Exhibit 99.2

SEABRIDGE GOLD INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

THIRD QUARTER ENDED

SEPTEMBER 30, 2022

SEABRIDGE GOLD INC.

Management’s Discussion and Analysis

This management’s discussion and analysis (“MD&A”) of Seabridge Gold Inc. (“Seabridge” or the “Company”) and its subsidiary companies, dated November 14, 2022, is intended to supplement and complement the unaudited condensed consolidated interim financial statements and related notes (“consolidated interim financial statements”) as at and for the three and nine months ended September 30, 2022. It should be read in conjunction with the Company’s audited annual consolidated financial statements and annual management’s discussion and analysis for the year ended December 31, 2021, and the 2021 Annual Information Form filed on SEDAR at www.sedar.com. Other corporate documents are also available on SEDAR and EDGAR as well as the Company’s website www.seabridgegold.com. As the Company has no operating projects 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 stated.

The consolidated interim financial statements for the three and nine months ended September 30, 2022 and the comparative period 2021 have been prepared by the Company in accordance with IAS 34, Interim Financial Reporting.

Company Overview

Seabridge Gold Inc. is a company engaged in the acquisition and exploration of mineral properties, with an emphasis on gold resources, located in North America. The Company’s objective is to provide its shareholders with exceptional leverage to a rising gold price and the returns from significant copper resources it has acquired. The Company’s business plan is to increase its mineral resources in the ground, through exploration, but not to go into production on its own. The Company intends to sell projects or participate in joint ventures towards production with major mining companies. Since inception in 1999, Seabridge has acquired interests in numerous advanced-stage gold projects situated in North America and its principal projects include the KSM property located in British Columbia and the Courageous Lake property located in the Northwest Territories. The Company also holds a 100% interest in the Iskut Project in British Columbia and the Snowstorm Project in Nevada. In 2020, the Company purchased its 100% interest in the 3 Aces gold project in Yukon and acquired the East Mitchell property, adjacent to the KSM project, in British Columbia. Although focused on gold exploration, the Company has made significant copper discoveries, in particular, at KSM. 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”.

During the current quarter ended September 30, 2022, the Company announced Jay Layman retired as President and COO. Mr. Layman, however, will continue to serve as a Director of the Company and will assist in the transitioning and mentoring of two new officer appointments: Ryan Hoel, P.E., as Senior VP, Chief Operating Officer and Melanie Miller as VP, Chief Sustainability Officer. Mr. Hoel joined the Company in September 2021 as VP, Projects and since that time has led the Substantially Started activities at KSM. Ms. Miller joined the Company, as a Director, in June 2020, and has served as the Chairperson of the Company’s Sustainability Committee since its inception. With her new management role, Ms. Miller will step down as Chairperson of the Sustainability Committee, with Mr. Layman taking on the responsibility. Ms. Miller will remain a director of the Company.

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Results of Operations

During the current quarter, the Company recorded net earnings of $5.0 million, or $0.06 per share, on both a basic and diluted basis. During the comparative period in 2021 the Company recorded net loss of $0.8 million, or $0.01 per share, on both a basic and diluted basis.

During the nine months ended September 30, 2022, the Company recorded net earnings of $17.9 million, or $0.22 per share, on both basic and diluted basis. During the comparative period in 2021, the Company recorded net earnings of $9.4 million, or $0.12 per share, on both a basic and diluted basis.

During the three and nine months ended September 30, 2022, unrealized change in fair value of the Company’s secured note liability was the most significant item contributing to net earnings, partially offset by corporate and administrative expenses, finance costs, stock-based compensation, and income taxes. These items are discussed further below.

During the current quarter, the fair value of the secured note liability, issued on March 24, 2022, decreased by $27.2 million, and the Company recorded a $24.9 million gain, primarily related to the increase in risk-free interest rates and changes in future silver prices. Also, the Company recorded $2.3 million of the gain within other comprehensive income (loss) related to changes in credit spreads. In the current quarter, risk free interest rates and credit spreads increased by 0.3% and reduced the net present value of the interest commitment and the silver royalty embedded in the secured note.

Since the issuance on March 24, 2022, the fair value of the secured note liability decreased by $82.3 million of which the Company recorded $56.5 million gain through profit or loss, and $25.9 million through other comprehensive income (loss).

The Company measures the fair value of its secured note liability using a Monte Carlo simulation model. Significant inputs and assumptions into this model are summarized in the following table.

Inputs and Assumption	March 24, 2022			September 30, 2022
Weighted Average Life1		23.5 years			44.7 years
Risk-free rate		2.5	%		3.2	%
Credit spread		5.2	%		6.4	%
Volatility		60	%		60	%
Silver royalty discount factor		7.1	%		8.6	%

1) Weighted average life reflects the revised silver forecast production schedule contained in the recently filed KSM updated Preliminary Feasibility Study (PFS) and Preliminary Economic Assessment (PEA) for the KSM project, discussed below.

The fair value of the secured note was estimated using Level 3 inputs and is most sensitive to changes in silver prices and forecasted silver production.

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During the second quarter of 2021, the Company disposed of its residual interests in its previously owned Red Mountain project located in northwestern British Columbia, for cash proceeds of US$18 million and recorded a gain of $21.9 million through the statement of operations and comprehensive earnings (loss) in that period. The capitalized costs incurred and accumulated while the Company held the project had previously been recovered through option and acquisition payments and the residual interest in the project had no carrying value.

