6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

F O R M 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
November 2023

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 ☐      Form 40-F ☒

SEABRIDGE GOLD INC.

(the “Company”)

See the Exhibit Index hereto for a list of the documents filed herewith and forming a part of this Form 6-K.

Exhibits 99.1 and 99.2 hereto are incorporated by reference (as exhibits) to the Company’s registration statements on Form S-8 (File No. 333-211331) and Form F-10 (File No. 333-268485), as may be amended and supplemented.

1

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: November 13, 2023

2

EXHIBIT INDEX

Exhibit Number	Document Description
99.1	Unaudited Condensed Consolidated Interim Financial Statements as at September 30, 2023.
99.2	Management’s Discussion and Analysis for the Third Quarter ended September 30, 2023.

3

EX-99.1

Exhibit 99.1

SEABRIDGE GOLD INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM

FINANCIAL STATEMENTS

AS AT SEPTEMBER 30, 2023

SEABRIDGE GOLD INC.

Consolidated Statements of Financial Position  

(Expressed in thousands of Canadian dollars)

(Unaudited)

			September 30,		December 31,
	Note		2023		2022
Assets
Current assets
Cash and cash equivalents		4	$	118,962	$	46,150
Short-term deposits		4		10,092		81,690
Amounts receivable and prepaid expenses		5		10,558		8,220
Investment in marketable securities		6		3,512		3,696
Convertible notes receivable				594		631
				143,718		140,387
Non-current assets
Investment in associate		6		1,265		1,389
Long-term receivables and other assets		7		95,377		51,703
Mineral interests, property and equipment		8		1,080,183		881,497
Reclamation deposits		10		20,982		20,643
				1,197,807		955,232
Total assets			$	1,341,525	$	1,095,619
Liabilities and shareholders’ equity
Current liabilities
Accounts payable and accrued liabilities		9	$	58,824	$	42,956
Flow-through share premium		12		71		4,183
Lease obligations				552		511
Provision for reclamation liabilities		10		4,343		4,343
				63,790		51,993
Non-current liabilities
Secured notes		11		488,659		263,541
Deferred income tax liabilities		17		33,722		31,934
Lease obligations				1,089		1,115
Provision for reclamation liabilities		10		3,897		6,503
				527,367		303,093
Total liabilities				591,157		355,086
Shareholders’ equity		12		750,368		740,533
Total liabilities and shareholders’ equity			$	1,341,525	$	1,095,619

Subsequent events (Note 11 and 12), commitments and contingencies (Note 18)

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

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SEABRIDGE GOLD INC.

Consolidated Statements of Operations and Comprehensive Income (Loss)

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

(Unaudited)

			Three months ended September 30,						Nine months ended September 30,
	Note		2023			2022			2023			2022
Remeasurement gain on secured notes		11	$	11,742		$	24,897		$	10,375		$	56,463
Corporate and administrative expenses		15		(3,729	)		(2,986	)		(11,597	)		(10,455	)
Impairment of investment in associate		6		-			-			-			(873	)
Equity loss of associate		6		(45	)		(53	)		(165	)		(143	)
Other income - flow-through shares		12		2,596			786			4,112			966
Environmental rehabilitation (expense) gain		10		-			(141	)		-			(99	)
Unrealized loss on convertible notes receivable				-			10			(23	)		(9	)
Foreign exchange loss				(11,105	)		(11,096	)		(5,407	)		(12,055	)
Finance costs, interest expense and other income				(129	)		(28	)		(2,131	)		(3,447	)
Interest income				1,728			1,235			3,227			1,311
Earnings (loss) before income taxes				1,058			12,624			(1,609	)		31,659
Income tax expense		17		(6,350	)		(7,579	)		(5,482	)		(13,806	)
Net earnings (loss) for the period			$	(5,292	)	$	5,045		$	(7,091	)	$	17,853
Other comprehensive income (loss)
Items that will not be reclassified to net income or loss
Remeasurement of secured notes		11	$	(32,063	)	$	2,329		$	(30,936	)	$	25,873
Change in fair value of marketable securities		6		(65	)		(25	)		(184	)		(72	)
Tax impact				3,665			(625	)		3,378			(6,976	)
Total other comprehensive income (loss)				(28,463	)		1,679			(27,742	)		18,825
Comprehensive income (loss) for the period			$	(33,755	)	$	6,724		$	(34,833	)	$	36,678
Weighted average number of common shares outstanding
Basic		12		83,484,693			80,282,633			82,499,543			79,897,513
Diluted		12		83,484,693			80,374,706			82,499,543			80,102,931
Earnings (loss) per common share
Basic		12	$	(0.06	)	$	0.06		$	(0.09	)	$	0.22
Diluted		12	$	(0.06	)	$	0.06		$	(0.09	)	$	0.22

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

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SEABRIDGE GOLD INC.

