40-F/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F/A
Amendment No. 1

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2019

Commission file number: 001-32135

Seabridge Gold Inc.

(Exact name of Registrant as specified in its charter)

Canada	1040	Not Applicable
(Province or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

106 Front Street East, Suite 400

Toronto, Ontario Canada M5A 1E1

(416) 367-9292

(Address and telephone number of Registrant’s principal executive offices)

Corporation Service Company

1180 Sixth Avenue

New York, New York 10036

(212) 299-5656

(Name, address and telephone number of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares	SA	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)

For annual reports, indicate by check mark the information filed with this form: 

☒ Annual Information Form                       ☒ Audited Annual Financial Statements

Indicate the number of outstanding shares of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 63,510,487 Common Shares (as at December 31, 2019). 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐ 

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. 

This Form 40-F/A shall be incorporated by reference into or as an exhibit to, as applicable, the Registrant’s Registration Statements under the Securities Act of 1933, as amended: Form F-10 (File No. 333-229373) and Form S-8 (File No. 333-211331).

EXPLANATORY NOTE

Seabridge Gold Inc. (the “Registrant” or “we” or “us”) is a Canadian issuer eligible to file its annual report pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F (“Form 40-F”) pursuant to the multi-jurisdictional disclosure system of the Exchange Act. We are a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Accordingly, our equity securities are exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.

This Amendment No. 1 to the Annual Report on Form 40-F (“Amendment No. 1”) amends the Annual Report on Form 40-F of Seabridge Gold Inc. for the year ended December 31, 2019, which was originally filed with the U.S. Securities and Exchange Commission on March 30, 2020 (the “Original Annual Report”). This Amendment No. 1 is being filed solely to include Exhibit 23.12 the Consent of SRK Consulting (Canada) Inc. and Stephen Day.

Except as described above, the Original Annual Report remains unchanged. This Amendment No. 1 does not reflect events occurring after the filing of the Original Annual Report, or modify or update those disclosures. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Annual Report.

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SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F/A and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

Seabridge Gold Inc.
By:	/s/ Rudi P. Fronk
	Rudi P. Fronk
	Chairman and Chief Executive Officer

Date: April 3, 2020

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EXHIBITS

Consents

Exhibit No.	Description
23.1	Consent of KPMG LLP, Independent Registered Public Accounting Firm**
23.2(a)	Consent of Tetra Tech Inc. and John Huang**
23.2(b)	Consent of Tetra Tech Inc. and Sabry Abdel Hafez**
23.2(c)	Consent of Tetra Tech Inc. and Hassan Ghaffari and Kevin Jones**
23.2(d)	Consent of Tetra Tech Inc. and Nigel Goldup**
23.3	Consent of Moose Mountain Technical Services and J. H. Gray**
23.4	Consent of W.N. Brazier Associates Inc. and Neil Brazier**
23.5	Consent of ERM Consultants Canada Ltd. and Rolf Schmitt**
23.6	Consent of Klohn Crippen Berger Ltd. and J. Graham Parkinson**
23.7	Consent of Resource Modeling Inc. and Michael Lechner**
23.8	Consent of McElhanney Consulting Services Ltd. and Robert W. Parolin**
23.9	Consent of BGC Engineering Inc. and Derek Kinakin**
23.10(a)	Consent of Golder Associates Ltd. and Ross D. Hammett**
23.10(b)	Consent of Golder Associates Ltd. and Albert Victor Chance**
23.11	Consent of Wood Canada Limited and Greg Gosson**
23.12	Consent of SRK Consulting (Canada) Inc. and Stephen Day*
23.13	Consent of William Threlkeld**

Certifications

31.1	Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**
31.2	Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

Annual Information

99.1	Annual Information Form for the year ended December 31, 2019**
99.2	Audited Financial Statements for the year ended December 31, 2019**
99.3	Management’s Discussion and Analysis for the year ended December 31, 2019**
101.INS	XBRL Instance Document**
101.SCH	XBRL Taxonomy Extension Schema Document**
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB	XBRL Taxonomy Extension Label Linkbase Document**
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document**

* Filed herewith.

** Previously filed.

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EX-23.12

Exhibit 23.12

SRK Consulting (Canada) Inc.

March 31, 2020

TO: Seabridge Gold Inc.
United States Securities and Exchange Commission

Re: Seabridge Gold Inc. (the “Company”)
Consent of Expert

Ladies and Gentlemen:

Reference is made to the following report:

● Courageous Lake Prefeasibility Study dated as of September 5, 2012 and revised and reissued November 11, 2014 (the “Report”)

In connection with the Company’s Annual Report on Form 40-F (the “40-F”), to be filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended, I, Stephen Day, M.Sc., P.Geo., on behalf of myself and SRK Consulting (Canada) Inc., hereby:

1. consent to the public filing of the Report and the use of any extracts from or a summary of the Report in the 40-F;

2. consent to the use of my name and SRK Consulting (Canada) Inc.’s name and references to the Report, or portions thereof, in the 40-F and to the inclusion or incorporation by reference of information derived from the Report in the 40-F;

3. confirm that I have read the 40-F and that it fairly and accurately represents the information in the sections of the Report for which I am responsible; and

4. confirm that I have read the 40-F and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Report or that are within my knowledge as a result of the services performed by me in connection with the Report.

Yours truly,

/s/ Stephen Day

Stephen Day, M.Sc., P.Geo.