During the current quarter, corporate and administrative expenses increased by $1.2 million, from $1.8 million in the third quarter in 2021 to $3.0 million. The increase was mainly due to higher cash compensation, and professional fees and other general and administrative expenses incurred during the current quarter, further discussed below.

Cash compensation increased by $0.4 million, from $1.0 million in the third quarter of 2021 to $1.4 million in the current quarter. Higher cash compensation mainly related to a recent and continuing increase in non-project personnel. Professional fees and other general and administrative expenses increased by $0.6 million, from $0.8 million in the third quarter in 2021 to $1.4 million in the current quarter. The increase was mainly related to an increase in external consulting costs and travel costs as pandemic related restrictions have eased over the course of the year.

During the nine months ended September 30, 2022, corporate and administrative expenses increased by $1.9 million, from $8.6 million in 2021 to $10.5 million in 2022. The increase was mainly due to higher cash compensation, and higher professional fees and other general and administrative expenses, partially offset by lower stock-based compensation (discussed below).

Cash compensation increased by $0.9 million, from $3.0 million during the nine months ended September 30, 2021, to $3.9 million during the comparative period in 2022. The increased cash compensation mainly related to an increase in non-project headcount. Professional fees increased by $0.5 million, from $1.0 million during the nine months ended September 30, 2021, to $1.5 million during the comparative period in 2022. The increase mainly related to the costs associated with the implementation of a new ERP system, the Company wide risk assessment review, and sustainability reporting. Other general and administrative expenses increased by $0.7 million, from $1.6 million during the nine months ended September 30, 2021, to $2.3 million during the comparative period in 2022. The increase was mainly related to increased external consulting costs and travel. The Company anticipates that personnel numbers and related remuneration will continue to increase slightly for the remainder of 2022 but not as significantly as has been the case for the first nine months of the year.

The Company has, since 2019, refocused the compensation practices away from issuing a combination of stock options and RSUs to only issuing restricted share units (RSUs). During the nine months ended September 30, 2022, stock-based compensation expense, related to RSUs, decreased by $0.2 million, from $2.9 million during the nine months ended September 30, 2021, to $2.7 million during the comparative period in 2022. The decrease was mainly due to the fact that the RSUs granted in December 2020 and expensed in 2021, had a higher grant date fair value when compared to the RSUs granted during 2021 and expensed in 2022.

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To the year ended December 31, 2021, the Company had expensed all accumulated fair value associated with stock options as the service period related to the remaining outstanding options ended in that year. The Company’s stock-based compensation expense related to stock options and restricted share units are illustrated on the following tables:

			($000s)
RSUs granted	Number of RSUs		Grant date fair value		Expensed in 2020		Expensed in 2021		Expensed in 2022		Balance to be expensed
December 16, 2020		135,450		3,413		487		2,926		-		-
June 24, 2021		10,000		222		-		-		141		81
September 01, 2021		20,000		454		-		75		170		209
September 07, 2021		10,000		229		-		36		86		107
October 01, 2021		10,000		195		-		24		73		98
December 13, 2021		123,800		2,622		-		437		2,185		-
						487		3,498		2,655		495

					($000s)
Options granted	Exercise price ($)		Number of options		Grant date fair value		Cancelled prior to 2020		Expensed prior to 2020		Expensed in 2020		Expensed in 2021		Balance to be expensed
June 24, 2015		9.00		475,000		5,774		149		1,266		4,359		-		-
December 14, 2017		13.14		605,000		4,303		-		4,085		218		-		-
October 11, 2018		16.94		50,000		421		-		334		87		-		-
December 12, 2018		15.46		568,000		4,719		-		3,383		1,328		8		-
June 26, 2019		17.72		50,000		416		-		168		248		-		-
								149		9,236		6,240		8		-

During the second quarter of 2022, all of the 123,800 RSUs, granted in mid-December 2021, vested upon the Company completing the 2021 exploration program, at Snowstorm, and have been exchanged for common shares of the Company. In December 2021, $0.4 million of the full fair value of $2.6 million, associated with those RSUs, was charged to the statement of operations and comprehensive loss and the remaining fair value of the grant of $2.2 million was charged to the statement of operations and comprehensive loss in the first and current quarter of 2022.

During the second quarter of 2021, 10,000 RSUs were granted to a Board member upon their appointment to the Board. Half of those RSUs vested in the second quarter of 2022, and the remaining half will vest on the second anniversary of their appointment. During the third quarter of 2021, a total of 40,000 RSUs were granted to three members of senior management. Half of those RSUs vested during the current quarter, and the remaining half will vest on the second anniversary of their appointment.

In the first six months of 2021, 135,450 RSUs, granted in 2020, fully vested to the holders upon the Company attaining pre-established vesting conditions and $2.9 million of fair value was expensed through the statement of operations and comprehensive loss.

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. During the three and nine months ended September 30, 2022, the Company recognized a decrease in fair value of investments of $0.02 million and $0.1 million, net of income taxes, respectively. During the three months ended September 30, 2021, the Company recognized an increase in the fair value of investments, net of income taxes, of $0.1 million. During the nine months ended September 30, 2021, the Company recognized a decrease in the fair value of investments, net of income taxes, of $0.4 million.

