Stock Exchange under the symbol “SA”. The Company is domiciled in Canada, the address of its registered office is 10th Floor, 595 Howe Street, Vancouver, British Columbia, Canada V6C 2T5 and the address of its corporate office is 106 Front Street East, 4th Floor, Toronto, Ontario, Canada M5A 1E1.

2. Statement of compliance and basis of presentation

These interim condensed consolidated financial statements were prepared using the same accounting policies and methods as those described in the consolidated financial statements for the year ended December 31, 2014. These interim financial statements are prepared in compliance with International Accounting Standard 34, Interim Financial Reporting (IAS 34). Accordingly, certain information and disclosure normally included in annual financial statements prepared in accordance with International Financial Reporting Standards have been omitted or condensed. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2014.

3. New accounting standards and interpretations not yet adopted

New standards and amendments to standards and interpretations that are relevant to the Company and effective for annual periods beginning on or after January 1, 2016, that have not been applied in preparing these financial statements are:

IFRS 9, Financial instruments (“IFRS 9”) introduces new requirements for classification and measurement of financial assets, additional changes to financial liabilities and a new general hedge accounting standard. The mandatory effective date is for annual periods beginning on or after January 1, 2018. Early adoption is permitted and the new standard must be applied retrospectively, with some exceptions. The Company has not early adopted IFRS 9 in its financial statements for the annual period beginning on January 1, 2015.

IFRS 11, Accounting for Acquisitions of Interests in Joint Operations (Amendments to IFRS 11). The amendments require business combination accounting to be applied to acquisitions of interests in a joint operation that constitute a business and apply prospectively for annual periods beginning on or after January 1, 2016. The Company intends to adopt the amendments to IFRS 11 in its financial statements for the annual period beginning on January 1, 2016. The Company does not expect the amendments to have a material impact on the financial statements.

5

IFRS 15, Revenue from contracts with customers (“IFRS 15”) proposes to replace IAS 18 Revenue, IAS 11 Construction contracts, and some revenue-related interpretations. The standard contains a single model that applies to contracts with customers and two approaches to recognizing revenue at either a point in time or over time. The model features a five-step analysis of transactions to determine when and how much revenue should be recognized. New estimates and judgmental thresholds were introduced, which may affect the amount and/or timing of revenue recognized. The Company intends to adopt IFRS 15 in its financial statements for the annual period beginning on January 1, 2017. The Company does not expect the standard will have a material impact on the financial statements upon adoption.

IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets (Amendments to IAS 16 and IAS 38). The amendments made to IAS 16 state that revenue-based methods of depreciation cannot be used for property, plant and equipment and the amendments in IAS 38 introduce the supposition that the use of revenue-based amortization methods for intangible assets is inappropriate. The Company intends to adopt the amendments to IAS 16 and IAS 38 in its financial statements for the annual period beginning on January 1, 2016. The Company does not expect the amendments will have a material impact on the financial statements upon adoption.

4. Cash and cash equivalents and short-term deposits

($000’s)	March 31, 2015		December 31, 2014
Cash and cash equivalents		326		256
Short-term deposits		4,523		6,037
		4,849		6,293

Short-term deposits consist of Canadian Schedule I bank guaranteed notes with terms from 91 days up to one year but are cashable in whole or in part with interest at any time to maturity.  All of the cash is held in a Canadian Schedule I bank.

5. Amounts receivable and prepaid expenses

($000’s)	March 31, 2015		December 31, 2014
Provincial tax credits		-		4,246
HST		152		389
Prepaid expenses		259		229
Other receivables		276		228
		687		5,092

6. Investments

($000’s)	December 31, 2014		Acquisitions		Dispositions			Gain (loss) of associates			Impairment			Comprehensive gain (loss)			Gain on Relassification		March 31, 2015
Available-for-sale investments		3,246		-		(81	)		-			(131	)		223			-		3,257
Investment in associate		1,651		-		-			62			(50	)		-			-		1,663
		4,897		-		(81	)		62			(181	)		223			-		4,920
($000’s)	December 31, 2013		Acquisitions		Dispositions			Gain (loss) of associates			Impairment			Comprehensive gain (loss)			Gain on Relassification		December 31, 2014
Available-for-sale investments		6,543		1,581		(2,082	)		(403	)		(1,067	)		(1,106	)		1,144		4,610
Investment in associate		560		103		-			(207	)		(169	)		-			-		287
		7,103		1,684		(2,082	)		(610	)		(1,236	)		(1,106	)		1,144		4,897

The Company holds common shares of several mining companies that were received as consideration for optioned mineral properties and other short-term investments, including one gold exchange traded receipt. These available for sale financial assets are recorded at fair value of $3.3 million (December 31, 2014 - $3.2 million) on the statements of financial position. In the current quarter, the Company disposed of a portion of its holdings in one of these investments with a carrying value of $81,000 and recorded a gain of $17,000 (March 31, 2014 - $5,000) within other gains on investments on the statement of operations.

6

The Company holds one investment in an associate that is accounted for on the equity basis. During the three months ended March 31, 2015, the Company recorded its proportionate share of the net income of the associate of $62,000 (March 31, 2014 – loss of $150,000).

At March 31, 2015, the Company’s carrying values of available-for-sale investments and the investment in associate exhibited evidence of impairment and the Company recorded a $181,000 (2014 - $304,000) charge to the statement of operations.