Consolidated Statements of Changes in Shareholders’ Equity

(Expressed in thousands of Canadian dollars except number of shares)

(Unaudited)

	Number of Shares		Share Capital			Warrants		Stock-based Compensation			Contributed Surplus		Deficit			Accumulated Other Comprehensive Gain (Loss)			Total Equity
As at December 31, 2022		81,339,012	$	856,462		$	-	$	4,655		$	36,160	$	(157,377	)	$	633		$	740,533
Share issuance – At-The-Market offering		1,569,995		28,279			-		-			-		-			-			28,279
Share issuance – other (Note 11)		977,745		14,761			-		-			-		-			-			14,761
Share issuance – RSUs vested		30,000		630			-		(630	)		-		-			-			-
Share issuance costs		-		(1,180	)		-		-			-		-			-			(1,180	)
Deferred tax on share issuance costs		-		313			-		-			-		-			-			313
Stock-based compensation		-		-			-		2,493			-		-			-			2,493
Other comprehensive loss		-		-			-		-			-		-			(27,741	)		(27,741	)
Net loss for the period		-		-			-		-			-		(7,090	)		-			(7,090	)
As at September 30, 2023		83,916,752	$	899,265		$	-	$	6,518		$	36,160	$	(164,467	)	$	(27,108	)	$	750,368
As at December 31, 2021		78,975,349	$	809,269		$	-	$	8,697		$	36,126	$	(149,983	)	$	(1,776	)	$	702,333
Share issuance – At-The-Market offering		997,508		22,773			-		-			-		-			-			22,773
Share issuance – options exercised		186,007		4,106			-		(1,447	)		-		-			-			2,659
Share issuance – RSUs vested		148,800		3,172			-		(3,172	)		-		-			-			-
Share issuance costs		-		(690	)		-		-			-		-			-			(690	)
Deferred tax on share issuance costs		-		184			-		-			-		-			-			184
Stock-based compensation		-		-			-		2,654			-		-			-			2,654
Other comprehensive income		-		-			-		-			-		-			18,825			18,825
Net income for the period		-		-			-		-			-		17,853			-			17,853
As at September 30, 2022		80,307,664	$	838,814		$	-	$	6,732		$	36,126	$	(132,130	)	$	17,049		$	766,591

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

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SEABRIDGE GOLD INC.

Consolidated Statements of Cash Flows

(Expressed in thousands of Canadian dollars)

(Unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2023			2022			2023			2022
Operating Activities
Net earnings (loss)	$	(5,292	)	$	5,045		$	(7,091	)	$	17,853
Adjustment for non-cash items:
Remeasurement gain on secured notes		(11,742	)		(24,897	)		(10,375	)		(56,463	)
Stock-based compensation		766			139			2,493			2,654
Other income – flow-through shares		(2,596	)		(786	)		(4,112	)		(966	)
Income tax expense		6,350			7,579			5,482			13,806
Unrealized foreign exchange loss		12,018			13,571			5,736			20,734
Other non-cash items		(561	)		(1,813	)		(6	)		(2,147	)
Adjustment for cash items:
Environmental rehabilitation disbursements		(1,924	)		(2,323	)		(2,794	)		(2,992	)
Changes in working capital items:
Amounts receivable and prepaid expenses		(363	)		(2,513	)		(2,338	)		(894	)
Accounts payable and accrued liabilities		(1,912	)		(200	)		(1,191	)		(531	)
Net cash used in operating activities		(5,256	)		(6,198	)		(14,196	)		(8,946	)
Investing Activities
Mineral interests, property and equipment		(73,742	)		(63,406	)		(166,495	)		(103,061	)
Long-term receivables		(24	)		(82	)		(43,674	)		(30,463	)
Investment in short-term deposits		(70,121	)		(189,599	)		(70,164	)		(308,238	)
Redemption of short-term deposits		60,030			171,382			141,762			200,643
Investment in reclamation deposits		201			(714	)		(339	)		(5,411	)
Net cash used in investing activities		(83,656	)		(82,419	)		(138,910	)		(246,530	)
Financing Activities
Secured notes		-			-			198,825			282,263
Share issuance net of costs		4,754			(58	)		27,099			22,081
Exercise of options		-			-			-			2,659
Payment of lease liabilities		(206	)		(153	)		(460	)		(217	)
Net cash from (used in) financing activities		4,548			(211	)		225,464			306,786
Effects of exchange rate fluctuation on cash and cash equivalents		684			1,957			454			3,331
Net increase (decrease) in cash and cash equivalents during the period		(83,680	)		(86,871	)		72,812			54,641
Cash and cash equivalents, beginning of the period		202,642			153,035			46,150			11,523
Cash and cash equivalents, end of the period	$	118,962		$	66,164		$	118,962		$	66,164