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The Company holds one investment in an associate that is accounted for on the equity basis. During the three and nine months ended September 30, 2022, the Company recognized $0.05 million and $0.1 million loss in investment in associate, respectively. During the comparative three and nine months ended September 30, 2021, the Company recognized $0.05 million and $0.14 million loss in investment in associate, respectively. Also, during the second quarter of 2022, the Company reviewed the recoverability of the investment in the associate and recorded an impairment of $0.9 million in the consolidated statement of operations and comprehensive loss.

During the three and nine months ended September 30, 2022, the finance costs amounted to $0.03 million and $3.4 million, respectively. The finance costs incurred during 2022 were primarily related to the secured note financing. During the comparative three and nine months ended September 30, 2021, the finance costs amounted to $0.05 million and $0.1 million, respectively.

During the three months ended September 30, 2022, the Company recognized $13.6 million of unrealized foreign exchange loss associated with the secured note, partially offset by $2.5 million on realized foreign exchange gain recognized mainly on US dollar denominated cash and short-term investments converted to Canadian dollars during the period. During the nine months ended September 30, 2022, the Company recognized $20.7 million of unrealized foreign exchange loss associated with the secured note, partially offset by $8.7 million realized foreign exchange gains recognized mainly on US dollar denominated cash and short-term investments converted to Canadian dollars during the period. During the comparative three and nine months ended September 30, 2021, the Company recognized a foreign exchange gain of $0.5 million and $0.1 million, respectively.

During the three and nine months ended September 30, 2022, the Company recognized income tax expense of $7.6 million and $13.8 million, respectively, primarily due to the deferred tax liability arising from the gain recognized on remeasurement of the fair value of the secured note liability, and from the renouncement of expenditures related to the June 2021 flow-through shares issued which are capitalized for accounting purposes. The income tax expense was partially offset by income tax recovery arising from the losses in the period. The income tax impact of the revaluation of the secured note liability that was recorded through other comprehensive income (loss) during the three and nine months ended September 30, 2022, of $0.6 million and $7.0 million respectively, was also recorded through other comprehensive income (loss).

During the comparative three and nine months ended September 30, 2021, the Company recognized income tax expense of $0.2 million and $5.0 million, respectively, primarily due to the deferred tax liability arising from the gain recognized on disposition of the Company’s residual interests in its previously owned Red Mountain project, and from the renouncement of expenditures related to the June 2020 flow-through shares issued which are capitalized for accounting purposes. The income tax expense was partially offset by income tax recovery arising from the losses in the period.

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Quarterly Information

Selected financial information for the last eight quarters ending September 30, 2022 is as follows:

	2022							2021											2020
(in thousands of Canadian dollars, except per share amounts)	Q3		Q2		Q1			Q4			Q3			Q2		Q1			Q4
Revenue		-				-			-			-			-		-			-
Earnings (loss) for the period		5,045		19,088		(6,281	)		(8,546	)		(822	)		14,548		(4,285	)		(12,653	)
Basic earnings (loss) per share		0.06		0.24		(0.08	)		(0.11	)		(0.01	)		0.19		(0.06	)		(0.18	)
Diluted earnings (loss) per share		0.06		0.24		(0.08	)		(0.11	)		(0.01	)		0.19		(0.06	)		(0.18	)

During the second and third quarter of 2022, the unrealized gain related to the change in the fair value of the secured note was $31.6 million and $24.9 million, respectively. In the first quarter 2022, the loss for the period included $2.3 million of stock-based compensation expense related to amortization of RSUs granted in December 2021 that were vested during the second quarter 2022. In the fourth quarter 2021, the loss included $5.4 million of rehabilitation expenses related to the Johnny Mountain Mine. In the second quarter 2021, net income included $21.9 million gain on disposition of interest in the Red Mountain project. In the first quarter 2021, the loss for the period included $2.9 million of stock-based compensation expense related to amortization of RSUs granted in December 2020 that were vested during the second quarter 2021.

In the fourth quarter 2020, the vesting period of certain stock options was re-estimated to reflect the purchase of the Snowfield property from Pretium Resources Inc. for $127.5 million. The purchase added 25.9 million ounces of gold and 3.0 billion pounds of copper in the measured and indicated categories of resources and alone increased the measured and indicated gold ounces at KSM by 51% and by 28% for copper. The estimated service period for those stock options was reset to the Snowfield property acquisition date, and $8.6 million stock-based compensation expense was recognized through the statement of operations and comprehensive income (loss) in the fourth quarter 2020.

Mineral Interests and Site Capture Activities

During the nine months ended September 30, 2022, the Company added an aggregate of $34 million of expenditures that were attributed to mineral interests. The breakdown of the mineral interests expenditures by project is illustrated on the following table:

($000s)	Amount	Percentage
KSM	23,281	68	%
Iskut	6,388	19	%
Snowstorm	2,632	8	%
+3 Aces	1,237	4	%
Courageous Lake	522	1	%
Total expenditures	34,060	100	%

During the current quarter, the Company’s main efforts and most significant spending were focused on its 2022 site capture and early infrastructure development activities that are designed to ensure that KSM’s Environmental Assessment Certificate (“EAC”) remains in good standing. During the current quarter, the Company also filed a full updated pre-feasibility study (“PFS”) for KSM. The full study included a preliminary economic assessment (“PEA”) for mineral resources at KSM, not included in the PFS resources. Results of the PFS and PEA are discussed below.