7. Mineral interests

Mineral interest expenditures on projects are considered as exploration and evaluation and their related costs consist of the following:

($000’s)	Balance,		Expenditures		Recoveries			Impairment			Balance,
	January 1, 2015		2015		2015			2015			March 31, 2015
KSM		191,929		2,309		-			-			194,238
Courageous Lake		67,471		88		-			-			67,559
Nevada Projects		350		-		-			(350	)		-
Grassy Mountain		771		-		-			-			771
		260,521		2,397		-			(350	)		262,568
($000’s)	Balance,		Expenditures		Recoveries			Impairment			Balance,
	January 1, 2014			2014		2014			2014		December 31, 2014
KSM		165,196		30,852		(4,119	)		-			191,929
Courageous Lake		66,585		886		-			-			67,471
Nevada Projects		2,882		-		(95	)		(2,437	)		350
Grassy Mountain		771		-		-			-			771
		235,434		31,738		(4,214	)		(2,437	)		260,521

Continued exploration of the Company’s mineral properties is subject to certain lease payments, project holding costs, rental fees and filing fees.

a)         KSM (Kerr-Sulphurets-Mitchell)

In 2001, the Company purchased a 100% interest in contiguous claim blocks in the Skeena Mining Division, British Columbia. The vendor maintains a 1% net smelter royalty interest on the project, subject to maximum aggregate royalty payments of $4.5 million. The Company is obligated to purchase the net smelter royalty interest for the price of $4.5 million in the event that a positive feasibility study demonstrates a 10% or higher internal rate of return after tax and financing costs.

In 2002, the Company optioned the KSM property to Noranda Inc. (which subsequently became Falconbridge Limited then Xstrata plc. and now Glencore plc.) which could earn up to a 65% interest by incurring exploration expenditures and funding the cost of a feasibility study. In April 2006, the Company reacquired the exploration rights to the KSM property from Falconbridge. On closing of the formal agreement in August 2006, the Company issued Falconbridge 200,000 common shares of the Company with a deemed value of $3,140,000 excluding share issue costs.  The Company also issued 2 million warrants to purchase common shares of the Company with an exercise price of $13.50 each. The 2,000,000 warrants were exercised in 2007 and proceeds of $27,000,000 were received by the Company.

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In July 2009, the Company agreed to acquire various mineral claims immediately adjacent to the KSM property for further exploration and possible mine infrastructure use.  The terms of the agreement required the Company to pay $1 million in cash, issue 75,000 shares and pay advance royalties of $100,000 per year for 10 years commencing on closing of the agreement.  The property is subject to a 4.5% net smelter royalty from which the advance royalties are deductible. The purchase agreement closed in September 2009, with the payment of $1 million in cash, the issuance of 75,000 shares valued at $2,442,750 and the payment of the first year’s $100,000 advance royalty.

In February 2011, the Company acquired a 100% interest in adjacent mineral claims mainly for mine infrastructure purposes for a cash payment of $675,000, subject to a 2% net smelter returns royalty on these adjacent claims.

On June 16, 2011, the Company completed an agreement granting a third party an option to acquire a 1.25% net smelter royalty on all gold and silver production sales from KSM for a payment equal to the lesser of $100 million or US$125 million. The option is exercisable for a period of 60 days following the announcement of receipt of all material approvals and permits, full project financing and certain other conditions for the KSM project. The option was conditional on the optionee subscribing for $30 million of the Company’s shares at a premium to market of 15%. The financing was completed on June 29, 2011. The 15% premium derived from the option agreement for the NSR, was determined to be $3.9 million ($3.84 per share for 1,019,000 shares) which was recorded as a credit to mineral properties on the statement of financial position in 2011. The optionee also held an option to purchase an additional $18 million of the Company’s shares and receive an option to acquire an additional 0.75% net smelter royalty on all gold and silver production sales from the KSM project for a payment equal to the lesser of $60 million or US$75 million and exercised the option to purchase the shares in December 2012, at a 15% premium to the market price of the shares at that time. The premium derived from the option agreement for the 0.75% net smelter royalty on this transaction was determined to be $2.4 million ($2.41 per share for 1,004,491 shares) which was recorded as a credit to mineral properties on the statement of financial position in 2012.

In the first three months of 2015, $2.3 million of expenditures were incurred on the KSM project as the Company finalized the analysis of the resource update on Deep Kerr and Iron Cap Lower Zone resulting from the 2014 exploration and drilling program. The Company also incurred costs preparing for its planned 2015 drilling and exploration program.

Late in 2014, the Company applied for $4.1 million of refundable provincial tax credits related to exploration expenditures incurred in 2011 at KSM and the recovery was credited to mineral properties at that time. In the current quarter, the Company collected all of the funds related to the claim.

b)         Courageous Lake

In 2002, the Company purchased a 100% interest in the Courageous Lake gold project from Newmont Canada Limited and Total Resources (Canada) Limited (“the Vendors”) for US$2.5 million. The Courageous Lake gold project consists of mining leases located in Northwest Territories of Canada.

In 2004, an additional property was optioned in the area.  Under the terms of the agreement, the Company paid $50,000 on closing and was required to make option payments of $50,000 on each of the first two anniversary dates and subsequently $100,000 per year up to a total of $1,250,000.  The Company has made $950,000 in payments and is committed to make three additional annual payments until 2017. The property may be purchased outright at any time with the accelerated payment of the remaining balance.

In the first three month of 2015, the Company incurred $88,000 of exploration costs while evaluating and planning future exploration programs.

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c)         Grassy Mountain

In 2000, the Company acquired an option on a 100% interest in mineral claims located in Malheur County, Oregon, USA. During 2002, the Company paid US$50,000 in option payments. On December 23, 2002, the agreement was amended and the Company made a further option payment of US$300,000 and in March 2003 acquired the property for a payment of US$600,000.

In April 2011, the Company announced that an agreement had been reached to option the Grassy Mountain project to Calico Resources Corp. (“Calico”) which was subsequently amended in 2013. In the original agreement, in order to exercise the option, Calico was to issue to the Company (i) two million of its common shares following TSX Venture Exchange approval; (ii) four million of its common shares at the first anniversary, and (iii) eight million of its shares when the project has received the principal mining and environmental permits necessary for the construction and operation of a mine.  The Company received the first two million common shares of Calico in 2011 and a value of $740,000 was recorded as a credit to the carrying value of the mineral properties. In February 2013, the agreement was amended to allow for an accelerated exercise of the option and Calico issued 6,433,000 common shares and 4,567,000 special warrants to acquire a 100% interest in the Grassy Mountain project. Each special warrant is exercisable to acquire one common share of Calico for no additional consideration. The fair value of the shares and special warrants was credited to the carrying value of the mineral properties at the time of receipt of the securities. During 2013, the Company elected to convert 1,671,000 special warrants into common shares.