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

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SEABRIDGE GOLD INC.

Notes to the condensed consolidated interim financial statements

As at and for the nine months ended September 30, 2023 and 2022

(Amounts in notes and in tables are in millions of Canadian dollars, except where otherwise indicated) (Unaudited)

1. Reporting entity

Seabridge Gold Inc. is comprised of Seabridge Gold Inc. (“Seabridge” or the “Company”) and its subsidiaries, KSM Mining ULC, Seabridge Gold (NWT) Inc., Seabridge Gold (Yukon) Inc., Seabridge Gold Corp., SnipGold Corp. and Snowstorm Exploration (LLC), and is a company engaged in the acquisition and exploration of gold and other 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. Basis of accounting

(a) Statement of compliance

These unaudited condensed consolidated interim financial statements (“consolidated interim financial statements”) were prepared in accordance with IAS 34, Interim Financial Reporting, using accounting policies consistent with those used by the Company in preparing the annual consolidated financial statements as at and for the year ended December 31, 2022 and should be read in conjunction with the Company’s annual consolidated financial statements as at and for the year ended December 31, 2022. They do not include all of the information required for a complete set of financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”). However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Company’s financial position and performance since the last annual financial statements. These consolidated interim financial statements were authorized for issue by the Company’s board of directors on November 13, 2023.

(b) Amended IFRS standard effective January 1, 2023

In May 2021, the IASB issued Deferred Tax related to Assets and Liabilities Arising from a Single Transaction which amended IAS 12, Income Taxes (“IAS 12”). Prior to the amendments, IAS 12 contained a recognition exemption whereby deferred income tax assets and liabilities were not recognized for temporary differences arising on initial recognition of assets and liabilities, other than in business combinations, that affect neither accounting nor taxable income. The amendments narrowed the scope of the recognition exemption in IAS 12 so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences.

The Company applied the amendments to IAS 12 to its consolidated financial statements for the annual reporting period beginning on January 1, 2023. The application of these amendments did not have an impact on the Company’s consolidated financial statements.

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On May 23, 2023, the IASB issued amendments to IAS 12 which introduce a temporary exception from accounting for deferred taxes arising from the implementation of the Organization for Economic Co-operation and Development (“OECD”) Pillar Two model rules. The amendments provide relief from recognizing deferred taxes related to the OECD Pillar two income taxes as well as any related disclosure. The Company has applied the exception immediately upon issuance of the amendment and retrospectively in accordance with IAS 8 for the 2023 fiscal year.

(c) Amended IFRS standard not yet effective

Certain pronouncements have been issued by the IASB that are mandatory for accounting periods after December 31, 2023:

● Classification of Liabilities as Current or Non-current (Amendments to IAS 1) effective for annual periods beginning on or after January 1, 2024

● Lease Liability in a Sale and Leaseback (Amendments to IFRS 16 Leases) effective for annual periods beginning on or after January 1, 2024.

None of these pronouncements are expected to have a significant impact on the Company’s consolidated financial statements upon adoption.

3. Significant accounting judgments, estimates and assumptions

The preparation of consolidated interim financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities as at the date of the consolidated interim financial statements and reported amounts of expenses during the nine months ended September 30, 2023 and 2022. Estimates and assumptions used in the preparation of these consolidated interim financial statements are consistent with those used by the Company in preparing the annual consolidated financial statements as at and for the year ended December 31, 2022. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events which are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

4. Cash and cash equivalents and short-term deposits

($000s)	September 30, 2023	December 31, 2022
Cash and cash equivalents	118,962	46,150
Short-term deposits	10,092	81,690
	129,054	127,840

All of the cash and cash equivalents are held in Canadian Schedule I banks. Short-term deposits consist of Canadian Schedule I bank guaranteed deposits and are cashable in whole or in part with interest at any time to maturity.