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On site capture activities, under the B.C. Environmental Assessment Act, a project’s EAC is subject to expiry if the project has not been substantially started (“Substantial Start”) by the deadline specified in the EAC. The expiry date for KSM’s EAC is July 29, 2026. However, if the B.C. Minister of Environment and Climate Change Strategy determines that a project has been Substantially Started on or before the before the deadline, the EAC remains in effect for the life of the project. The 2022 full year plan for site capture is approximately $150 million and is being funded by the proceeds of the US$225 million secured note issued in March 2022. Significant activities include road, bridge and camp construction, hydro installations, fish habitat offsetting programs and the acquisition and transport of construction equipment and vehicles.

The site capture expenditures during the nine months ended September 30, 2022 are illustrated below:

($000s)	Balance January 1, 2022		Expenditures 2022		Credits 20221			Net expenditures 2022		Balance September 30, 2022
Capital expenditure		30,024		106,927		(1,735	)		105,192		135,216
Capitalized borrowing costs		-		9,775		-			9,775		9,775
		30,024		116,702		(1,735	)		114,967		144,991

1) Cost recoveries related to the Coulter Creek Access Road joint venture.

The results of the PFS show a considerably more sustainable and profitable mining operation than its 2016 predecessor. It envisages an all open pit mine plan that includes the Mitchell, East Mitchell and Sulphurets deposits only with a 33 year operating life. Mill production is increased from an initial 130,000 metric tonnes per day (tpd) to 195,000 tpd in the third year of production. The primary reasons for the improvements in the plan arise from the acquisition of the East Mitchell resource in December 2020 and an expansion to planned mill throughput. The many design improvements over earlier studies include a smaller environmental footprint, reduced waste rock production, reduced greenhouse gas emissions by electrification of the mine haul fleet, a 50% increase in mill throughput, and the elimination of capital-intensive block cave mining.

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Projected economic results of the study compared to the 2016 study and against alternate scenarios are illustrated below.

	2016 PFS Base Case			2022 PFS Base Case			2022 PFS Recent Spot Case			2022 PFS Alternate Case
Metal Prices:
Gold ($/ounce)		1,230			1,742			1,850			1,500
Copper ($/pound)		2.75			3.53			4.25			3.00
Silver ($/ounce)		17.75			21.90			22.00			20.00
Molybdenum ($/lb)		8.49			18.00			18.00			18.00
US$/Cdn$ Exchange Rate:		0.80			0.77			0.77			0.77
Cost Summary:
Operating Costs Per Ounce of Gold Produced (years 1 to 7)	$	119		$	35		$	-83		$	118
Operating Costs Per Ounce of Gold Produced (life of mine)	$	277		$	275		$	164		$	351
Total Cost Per Ounce of Gold Produced (inclusive of all capital and closure)	$	673		$	601		$	490		$	677
Initial Capital (billions)	$	5.0		$	6.4		$	6.4		$	6.4
Sustaining Capital (billions)	$	5.5		$	3.2		$	3.2		$	3.2
Unit Operating Cost (US$/tonne)	$	12.36		$	11.36		$	11.36		$	11.36
Pre-Tax Results:
Net Cash Flow (billions)	$	15.9		$	38.6		$	46.1		$	27.9
NPV @ 5% Discount Rate (billions)	$	3.3		$	13.5		$	16.4		$	9.2
Internal Rate of Return		10.4	%		20.1	%		22.4	%		16.5	%
Payback Period (years)		6.0			3.4			3.1			4.1
Post-Tax Results:
Net Cash Flow (billions)	$	10.0		$	23.9		$	28.6		$	17.1
NPV @ 5% Discount Rate (billions)	$	1.5		$	7.9		$	9.8		$	5.2
Internal Rate of Return		8.0	%		16.1	%		18.0	%		13.1	%
Payback Period (years)		6.8			3.7			3.4			4.3

The results of the PEA announced in the current quarter is a stand-alone mine plan that was undertaken to evaluate a potential future expansion of the KSM mine to the copper rich Iron Cap and Kerr deposits after the PFS mine plan has been completed. The PEA is primarily an underground block cave mining operation supplemented with a small open pit and is planned to operate for 39 years with a peak mill feed production of 170,000 t/d. The PEA demonstrates that KSM is a potential multigenerational mining project with flexibility to vary metal output.

Work also continued on various, significant, components of the eventual design of KSM including connection to BC Hydro’s transmission line. Work was conducted on planned infrastructure projects, including the continuation of the construction of the access road to site as well as new temporary and permanent camp installations.

In the current quarter, the Company continued the 2022 exploration and drilling program at Iskut based on the analysis of the 2021 drilling and geophysical surveying programs. The 2022 program is designed to test the porphyry gold-copper potential at depth on the Bronson Slope deposit as well as below the Quartz Rise Lithocap. Work is also planned to consider forming a drill testing program at an additional site on the SnipGold claim block.

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In addition to exploration work at Iskut, the Company continued its planned 2022 reclamation and closure activities at the Johnny Mountain mine site. Plans for 2022 included, among other items, the dismantling and removal of the historic mill and mill buildings.