In addition to the shares and special warrants received as consideration, after the delivery of a National Instrument 43-101 compliant feasibility study on the project, Calico must either grant the Company a 10% net profits interest or pay the Company $10 million in cash, at the sole election of the Company. Following the de-recognition of the Grassy Mountain net assets in 2014, a value of $771,000 has been retained within mineral properties.

d) Nevada Projects

In June 2011, the Company entered into an agreement letter of intent with Golden Predator Corp. pursuant to which the Company and Golden Predator Corp., would contribute a portfolio of mineral properties into a new private company called Wolfpack Gold Corp. (“Wolfpack”). The transaction was closed on June 26, 2012 and certain properties were transferred to Wolfpack, from the Company, while others were optioned. In total, 5,506,500 shares of Wolfpack were received as consideration for the optioned and transferred properties.

In 2014, the Company was notified that the option to purchase Four Mile Basin and Liberty Springs would be discontinued. The Company decided not to continue to carry the maintenance costs of these claims and determined that the recoverability of the carrying costs was impaired and charged the statement of operations $2.4 million in that year. Similarly, in the current quarter, the Company was notified that the remaining option on Castle Black Rock would be discontinued and the Company impaired the remaining carrying cost of the Nevada projects in the period.

e) Other mineral properties

(i) Red Mountain

In 2001, the Company purchased a 100% interest in an array of assets associated with mineral claims in the Skeena Mining Division, British Columbia, together with related project data and drill core, an owned office building and a leased warehouse, various mining equipment on the project site, and a mineral exploration permit which is associated with a cash reclamation deposit of $1 million.

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The Company assumed all liabilities associated with the assets acquired, including all environmental liabilities, all ongoing licensing obligations and ongoing leasehold obligations including net smelter royalty obligations on certain mineral claims ranging from 2.0% to 6.5% as well as an annual minimum royalty payment of $50,000.

In 2012, the Company entered into an agreement with Banks Island Gold Ltd. to option its 100% interest in the Red Mountain Project and received $1 million in cash and 4 million shares of Banks Island Gold valued at $2.8 million. The value of cash and shares was recorded first as a recovery against the carrying value of the mineral properties, of $2.7 million, and the excess, of $1.1 million was recorded as a gain on disposition of mineral properties in 2012. In 2013, the Company agreed to allow Banks Island Gold to defer a $1.5 million payment, due in 2013, until January 2014. In return, the Company received 250,000 shares of Banks Island Gold. The fair value of those shares on the day of receipt, of $150,000 was recorded as a gain on the disposition of mineral properties on the consolidated statement of operations and the fair value was recorded in investments on the consolidated statement of financial position as at December 31, 2013. Banks Island Gold failed to pay the $1.5 million in January 2014 and their option was terminated. The Company retained all payments of cash and shares of Banks Island Gold and retains ownership of the project.

In 2014, the Company entered into an agreement with IDM Mining (“IDM”) to option the Red Mountain Project. In order to exercise its option, IDM paid the Company $1 million and must pay $1 million in late 2015. IDM also issued to the Company 4,955,500 common shares, the fair value of which was $1.5 million, and was recorded in investments on the statement of financial position. IDM is also obligated to spend $7.5 million on the Red Mountain Project over a three year period. At the time of the receipt of the cash and shares mentioned above, there was no carrying value recorded for Red Mountain, as all historical acquisition and exploration costs had been fully recovered through option payments and other recoveries and as such, the combined value of the cash and shares of $2.5 million was recorded on the statement of operations as a gain on the disposition of mineral properties in 2014.

(ii) Quartz Mountain

In 2001, the Company purchased a 100% interest in mineral claims in Lake County, Oregon. The vendor retained a 1% net smelter royalty interest on unpatented claims acquired and a 0.5% net smelter royalty interest was granted to an unrelated party as a finder’s fee.

In May 2009, the Company completed an option agreement on a peripheral claim portion of the Quartz Mountain property.  To earn a 50% interest in that portion of the project, the optionee completed $0.5 million in exploration expenditures by December 31, 2010 and issued 200,000 shares to the Company (50,000 shares were received in 2010 and the remaining 150,000 shares were received in February 2011). The amounts received were recorded as recoveries against the carrying value of the mineral interest. The optionee has the right to increase its percentage holdings to 70% by funding and completing a feasibility study within three years.

In 2011, subject to an agreement between the Company and Orsa Ventures Corp. (“Orsa”) the Company granted Orsa the exclusive option to earn a 100% interest in the Quartz Mountain gold property and all of Seabridge's undivided 50% beneficial joint venture interest in the adjacent peripheral property mentioned above. The agreement stipulated that Orsa would pay the Company $0.5 million on or before the fifth day following regulatory approval of the option agreement and will make staged payments of $5 million in cash or common shares of Orsa, at the discretion of the Company. In 2012, the agreement was amended allowing Orsa to pay the Company 1.5 million common shares of Orsa instead of the $0.5 million, then due. In 2013, Alamos Gold Inc. (“Alamos”) acquired Orsa and its option to acquire Quartz Mountain and the Company received the next staged payment of $2 million from Alamos. The value of cash was recorded first as a recovery against the carrying value of the mineral properties, of $0.1 million, and the excess, of $1.9 million was recorded as a gain on disposition of mineral properties.

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In addition, upon the delivery of a feasibility study, Alamos must pay the Company $3 million and either an additional $15 million or provide a 2% net smelter return royalty on production at Quartz Mountain, at the option of the Company.

There is no carrying value recorded for Quartz Mountain as all historical acquisition and exploration costs have been fully recovered through option payments and other recoveries.