5. Amounts receivable and prepaid expenses

($000s)	September 30, 2023	December 31, 2022
HST	4,060	4,247
Prepaid expenses and other receivables	6,498	3,973
	10,558	8,220

As at September 30, 2023, the prepaid expenses and other receivables include $2.0 million prepayment for camp and helicopter support services (December 31, 2022 - $0.3 million), $1.3 million prepayment for insurance premiums (December 31, 2022 - $0.7 million), and $2.0 million loan receivable from Paramount Gold Nevada Corp. (“Paramount”) (December 31, 2022 - $1.4 million).

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6. Investments

($000s)	January 1, 2023	Fair value through other comprehensive income (loss)		Loss of associate		Impairment		Additions		September 30, 2023
Current assets:
Investments in marketable securities	3,696	(184	)	-		-		-		3,512
Non-current assets:
Investment in associate	1,389	-		(165	)	-		41	(b)	1,265
($000s)	January 1, 2022	Fair value through other comprehensive income (loss)		Loss of associate		Impairment		Additions		December 31, 2022
Current assets:
Investments in marketable securities	3,367	329		-		-		-		3,696
Non-current assets:
Investment in associate	2,429	-		(206	)	(873	)(a)	39	(b)	1,389

(a) The Company accounts for its investment in Paramount, a publicly listed company, using the equity method. During 2022, the Company concluded that the fair value of its investment in Paramount, determined based on the market price, had declined significantly and recorded an impairment of $0.9 million in the consolidated statements of operations and comprehensive income (loss).

(b) In 2023, the Company received 96,945 common shares of Paramount for payment of interest, on the secured convertible notes, that accrued between July 1, 2022 and June 30, 2023. In 2022, the Company received 55,322 common shares of Paramount for payment of interest on the secured convertible notes accrued between July 1, 2021 and June 30, 2022.

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 financial assets are recorded at fair value of $3.5 million (December 31, 2022 - $3.7 million) in the consolidated statements of financial position. At September 30, 2023, the Company revalued its holdings in its investments and recorded a fair value decrease of $0.2 million in the statement of operations and comprehensive income (loss).

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Investment in associate relates to Paramount. As at September 30, 2023, the Company holds a 4.7% (December 31, 2022 – 5.6%) interest in Paramount for which it accounts using the equity method on the basis that the Company has the ability to exert significant influence through its representation on Paramount’s board of directors. During nine months ended September 30, 2023, the Company recorded its proportionate share of Paramount’s net loss of $0.2 million (2022 – $0.1 million) within equity loss of associate on the consolidated statements of operations and comprehensive income (loss). As at September 30 2023, the carrying value of the Company’s investment in Paramount was $1.3 million (December 31, 2022 - $1.4 million).

7. Long-term receivables and other assets

($000s)	September 30, 2023	December 31, 2022
BC Hydro 1	82,150	38,500
Canadian Exploration Expenses (Note 17)	9,361	9,337
British Columbia Mineral Exploration Tax Credit 2	3,866	3,866
	95,377	51,703

1) During the first quarter in 2023, the Company paid $43.6 million (as at December 31, 2022, $38.5 million) to British Columbia Hydro and Power Authority (“BC Hydro”) as advance payment made pursuant to the Company signing a facilities agreement with BC Hydro covering the design and construction of facilities to supply hydro-sourced electricity to the KSM project. Estimates to complete the design and construction amounted to $92.7 million and the Company plans to pay an additional $10.6 million in the fourth quarter of 2023. Refer to Note 18 for further information.

2) 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. During the first quarter of 2023, the Company completed discovery process with the Department of Justice and will continue to move the appeal process forward, including settling an agreed statement of facts. The Company will defend its case in courts in the third quarter of 2024. Based on the facts and circumstances of the Company’s objection, the Company concludes that it is more likely than not that it will be successful in its objection. As at September 30, 2023, the Company has paid $1.6 million to the Receiver General, and the Canada Revenue Agency (CRA) has withheld $2.3 million of HST credits due to the Company that would fully cover the residual balance, including interest, should the Company be unsuccessful in its challenge. The amount recorded in long-term receivables as of September 30, 2023 of $3.9 million includes the initial reassessment of $3.6 million, plus accrued interest.