At Snowstorm, during the current quarter, the Company evaluated the results of the drilling program completed in the second quarter of 2022. The program entailed re-entering existing drill holes and used directional drilling tools to continue drilling from known gold-bearing intersections, toward prospective higher-grade structures. Approximately 2,500 meters of drilling was completed.

At the 3 Aces gold project in Yukon, the Company successfully secured a five-year, Class 4 permit during the current quarter and work immediately commenced on camp repairs, securing water sources and the drilling program. Due to the delay in the granting of the permit, the Company has altered its original 2022 program to accommodate the shortened drilling season. The 2022 program was designed to test the exploration model developed for a central core area that would confirm the potential for resource expansion and evaluate the applicability of the model to establish drill targets within the 3 Aces claims.

As reported in prior periods, the Company continues to evaluate the best path forward at its Courageous Lake project in NWT. Options include securing a joint venture partner, the sale of all or a portion of the project, updating the 2012 PFS with a smaller initial project, or conducting additional exploration outside the area of known reserves and resources.

In response to the Covid-19 pandemic, the Company implemented measures to safeguard the health and well-being of its employees, contractors, consultants, and community members. Many of the Company’s employees worked remotely prior to the pandemic, and from March 2020 through to most of 2021 and into 2022, employees have been working remotely during ongoing periods of lockdowns in various jurisdictions. The Company is conducting its 2022 programs around social distancing protocols that include safety and preventative actions at its camps. The Company will execute its 2022 exploration and development work at KSM, Iskut, Snowstorm and 3 Aces projects under the same successful protocols it implemented in 2020 and continued through 2021. The Company’s engagement with potential joint venture partners, or potential acquirors of KSM or Courageous Lake diminished in both 2020 and 2021 as major mining companies focused on addressing the needs of their existing operations as a result of the pandemic.

The Company continues to have full access to its properties in Canada and the United States and has managed to adequately staff its camps for conducting its programs. The Company has not experienced problems obtaining the supplies and services needed for its work programs. The Company will follow the advice of local governments and health authorities where it operates. The Company plans work programs on an annual basis and adjusts its plans to the conditions it faces. Now with many of the travel and other restrictions reduced, the Company fully expects to be able to continue operating its planned programs. One factor that the Company must plan for is the recent resurgence of inflation above past multi-decade levels. Budgets prepared for 2022 have incorporated inflation factors, including labour costs, fuel and energy costs and camp operations and supplies. These increases have not materially impacted planned operations or the Company’s ability to fund and execute its plans. The Company will consider these same factors as it develops its 2023 plans.

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Liquidity and Capital Resources

The Company’s working capital position at September 30, 2022, was $154.3 million compared to $36.9 million on December 31, 2021. Increased cash resources resulted from the cash raised through financings (discussed below), and exercise of stock options, partially offset by cash used in early infrastructure development and corresponding equipment, environmental, reclamation and exploration projects, corporate and administrative costs, and reclamation bonding deposits for KSM. Included in current liabilities at September 30, 2022, is $0.4 million of flow-through premium liability which is a non-cash item (December 31, 2021 - $1.4 million) and will be reduced as flow-through expenditures are incurred.

On March 24, 2022, the Company entered into an agreement selling a secured note (“Note”) that is to be exchanged at maturity for a 60% gross silver royalty (the “Silver Royalty”) on the KSM project to Sprott Resource Streaming and Royalty Corp. and Ontario Teachers’ Pension Plan (jointly, the “Investors”) for US$225 million. The proceeds of the financing are to be used to continue ongoing physical works at KSM and advance the project towards a designation of Substantially Started. The Substantially Started designation ensures the continuity of the KSM project’s approved EAC for the life of the project.

The Note bears interest at 6.5% per annum, payable quarterly in arrears. The Company can elect to satisfy interest payments in cash or by delivering common shares. During the nine months ended September 30, 2022, the interest was paid in cash. The Company’s obligations under the Note are secured by a charge over all of the assets of its wholly owned subsidiary, KSM Mining ULC, and a limited recourse guarantee from the Company secured by a pledge of the shares of KSM Mining ULC.

If project financing to develop, construct and place KSM into commercial production is not in place by March 24, 2027, the Investors can put the Note back to the Company for US$232.5 million in cash or common shares at the Company’s option. This right expires once such project financing is in place. If the Investors exercise this put right, the Investors’ right to purchase the Silver Royalty terminates.

If the EAC expires at any time while the Note is outstanding, the Investors can put the Note back to the Company for US$247.5 million at any time over the following nine months, in cash or common shares at the Company’s option. If the Investors exercise this put right, the Investors’ right to purchase the Silver Royalty would terminate.

When the Note matures, the Investors will use all of the principal amount repaid on maturity to purchase the Silver Royalty. The Note matures upon the first of either commercial production being achieved at KSM and either the 10-year anniversary, or if the EAC expires and the Investors do not exercise their right to put the Note to the Company, the 13-year anniversary of the issue date of the Note.

If commercial production is not achieved at KSM prior to the tenth anniversary from closing, the Silver Royalty payable to the Investors will increase to a 75% gross silver royalty. If the EAC expires during the term of the Note and the corresponding put right is not exercised, the increase will occur at the thirteenth anniversary from closing. The Company has the option to buy back 50% of the Silver Royalty, once exchanged on or before 3 years after commercial production has been achieved, for an amount that provides the Investors a minimum guaranteed annualized return.