8. Accounts payable and accrued liabilities

($000’s)	March 31, 2015		December 31, 2014
Trade payables		750		3,545
Trade and other payables due to related parties		631		56
Non-trade payables and accrued expenses		453		136
		1,834		3,737

9.      Shareholders’ equity

The Company is authorized to issue an unlimited number of preferred shares and common shares with no par value.  No preferred shares have been issued or were outstanding at March 31, 2015 and December 31, 2014.

The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition, exploration and development of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business.

The properties in which the Company currently has an interest are in the exploration stage; as such the Company is dependent on external financing to fund its activities. In order to carry out the planned exploration and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. The Company will continue to assess new properties and seek to acquire an interest in additional properties that would be accretive and meaningful to the Company.  The Company is not subject to externally imposed capital requirements.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company's approach to capital management during the current quarter or in the year ended December 31, 2014. The Company considers its capital to be share capital, stock options, restricted share units, contributed surplus and deficit.

On July 22, 2014 the Company issued 1,150,000 flow-through common shares, at $12.00 per share, raising gross proceeds of $13.8 million. The purchase price represented a 29% premium over the market price of the Company’s shares on that date. The Company has committed to renounce its ability to deduct qualifying exploration expenditures for the equivalent value of the gross proceeds of the financings and transfer the deductibility to the purchasers of the flow-through shares.  The effective date of the renouncement was December 31, 2014. The full premium of $3.1 million was initially recognized as a liability on the statement of financial position and the balance was recorded as share capital. At each reporting period, and as qualifying expenditures are incurred, the liability is being reduced on a proportionate basis and income is recognized on the statement of operations. In the period July 22, 2014 to December 31, 2014 $2.2 million of the premium was recognized through other income on the statement of operations for the proportionate amount of qualifying expenditures made relative to the $13.8 million commitment. Additional spending of $2.3 million in the current quarter resulted in an additional $0.4 million of premium recognized through the statement of operations. Share issuance costs of $0.9 million were incurred in 2014 in relation to the offering and have been included in equity.

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On December 10, 2013 the Company issued 1,500,000 flow-through common shares, at $11.17 per share, raising gross proceeds of $16.8 million. The purchase price represented a 46.6% premium over the market price of the Company’s shares on that date. The Company has renounced its ability to deduct qualifying exploration expenditures for the equivalent value of the gross proceeds of the financing and has transferred the deductibility to the purchasers of the flow-through shares.  The premium of $5.3 million was initially recognized as a liability on the statement of financial position and the balance was recorded as share capital. At each reporting period, and as qualifying expenditures were incurred, the liability was reduced on a proportionate basis and income is recognized on the statement of operations. Share issuance costs of $1.1 million were incurred in 2013 in relation to the offering and have been included in equity. The Company incurred the full $16.8 million of qualifying expenditures in 2014 and the premium was fully amortized through the statement of operations in that year.

The Company provides compensation to directors and employees in the form of stock options and a Restricted Share Units (“RSU”), plan implemented in 2013.

Pursuant to the Share Option Plan, the Board of Directors has the authority to grant options, and to establish the exercise price and life of the option at the time each option is granted, at a price not less than the closing price of the Common Shares on the Toronto Stock Exchange on the date of the grant of such option and for a period not exceeding five years. All exercised options are settled in equity.

Pursuant to the Company’s RSU Plan, the Board of Directors has the authority to grant RSUs, and to establish terms of the RSUs including the vesting criteria and the life of the RSU. The life of the RSU is not to exceed two years.

Stock option and RSU transactions were as follows:

	Options			Weighted Average Exercise Price ($)		Amortized Value of options ($000’s)			RSUs			Amortized Value of RSUs ($000’s)			Stock-based  Compensation ($000’s)
Outstanding January 1, 2015		3,240,000			17.62		27,427			355,000			1,770			29,197
Granted		-			-		-			-			-			-
Exercised option or vested RSU		-			-		-			(136,250	)		(1,312	)		(1,312	)
Cancelled		-			-		-			-			-			-
Expired		-			-		-			-			-			-
Amortized value of stock based compensation
granted in prior years							78			-			628			706
Outstanding March 31, 2015		3,240,000			17.62		27,505			218,750			1,086			28,591
Exercisable at March 31, 2015		3,046,666								-
	Options			Weighted Average  Exercise Price ($)		Amortized Value of options ($000’s)			RSUs			Amortized Value of RSUs ($000’s)			Stock-based Compensation ($000’s)
Outstanding January 1, 2014		2,925,000			21.11		26,734			235,000			84			26,818
Granted		700,000			10.36		111									111
Exercised option or vested RSU		-			-		-			-			-			-
Expired		(25,000	)		21.88		(312	)		-			-			(312	)
Amortized value of stock based compensation																-
granted in prior years		-			-		1,192			-			633			1,825
Outstanding March 31, 2014		3,600,000			19.02		27,725			235,000			717			28,442
Exercisable at March 31, 2014		1,468,333								-

The outstanding share options at March 31, 2015 expire at various dates between December 2015 and June 2019.  A summary of options outstanding, their remaining life and exercise prices as at March 31, 2015 is as follows:

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		Options Outstanding			Options Exercisable
Exercise price		Number		Remaining	Number
		outstanding		contractual life	Exercisable
$	29.75		495,000	9 months		395,000
$	30.42		150,000	1 year		150,000
$	21.98		545,000	1 years 8 months		545,000
$	21.54		10,000	1 years 11 months		10,000
$	14.70		100,000	2 years 3 months		100,000
$	17.32		180,000	2 years 5 months		180,000
$	17.52		155,000	2 years 8 months		155,000
$	12.60		705,000	2 years 11 months		678,333
$	12.91		100,000	3 years 2 months		33,333
$	8.00		50,000	3 years 9 months		50,000
$	10.36		700,000	4 years		700,000
$	9.72		50,000	4 years 3 months		50,000
			3,240,000			3,046,666

10. Fair value of financial assets and liabilities

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value.

Level 1: Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (for example, interest rate and yield curves observable at commonly quoted intervals, forward pricing curves used to value currency and commodity contracts, volatility measurements used to value option contracts and observable credit default swap spreads to adjust for credit risk where appropriate), or inputs that are derived principally from or corroborated by observable market data or other means.

Level 3: Inputs are unobservable (supported by little or no market activity).

The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs.

The Company’s financial assets and liabilities as at September 30, 2014 and December 31, 2013 are cash and cash equivalents, short-term deposits, amounts receivable,  available-for-sale investments, and accounts payable and accrued liabilities. Other than investments, the carrying values approximate their fair values due to the immediate or short-term maturity of these financial instruments and are classified as a Level 1 measurement. The Company’s available-for-sale investments are measured at fair value based on quoted market prices.

The Company's financial risk exposures and the impact on the Company's financial instruments are summarized below:

Credit Risk

The Company's credit risk is primarily attributable to short-term deposits, and receivables included in amounts receivable and prepaid expenses. The Company has no significant concentration of credit risk arising from operations. Short-term deposits consist of Canadian Schedule I bank guaranteed notes, with terms up to one year but are cashable in whole or in part with interest at any time to maturity, for which management believes the risk of loss to be remote. Management believes that the risk of loss with respect to financial instruments included in amounts receivable and prepaid expenses to be remote.

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Liquidity Risk

The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at March 31, 2015, the Company had a cash and cash equivalents and short-term deposits balance of $4.8 million (December 31, 2014 - $6.3 million) for settlement of current liabilities of $3.8 million, excluding the flow-through share premium. The Company is committed to spend $2.3 million on qualifying exploration expenditures in fulfillment of the July 2014 flow-through financing. The short-term deposits are in various guaranteed investment securities with maturities to July 2015 but are redeemable, in whole or in part, with interest at any time to maturity.  All of the Company's current financial liabilities have contractual maturities of 30 days and are subject to normal trade terms.

Market Risk

(a) Interest Rate Risk

The Company has cash balances and no interest-bearing debt. The Company's current policy is to invest excess cash in Canadian bank guaranteed notes (short-term deposits). The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks.  The short-term deposits can be cashed in at any time and can be reinvested if interest rates rise.

(b) Foreign Currency Risk

The Company's functional currency is the Canadian dollar and major purchases are transacted in Canadian and US dollars.  The Company funds certain operations, exploration and administrative expenses in the United States on a cash call basis using US dollar currency converted from its Canadian dollar bank accounts held in Canada. Management believes the foreign exchange risk derived from currency conversions is not significant to its operations and therefore does not hedge its foreign exchange risk.

(c) Investment Risk

The Company has investments in other publicly listed exploration companies which are included in investments.  These shares were received as option payments on certain exploration properties the Company owns. In addition, the Company holds $2 million in a gold exchange traded receipt that is recorded on the statement of financial position in investments.  The risk on these investments is significant due to the nature of the investment but the amounts are not significant to the Company.

11. Corporate and administrative expenses

($000’s)	March 31, 2015		March 31, 2014
Employee compensation		1,115		614
Stock-based compensation		706		1,937
Professional fees		167		25
General and administrative		493		512
		2,481		3,088

12. Income taxes

The Company recognized an income tax recovery of $32,000 (2014- $525,000 expense) reflecting a deferred tax recovery arising from the loss in the current quarter offset partially by the deferred tax expenses arising due to the renouncement of expenditures related to the 2014 flow through shares, which are capitalized for accounting purposes.

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13. Related party disclosures

During the three months ended March 31, 2015, a private company controlled by an officer was paid $35,400 (2014 - $34,000) for legal services rendered. These transactions were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

14. Subsequent events

Subsequent to March 31, 2015, the Company issued 1,610,000 flow-through common shares at $10.17 per share for gross proceeds of $16,373,700. Also subsequent to March 31, 2015 62,500 RSUs vested and were exchanged for common shares of the Company and 475,000 options to purchase common shares of the Company were granted to members of the Board of Directors. The options are subject to shareholder approval.

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EX-99.2

EXHIBIT 99.2

SEABRIDGE GOLD INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED

MARCH 31, 2015

SEABRIDGE GOLD INC.

Management’s Discussion and Analysis

The following is a discussion of the results of operations and financial condition of Seabridge Gold Inc. (the “Company”) and its subsidiary companies for the three months ended March 31, 2015 and 2014. This report is dated May 12, 2015 and should be read in conjunction with the unaudited condensed consolidated interim financial statements for the same period and the Management’s Discussion and Analysis and the audited consolidated financial statements for the year-ended December 31, 2014.  The Company also published an Annual Information Form filed on SEDAR at www.sedar.com, and the Annual Report on Form 40-F filed on EDGAR at www.sec.gov/edgar.shtml, both for the year ended December 31, 2014.  Other corporate documents are also available on SEDAR and EDGAR as well as the Company’s website www.seabridgegold.net.  As the Company has no operating project at this time, its ability to carry out its business plan rests with its ability to sell projects or to secure equity and other financings.  All amounts contained in this document are stated in Canadian dollars unless otherwise disclosed.

Company Overview

Seabridge Gold Inc. is an exploration stage company engaged in the acquisition and exploration of gold properties located in North America.  The Company is designed to provide its shareholders with exceptional leverage to a rising gold price.  The Company’s business plan is to increase its gold ounces in the ground but not to go into production on its own.  The Company will either sell projects or participate in joint ventures towards production with major mining companies.  During the period 1999 through 2002, when the price of gold was lower than it is today, Seabridge acquired 100% interests in eight advanced-stage gold projects situated in North America. Seabridge’s principal projects include the KSM (Kerr-Sulphurets-Mitchell) property located in British Columbia and the Courageous Lake property located in the Northwest Territories. Seabridge’s common shares trade in Canada on the Toronto Stock Exchange under the symbol “SEA” and in the United States on the New York Stock Exchange under the symbol “SA”.