No amount payable may be paid in common shares of Seabridge if, after the payment, any of the Investors would own more than 9.9% of the Company’s outstanding shares.

The financing provides most of the capital necessary to attain Substantial Start and reduces the time from the construction schedule once a construction decision has been made.

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During the first quarter of 2021, the Company entered into a revised agreement with two securities dealers, for an At-The-Market offering program, entitling the Company, at its discretion, and from time to time, to sell up to US$75 million in value of common shares of the Company. This program can be in effect until the Company’s current US$775 million Shelf Registration Statement expires in January 2023. During the nine months ended September 30, 2022, the Company issued 997,508 shares, at an average selling price of $22.83 per share, for net proceeds of $22.3 million under Company’s At-The-Market offering.

During the nine months ended September 30, 2022, the Company received $2.7 million upon the exercise of 186,007 stock options. Subsequent to the quarter end, 100,000 stock options were exercised.

In June 2021, the Company issued 350,000 flow-through common shares at $28.06 per common share for aggregate gross proceeds of $9.8 million. The Company committed to renounce its ability to deduct qualifying exploration expenditures for the equivalent value of the gross proceeds of the flow-through financing and transfer the deductibility to the purchasers of the flow-through shares. The effective date of the renouncement was December 31, 2021. At the time of issuance of the flow-through shares, $1.5 million premium was recognized as a liability on the consolidated statements of financial position. During 2021, the Company incurred $1.1 million of qualifying exploration expenditures and $0.2 million of the premium was recognized through other income on the consolidated statements of operations and comprehensive income (loss). During the nine months ended September 30, 2022, the Company incurred $6.1 million of qualifying exploration expenditures and $0.9 million of the premium was recognized through other income on the consolidated statements of operations and comprehensive income (loss).

During the second quarter of 2021, the Company disposed of its residual interests in its previously owned Red Mountain project located in northwestern British Columbia, for net cash proceeds of $21.9 million.

As part of the acquisition agreement of Snowstorm Exploration LLC in June 2017, the Company issued 500,000 common share purchase warrants exercisable for four years at $15.65 per share. During 2021, all the warrants were exercised for net proceeds of $7.8 million and 500,000 common shares were issued.

During the current quarter, operating activities, including working capital adjustments, generated $10.7 million cash compared to $0.1 million cash generated by operating activities in comparative quarter in 2021. The increase in cash generated from operating activities, was mainly related to the foreign exchange gain, interest income, and working capital movement that was partially offset by increase in cash compensation, general and administrative expenses and financing costs. Operating activities in the near-term are expected to remain stable or increase marginally given the growth in project and corporate activity in the Company.

As previously disclosed in the Company’s prior years financial statements, in 2019 the Company received a notice from the CRA that it proposed to reduce the amount of expenditures reported as Canadian Exploration Expenses (CEE) for the three-year period ended December 31, 2016. The Company has funded certain of its exploration expenditures, from time-to-time, with the proceeds from the issuance of flow-through shares and renounced, to subscribers, the expenditures which it determined to be CEE. The notice disputes the eligibility of certain types of expenditures previously audited and approved as CEE by the CRA. The Company strongly disagrees with the notice and responded to the CRA auditors with additional information for their consideration. In 2020, the CRA auditors responded to the Company’s submission and, although accepting additional expenditures as CEE, reiterated that their position remains largely unchanged and subsequently issued reassessments to the Company reflecting the additional CEE expenditures accepted and $2.3 million of Part Xll.6 tax owing. The Company has been made aware that the CRA has reassessed certain investors who subscribed for flow-through shares in 2013 and will reassess other investors with reduced CEE deductions. Notice of objections to the Company’s and investors’ reassessments have and will be filed as received and will be appealed to the courts, should the notice of objections be denied. The Company has indemnified the investors that subscribed for the flow-through shares. The potential tax indemnification to the investors is estimated to be $11.0 million, plus $2.2 million potential interest. No provision has been recorded related to the tax, potential interest, nor the potential indemnity as the Company and its advisors do not consider it probable that there will ultimately be an amount payable.

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During 2016, upon the completion of an audit of the application by tax authorities of the British Columbia Mineral Exploration Tax Credit (“BCMETC”) program, the Company was reassessed $3.6 million, including accrued interest, for expenditures that the tax authority has categorized as not qualifying for the BCMETC program. The Company recorded a $3.6 million provision within non-trade payables and accrued expenses on the consolidated statements of financial position as at December 31, 2016 with a corresponding increase in mineral interests. In 2017 the Company filed an objection to the reassessment with the appeals division of the tax authorities and paid one-half of the accrued balance to the Receiver General and reduced the provision by $1.8 million. In 2019, the Company received a decision from the appeals division that the Company’s objection was denied, and the Company filed a Notice of Appeal with the British Columbia Supreme Court. The Attorney General of Canada replied to the facts and arguments in the Company’s Notice of Appeal and stated its position that the Company’s expenditures did not qualify for the BCMETC program. Subsequent to the year end, the Company completed discoveries with the Department of Justice and will continue to move the appeal process forward as expeditiously as possible. The Company intends to continue to fully defend its position. As at September 30, 2022, the Company has recognized $3.9 million of long-term receivable from the CRA, including $2.3 million of HST credit due to the Company.