Results of Operations

The Company incurred a net loss for the three months ended March 31, 2015 of $2.5 million or $0.05 per share which compares to a net loss of $2.4 million or $0.05 per share in the comparative period ended March 31, 2014.

In the current quarter ended March 31, 2015, the majority of the losses incurred relate to corporate and administrative charges and impairments to the Company’s mineral properties and investments. The marginally increased loss in the current three month period, versus the comparable period of 2014, was mainly attributable to the impairment recognized on the Company’s mineral property holdings but was offset somewhat by a reduction in corporate and administrative charges and in the recording of a recovery of deferred income tax versus deferred tax expense in 2014.

General and administrative costs in the current quarter of $2.5 million are 20% lower than the comparable quarter of 2014 ($3.1 million). Although cash compensation increased by $0.5 million, reflecting the award of bonuses to certain members of senior management, stock based compensation, driven by the reduced amortization of the fair value of options and RSUs granted in previous years, reduced overall compensation by $0.7 million. The fair value of stock options, granted in the first quarter of 2014, and restricted share units (RSU), granted at the end of 2013, were amortized over a relatively condensed service period and the majority of those costs were incurred prior to the start of the current quarter. Other corporate and administrative costs remained relatively comparable quarter over quarter.

The Company recognized $0.4 million of other income in the current quarter (2014 - $1.0 million) related to the amortization of flow-through share premium recorded on a financing completed in July 2014, at which time, the Company issued 1,150,000 flow-through common shares, at $12.00 per share, raising gross proceeds of $13.8 million. The purchase price represented a 29% premium over the market price of the Company’s shares on that date. The Company committed to renounce its ability to deduct qualifying exploration expenditures for the equivalent value of the gross proceeds of the financings and transfer the deductibility to the purchasers of the flow-through shares. The effective date of the renouncement was December 31, 2014. The calculated premium of $3.1 million was initially recognized as a liability on the statement of financial position and the balance was recorded as share capital. Based on qualifying expenditures made in the current quarter $0.4 million of the premium was recognized through other income. $2.2 million of the premium had been recognized in income in 2014 and the remaining premium of $0.5 million is expected to be recognized in the remainder of 2015. In the comparable period of 2014, $1.0 million of other income was recognized on a portion of the premium calculated on the 1,500,000 flow-through common share financing completed at the end of 2013. The common shares were issued at $11.17 per share, representing a 46.6% premium over the market price of the Company’s shares on that date and a premium calculated of $5.3 million was recognized. The Company had incurred certain qualifying expenditures in the quarter ended March 31, 2014 and that proportion of the premium was recognized through the statement of operations.

In the current quarter, the Company was notified that the remaining option on one of its Nevada projects, Castle Black Rock, would be discontinued. The Company determined that the recoverability of the carrying costs was impaired and charged the statement of operations $0.4 million (2014 – nil), writing off the remaining carrying cost of the Nevada projects.

The Company continues to hold investments in common shares of several mining companies that were received as consideration for optioned mineral properties, and other short-term investments, including one gold exchange traded receipt. These available for sale financial assets are recorded at fair value on the statements of financial position. The Company also holds one investment in an associate and recognized $62,000 (2014 - $0.4 million) of gains related to the inclusion of its proportionate share of the associate’s net income and realized a small gain ($17,000) on the disposition of some of its available-for-sale investments. At March 31, 2015, the Company determined that the recoverability of the investment in associate and some of its available-for-sale investments was impaired and recorded a $0.2 million (2014 - $0.3 million) charge to the statement of operations.

In the current quarter, the Company recognized an income tax recovery of $32,000 (2014 - $0.5 million) reflecting a deferred tax recovery arising from the loss in the current quarter offset partially by the deferred tax expenses arising due to the renouncement of expenditures related to the 2014 flow through shares, which are capitalized for accounting purposes.

Quarterly Information

Selected financial information for the first quarter of 2015 and each of the previous seven fiscal quarters:

	1st Quarter Ended March 31, 2015			4th Quarter Ended December 31, 2014			3rd Quarter Ended September 30, 2014			2nd Quarter Ended June 30, 2014
Quarterly operating results ($000's)
Revenue		-			-			-			-
Loss for period		(2,474	)		(3,972	)		(2,834	)		(3,775	)
Basic loss per share		(0.05	)		(0.08	)		(0.06	)		(0.08	)
Diluted loss per share		(0.05	)		(0.08	)		(0.06	)		(0.08	)

	1st Quarter Ended March 31, 2014			4th Quarter Ended December 31, 2013			3rd Quarter Ended September 30, 2013			2nd Quarter Ended June 30, 2013
Quarterly operating results ($000's)
Revenue		-			-			-			-
Loss for period		(2,442	)		(2,447	)		(2,045	)		(5,679	)
Basic loss per share		(0.05	)		(0.05	)		(0.04	)		(0.13	)
Diluted loss per share		(0.05	)		(0.05	)		(0.04	)		(0.13	)

Significant activities in the first quarter of 2015 included assessing the results of the 2014 follow–up exploration and drilling program at Deep Kerr and the initial drilling and exploration of Iron Cap Lower Zone. The analysis pointed to a 52% resource expansion at Deep Kerr culminating in a total estimated inferred resource of 782 million tonnes, averaging 0.54% copper and 0.33 g/t gold, and containing an estimated 8.2 million ounces of gold and 9.3 billion lbs. of copper. At Iron Cap Lower Zone, analysis of the 21 drill holes completed in the 2014 drilling program demonstrated an estimated 164 million tonne inferred resource averaging 0.59 g/T gold and 0.27% copper (3.1 million ounces of gold and 961 million lbs. of copper).  

Costs associated with the KSM exploration and drilling program are expected to increase in the second quarter and second half of 2015 as the Company commences and carries out its planned exploration and drilling programs.

Mineral Interest Activities

During the three months ended March 31, 2015, the Company incurred expenditures of $2.4 million on mineral interests compared to $4.0 million in the comparable 2014 period.

In both the current and comparable period of 2014, the majority of the spending of $2.3 million (2014 - $3.9 million) was incurred on the KSM project. These costs were incurred to analyze the results of the 2014 drilling and exploration program and prepare for the 2015 program as well as co-ordinate the work of the independent geotechnical review board established to review and consider the structural stability and integrity of the project's tailings management facility and water storage dam. In the next three fiscal quarters, costs are expected to increase significantly as the 2015 drilling program at KSM commences in late May. The 2015 exploration program is designed to drill test for a high grade core at the Mitchell deposit, expand both the length and width of block cave shapes that confine the current inferred resource estimate at Deep Kerr and expand the yet undetermined limits of the deposit at Iron Cap Lower Zone.

At Courageous Lake the Company spent $0.1 million in the current quarter (2014 - $0.1 million) mostly relating to project carrying costs. The Company is not planning a 2015 exploration program and costs are not expected to increase over the next three quarters.

Liquidity and Capital Resources

The Company’s working capital position, at March 31, 2015, excluding the flow-through share premium, was $8.6 million down from $12.5 million at December 31, 2014. Cash and short-term deposits at March 31, 2015 totaled $4.8 million. In the current quarter the Company received $4.1 million related to a mineral exploration tax credit applied for at the end of 2014. Cash resources have nonetheless diminished since the year-end as the Company incurred exploration expenditures on the KSM project and corporate and administrative costs. Also in the current quarter, the Company announced a $16.4 million private placement flow-through financing that closed, subsequent to the quarter end, on April 7, 2015.

During the three months ended March 31, 2015, operating activities, including working capital adjustments, utilized $3.2 million compared to $2.5 million in the comparable quarter of 2014. Cash expenditures on mineral interests of $2.4 million decreased from the comparable quarter of 2014 when the Company incurred $4.0 million.

For remaining fiscal 2015, the Company will continue to focus on advancing the KSM Project and evaluate opportunities to either sell or joint venture the project with a major mining company. The Company also continues to dispose of certain non-core assets in Canada and the USA and as part of an agreement with IDM, to option its 100% interest in the Red Mountain project, IDM must pay the Company $1 million before the end of 2015.

Outlook

For the remainder of 2015, the Company will commence and complete its planned exploration and drill program at KSM and continue to seek opportunities to either sell or joint venture one or both of its principal projects. A joint venture arrangement with a major mining partner would enable the Company to move the projects closer toward production.

Funds derived from the $16.4 million flow-through financing completed subsequent to the quarter end and funds expected to be derived from the optioning of non-core assets or the disposition of investments will be utilized to complete the Company’s plans.

Internal Controls Over Financial Reporting

The Company’s management under the supervision of the Chief Executive Officer and Chief Financial Officer are responsible for designing internal controls over financial reporting or causing them to be designed under their supervision in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

Changes to Internal Controls Over Financial Reporting

There was no change in the Company’s internal controls over financial reporting that occurred during the period January 1, 2015 to March 31, 2015 that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

Disclosure Controls and Procedures

Disclosure controls and procedures have been designed to provide reasonable assurance that all relevant information required to be disclosed by the Company is accumulated and communicated to senior management as appropriate to allow timely decisions regarding required disclosure. The Company’s Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation of the design and operating effectiveness of the disclosure controls and procedures as of March 31, 2015, are appropriately designed. These disclosure controls and procedures provide reasonable assurance that material information is made known to them by others within the Company.

Limitations of controls and procedures

The Company’s management, including the President and Chief Executive Officer and Chief Financial Officer, believe that any internal controls over financial reporting and disclosure controls and procedures, no matter how well designed, can have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance that the objectives of the control system are met.

Shares Issued and Outstanding

At May 12, 2015, the issued and outstanding common shares of the Company totaled 50,275,126. In addition, there were 3,240,000 stock options granted and outstanding and 153,750 RSUs outstanding. Assuming the exercise of all outstanding options and RSUs, there would be 53,668,876 common shares issued and outstanding.

Related Party Transactions

During the three months ended March 31, 2015, a private company controlled by an officer was paid $35,400 (2014 - $34,000) for legal services rendered.  These transactions were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

Subsequent events

Subsequent to March 31, 2015, the Company issued 1,610,000 flow-through common shares at $10.17 per share for gross proceeds of $16,373,700. Also subsequent to March 31, 2015 62,500 RSUs vested and were exchanged for common shares of the Company and 475,000 options to purchase common shares of the Company were granted to members of the Board of Directors. The options are subject to shareholder approval.

Recent Accounting Standards and Interpretations Not Yet Applied

New standards and amendments to standards and interpretations that are relevant to the Company and effective for annual periods beginning on or after January 1, 2016, that have not been applied in preparing these financial statements are:

IFRS 9, Financial instruments (“IFRS 9”) introduces new requirements for classification and measurement of financial assets, additional changes to financial liabilities and a new general hedge accounting standard. The mandatory effective date is for annual periods beginning on or after January 1, 2018. Early adoption is permitted and the new standard must be applied retrospectively, with some exceptions. The Company has not adopted IFRS 9 early in its financial statements for the annual period beginning on January 1, 2015.

IFRS 11, Accounting for Acquisitions of Interests in Joint Operations (Amendments to IFRS 11). The amendments require business combination accounting to be applied to acquisitions of interests in a joint operation that constitute a business and apply prospectively for annual periods beginning on or after January 1, 2016. The Company intends to adopt the amendments to IFRS 11 in its financial statements for the annual period beginning on January 1, 2016. The Company does not expect the amendments to have a material impact on the financial statements.

IFRS 15, Revenue from contracts with customers (“IFRS 15”) proposes to replace IAS 18 Revenue, IAS 11 Construction contracts, and some revenue-related interpretations. The standard contains a single model that applies to contracts with customers and two approaches to recognizing revenue at either a point in time or over time. The model features a five-step analysis of transactions to determine when and how much revenue should be recognized. New estimates and judgmental thresholds were introduced, which may affect the amount and/or timing of revenue recognized. The Company intends to adopt IFRS 15 in its financial statements for the annual period beginning on January 1, 2017. The Company does not expect the standard will have a material impact on the financial statements upon adoption.

IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets (Amendments to IAS 16 and IAS 38). The amendments made to IAS 16 state that revenue-based methods of depreciation cannot be used for property, plant and equipment and the amendments in IAS 38 introduce the supposition that the use of revenue-based amortization methods for intangible assets is inappropriate. The Company intends to adopt the amendments to IAS 16 and IAS 38 in its financial statements for the annual period beginning on January 1, 2016. The Company does not expect the amendments will have a material impact on the financial statements upon adoption.

Risks and Uncertainties

The risks and uncertainties are discussed within the Company’s most recent Annual Information Form filed on SEDAR at www.sedar.com, and the Annual Report on Form 40-F filed on EDGAR at www.sec.gov/edgar.shtml.

Critical Accounting Estimates

Critical accounting estimates used in the preparation of the consolidated financial statements include the Company’s estimate of recoverable value of its mineral properties and related deferred exploration expenditures, the value of stock-based compensation, asset retirement obligations and deferred income tax.  All of these estimates involve considerable judgment and are, or could be, affected by significant factors that are out of the Company’s control.

The factors affecting stock-based compensation include estimates of when stock options and compensation warrants might be exercised and the stock price volatility.  The timing for exercise of options is out of the Company’s control and will depend upon a variety of factors, including the market value of the Company’s shares and financial objectives of the stock-based instrument holders.  The Company used historical data to determine volatility. However, the future volatility is uncertain.

The recoverability of the carrying value of mineral properties and associated deferred exploration expenses is based on market conditions for minerals, underlying mineral resources associated with the properties and future costs that may be required for ultimate realization through mining operations or by sale.  The Company is in an industry that is dependent on a number of factors including environmental, legal and political risks, the existence of economically recoverable reserves, the ability of the Company and its subsidiaries to obtain necessary financing to complete the development, and future profitable production or the proceeds of disposition thereof.

The provision for asset retirement obligations is the best estimate of the present value of the future costs of reclaiming the environment that has been subject to disturbance through exploration activities or historical mining activities. The Company uses assumptions and evaluates technical conditions for each project that have inherent uncertainties, including changes to laws and practices and to changes in the status of the site from time-to-time. The timing and cost of the rehabilitation is also subject to uncertainty. These changes, if any, are recorded on the statement of financial position as incurred.

The Company has net assets in Canada and the United States and files corporate tax returns in each. Deferred tax liabilities are estimated for tax that may become payable in the future. Future payments could be materially different from our estimated deferred tax liabilities. We have deferred tax assets related to non-capital losses and other deductible temporary differences. Deferred tax assets are only recognized to the degree that it shelters tax liabilities or when it is probable that we will have enough taxable income in the future to recover them.

Forward Looking Statements

The consolidated financial statements and management’s discussion and analysis contain certain forward-looking statements relating but not limited to the Company’s expectations, intentions, plans and beliefs. Forward-looking information can often be identified by forward-looking words such as “anticipate”, “believe”, “expect”, “goal”, “plan”, “intend”, “estimate”, “may” and “will” or similar words suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. Forward-looking information may include reserve and resource estimates, estimates of future production, unit costs, costs of capital projects and timing of commencement of operations, and is based on current expectations that involve a number of business risks and uncertainties. Factors that could cause actual results to differ materially from any forward-looking statement include, but are not limited to, failure to establish estimated resources and reserves, the grade and recovery of ore which is mined varying from estimates, capital and operating costs varying significantly from estimates, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects and other factors. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from expected results.

Potential shareholders and prospective investors should be aware that these statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those suggested by the forward-looking statements. Shareholders are cautioned not to place undue reliance on forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and various future events will not occur. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking information whether as a result of new information, future events or other such factors which affect this information, except as required by law.

EX-99.3

EXHIBIT 99.3

 

News Release

Trading Symbols:	TSX: SEA	For Immediate Release
	NYSE: SA	May 14, 2015

Seabridge Gold Files First Quarter Financial Statements and MD&A

Toronto, Canada…Seabridge Gold reported today that it has filed its Financial Statements and Management’s Discussion and Analysis for the three months ended March 31, 2015 on SEDAR.

The Company incurred a net loss for the three months ended March 31, 2015 of $2.5 million or $0.05 per share compared to a net loss of $2.4 million or $0.05 per share in the comparative period ended March 31, 2014. In the first quarter of 2015, the Company spent $2.4 million on the KSM project analyzing the results of the 2014 drilling and exploration program and preparing for the 2015 program as well as co-ordinating the work of the independent geotechnical review board established to review and consider the structural stability and integrity of the project's proposed tailings management facility and water storage dam. Subsequent to the quarter end, the Company closed a $16.4 million private placement of flow-through shares, substantially enhancing the working capital position.

To view the March 31, 2015 interim financial statements and management’s discussion and analysis on the Company’s website, please see: www.seabridgegold.net/sharefinrep.php

The Company’s principal assets are the 100% owned KSM property located near Stewart, British Columbia, Canada and the 100% owned Courageous Lake gold project located in Canada’s Northwest Territories. For a breakdown of Seabridge’s mineral resources by project and resource category please visit the Company’s website atwww.seabridgegold.net/resources.php.

All resource estimates reported by the Corporation were calculated in accordance with the Canadian National Instrument 43-101 and the Canadian Institute of Mining and Metallurgy Classification system. These standards differ significantly from the requirements of the U.S. Securities and Exchange Commission. Mineral resources which are not mineral reserves do not have demonstrated economic viability.

ON BEHALF OF THE BOARD

"Rudi Fronk"

Chairman & C.E.O.

For further information please contact:

Rudi P. Fronk, Chairman and C.E.O.

Tel: (416) 367-9292   ·  Fax: (416) 367-2711

Email:  info@seabridgegold.net