The Company will continue its objective of advancing its major gold projects, KSM and Courageous Lake, and to further explore the Iskut, Snowstorm and 3 Aces projects to either sell or enter into joint venture arrangements with major mining companies. The market for metals streams and royalty interests seems to be growing and the Company will determine the merits of disposing of options it holds on non-core net profits interests and net smelter returns. Financing future exploration and development may include the selling or entering into new streaming and royalty arrangements.

Contractual Obligations

The Company has the following commitments as at September 30, 2022:

	Payments due by years
($000s)	Total		2022		2023-24		2025-26		2027-28
Capital expenditure obligations		70,424		16,204		54,220		-		-
Mineral interests		7,308		6		2,506		2,620		2,176
Flow-through share expenditures		2,683		2,683		-		-		-
Lease obligation		1,634		178		1,043		314		99
		82,049		19,071		57,769		2,934		2,275

During the first quarter of 2022, the Company entered into a Facilities Agreement with British Columbia Hydro and Power Authority (“BC Hydro”) covering the design and construction of facilities by BC Hydro to supply construction phase hydro-sourced electricity to the KSM project.

The cost to complete the construction is estimated to be $28.9 million of which the Company paid $7.7 million to BC Hydro in 2022, and $21.2 million is due in 2023. In addition, the Facilities Agreement requires $54.2 million in security or cash from the Company for BC Hydro system reinforcement, which is required to make the power available of which the Company paid $21.2 million to BC Hydro in 2022, and $33.0 million is due in 2023. The $54.2 million system reinforcement security will be forgiven annually, typically over a period of less than 8 years, based on project power consumption.

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Prior to its maturity, the secured note bears interest at 6.5%, or US$14.6 million per annum, payable quarterly in arrears. The Company can elect to satisfy interest payments in cash or by delivering common shares.

Outlook

As mentioned above, the COVID-19 pandemic has not materially impacted the Company’s operations, financial condition or financial performance in the current or previous quarters of 2022, but in 2020 and 2021 it caused it to reduce the scale of certain programs as it hindered the pace of advancement at the affected projects in those years. The Company has been able to execute its 2022 exploration, and monitoring programs at its projects as well as the site capture and early infrastructure development activities at KSM, safely and within the constraints and safety measures implemented. Depending on potential outbreaks and additional restrictions, the pandemic may hinder progress in the future but to date it has had no material impact to the results of operations. Although the capital markets have been relatively volatile, the Company has not experienced limitations nor does it foresee limitations to accessing capital on acceptable terms. No disruptions to supply chains have been experienced nor have there been delays in project activity.

In 2022, the Company has enjoyed favorable capital markets, closing the US$225 million secured financing in the first fiscal quarter and has successfully raised funds under its ATM offering of common shares and other financings mentioned above and its financial condition has not been adversely impacted by the pandemic. As a company without revenue from operations, its financial performance has not been impacted by the pandemic. The Company will continue to monitor developments of the pandemic and continuously assess the pandemic’s potential impact on the Company’s operations and business.

In addition to the extensive Substantial Start work that the Company is carrying out in 2022, it also continues its pursuit of a joint venture agreement on the KSM project with a suitable partner on terms advantageous to the Company, since it does not intend to build or operate the project alone. The KSM project includes multiple deposits and provides a joint venture partner, or purchaser, flexibility in the design of the project. In accordance with its priorities and risk tolerance, the Company believes that it does not make sense for it to start preparing a feasibility study on the KSM project on its own. The 2022 KSM PFS includes recommendations on additional work that could be completed to advance the project, including budget estimates. The work that a joint venture partner might choose to complete might include some or all of this recommended work and might include significantly more work, and so the timing and cost for a joint venture partner to conclude the recommended work or a feasibility study is difficult to predict. The Company plans its work to advance the KSM project on an annual basis, when the results of one year’s work have been received and analyzed, planning for the next year begins. Currently, the Company is focused on Substantial Start activities and while planning its programs, the Company will consider the recommended work in the PFS, but the Company will decide work based on its priorities, the results of its advancement work and the items it believes are best left for a joint venture partner to decide. Plans for each year are typically announced in the second quarter of the year and budgets are established at the beginning of that year.

At Iskut, the Company will finalize its 2022 exploration program that is focused on a potential porphyry deposit below the Quartz Rise lithocap and on the Bronson Slope deposit. Once completed, results will be evaluated and plans for follow-up, if warranted, will be designed for 2023. Environmental work will also continue on the reclamation and closure plan for the Johnny Mountain mine.

At Snowstorm, the Company will continue to evaluate the results of the drilling program, completed in the second quarter and determine the most suitable follow-up program for 2023.

At the Company’s 3 Aces project, the Company will conclude its modified 2022 drilling program and will evaluate the results along with the knowledge garnered with the study of historical data to establish determine the most suitable follow-up program for 2023. The overall program is focused on the discovery of a high grade mineralized deposit.

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Environment, Social and Governance

Management and the Board of Directors have formalized several key policies that entrench the Company’s environmental, social and governance (ESG) goals, priorities and strategies to operate safely, sustainably and with the highest governance standards. The Board of Directors has established a Sustainability Committee and granted that committee the authority to investigate any activity of the Corporation and its affiliates relating to sustainability and ESG. As the Company operates in the natural resource extraction industry, the Company strives to achieve the highest operating standards, assessing and mitigating the impacts on the physical environment and the communities in which the Company operates. The Company is committed to sustainability and the integration of sustainability principles into all of our activities and has adopted its Sustainability Policy. In the current quarter, the Company published its supplemental Sustainability Report providing insight to the Company’s commitment to local communities, environment and sustainability. The report captures the last quarter of 2021 to highlight the Company’s progress towards integrating sustainability into its operations. The Company’s Sustainability Reports are prepared with select disclosures and guidance from the Sustainability Standards Accounting Board Metals and Mining Industry Standards and the Global Reporting Initiative Standards, as well as metrics designed for specifically for the Company. The Company also published its ESG Performance Tables for its first reporting year, 2020. The sustainability report highlights the Company’s accomplishments and approach to three critical pillars: the economy, society, and the environment. These pillars are seen as interdependent, each necessary and supportive to the other. The Company recognizes that sustainability involves protecting environmental values in the area of our projects, contributing to the health and the economic and social well-being of our employees and the local communities, and taking action on national and global priorities. A sustainable human environment requires the Company to consider issues such as cultural respect, inclusiveness, diversity, and broad participation in the opportunities and benefits which derive from our efforts.

In addition to the Sustainability Policy, the Company has also implemented its Environmental Policy; Health and Safety Policy including a separate policy on discrimination, bullying, harassment, and violence; a Workplace Employment Policy; and its Policy Statement on Diversity. The Inaugural Sustainability Report and all of the Company’s policies related to ESG can be found on the Company’s website www.seabridgegold.com.

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 adequate 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. Management is responsible for establishing and maintaining adequate internal controls over financial reporting. The control framework used is Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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 beginning on June 30, 2022 and ended on September 30, 2022, 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 ensure that information required to be disclosed by the Company is recorded, processed, summarized and reported within the time periods specified in the rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company is accumulated and communicated to 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 of the disclosure controls and procedures as of September 30, 2022, that they are appropriately designed and effective and that since the December 31, 2021 evaluation, there have been no material changes to the Company’s disclosure controls and procedures.

Limitations of Controls and Procedures

The Company’s management, including the 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.

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Cybersecurity

The Company’s management is responsible for cybersecurity risks that face the Company, and the Board of Directors has granted the Audit Committee the authority to oversee management’s assessment of those risks and their prevention and mitigation approaches and to investigate any material breaches. To date, there have been no material breaches of security measures.

An independent review of access to information and other security protocols around the Company’s IT systems was undertaken in 2020 and another review is planned for early 2023. The review, among other items, verifies all employees’ ability to recognize potentially malicious emails or other communications that could enable an intruder to download malware onto the Company’s systems leading to the potential circumventing of the Company’s security protocols and to potentially steal or hold ransom Company data.

Shares Issued and Outstanding

At November 14, 2022, the issued and outstanding common shares of the Company totaled 80,398,664. In addition, there were 737,327 stock options, and 34,000 RSUs. Assuming the conversion of all of these instruments outstanding, there would be 81,169,991 common shares issued and outstanding.

Related Party Transactions

During the current quarter and the comparative quarter in 2021, there were no payments to related parties other than compensation paid to key management personnel. 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.

Critical Accounting Estimates

The Company’s management makes judgments in its process of applying the Company’s accounting policies in the preparation of its consolidated financial statements. In addition, the preparation of financial data requires that the Company’s management make assumptions and estimates of effects of uncertain future events on the carrying amounts of the Company’s assets and liabilities at the end of the reporting period and the reported amounts of income and expenses during the reporting period. Actual results may differ from those estimates as the estimation process is inherently uncertain. Estimates are reviewed on an ongoing basis based on historical experience and other factors that are considered to be relevant under the circumstances. Revisions to estimates and the resulting effects on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively.

The critical judgments, estimates and assumptions applied in the preparation of the Company’s consolidated financial statements are reflected in note 3 (N) of the Company’s audited annual consolidated financial statements for the year ended December 31, 2021.

The Company has elected to account for its secured note liability and all embedded derivatives as a single financial liability. The change in fair value of the secured note liability is recognized in profit or loss. The change in the fair value related to the Company’s own credit risk is recorded through other comprehensive income (loss).

The Company measures the fair value of its secured note liability using a Monte Carlo simulation model. Significant inputs and assumptions into this model include future silver prices, discount rates, forecasted silver production, and probabilities of Environmental Assessment Certificate (“EAC”) expiry, achieving commercial production and securing project financing. Changes to these inputs and assumptions could have a significant impact on the measurement of the secured note liability. Refer to Note 12 for further information.

Borrowing costs are capitalized and allocated specifically to qualifying assets when funds have been borrowed, either to specifically finance a project or for general borrowings during the period of construction. Qualifying assets are defined as assets that require more than nine months to be brought to the location and condition intended by management. Capitalization of borrowing costs ceases when such assets are ready for their intended use.

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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.

Forward Looking Statements

The consolidated financial statements and management’s discussion and analysis and any other materials included with them, 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, estimates, plans, objectives, assumptions, intentions or statements about future events or performance. Forward-looking information may include reserve and resource estimates and expected changes to them, estimates of future production and related financial analysis, 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.

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