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8. Mineral Interests, Property and Equipment

($000s)	Mineral interests	Construction in progress	Property & equipment 1	Right-of-use assets 1	Total
Cost
As at January 1, 2022	632,005	27,061	3,080	407	662,553
Additions	55,069	120,287	43,177	2,030	220,563
As at December 31, 2022	687,074	147,348	46,257	2,437	883,116
Additions	52,802	145,958	1,074	781	200,615
As at September 30, 2023	739,876	293,306	47,331	3,218	1,083,731
Accumulated Depreciation
As at January 1, 2022	-	-	117	157	274
Depreciation expense	-	-	953	392	1,345
As at December 31, 2022	-	-	1,070	549	1,619
Depreciation expense 1	-	-	1,273	656	1,929
As at September 30, 2023	-	-	2,343	1,205	3,548
Net Book Value
As at December 31, 2022	687,074	147,348	45,187	1,888	881,497
As at September 30, 2023	739,876	293,306	44,988	2,013	1,080,183

1) Depreciation expense related to camps, equipment, and right-of-use assets associated with the KSM construction is capitalized to construction in progress.

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Mineral interests, property and equipment additions by project are as follows.

 

			Nine months ended September 30, 2023
($000s)	January 1, 2023		Mineral interests		Construction in progress		Property & equipment		Right-of-use assets		Total Additions		September 30, 2023
Additions
KSM 1		707,190		29,889		145,958		1,074		781		177,702		884,892
Courageous Lake		77,999		2,435		-		-		-		2,435		80,434
Iskut		49,904		11,686		-		-		-		11,686		61,590
Snowstorm		34,562		3,921		-		-		-		3,921		38,483
3 Aces		12,079		4,871		-		-		-		4,871		16,950
Grassy Mountain		771		-		-		-		-		-		771
Corporate		611		-		-		-		-		-		611
		883,116		52,802		145,958		1,074		781		200,615		1,083,731

			Year ended December 31, 2022
($000s)	January 1, 2022		Mineral interests		Construction in progress		Property & equipment		Right-of-use assets		Total Additions		December 31, 2022
Additions
KSM 1		502,015		39,985		120,287		43,177		1,726		205,175		707,190
Courageous Lake		77,176		823		-		-		-		823		77,999
Iskut		41,779		8,125		-		-		-		8,125		49,904
Snowstorm		31,471		3,091		-		-		-		3,091		34,562
3 Aces		9,034		3,045		-		-		-		3,045		12,079
Grassy Mountain		771		-		-		-		-		-		771
Corporate		307		-		-		-		304		304		611
		662,553		55,069		120,287		43,177		2,030		220,563		883,116

1) The KSM construction in progress additions includes $14.8 million of capitalized borrowing costs (year ended December 31, 2022 - $14.7 million).

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

a) KSM

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 2011 and 2012, the Company completed agreements granting a third party an option to acquire a 2% net smelter royalty on all gold and silver production sales from KSM for a payment equal to the lesser of $160 million or an amount in Canadian dollars equal to US$200 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.

Page 11

In December 2020, the Company purchased the Snowfield (renamed East Mitchell) property from Pretium Resources Inc. The East Mitchell property, located in the same valley that hosts KSM’s Mitchell deposit, was purchased for US$100 million ($127.5 million) in cash, a 1.5% net smelter royalty on East Mitchell property production, and a conditional payment of US$20 million, payable following the earlier of (i) commencement of commercial production from East Mitchell property, and (ii) announcement by the Company of a bankable feasibility study, which includes the East Mitchell property. US$15 million of the conditional payment can be credited against future royalty payments.

Additions to mineral interests of $29.9 million (2022 - $40.0 million) consisted of costs incurred to carry out the Company’s environmental, technical support, and geotechnical and drilling programs at KSM.

Additions to construction in progress consisted of $129.9 million (2022 - $104.6 million) of KSM assets under construction costs, $14.8 million (2022 - $14.7 million) of capitalized borrowing costs related to the Secured Note liabilities interest expense, and $1.3 million (2022 - $0.9 million) of capitalized depreciation expense.

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 Courageous Lake gold project consists of mining leases located in Northwest Territories of Canada.

c) Iskut

On June 21, 2016, the Company purchased 100% of the common shares of SnipGold Corp. which owns the Iskut Project, located in northwestern British Columbia.

d) Snowstorm

In 2017, the Company purchased 100% of the common shares of Snowstorm Exploration LLC which owns the Snowstorm Project, located in northern Nevada. In connection with the acquisition, the Company has agreed to make a conditional cash payment of US$2.5 million if exploration activities at the Snowstorm Project result in defining a minimum of five million ounces of gold resources compliant with National Instrument 43-101 and a further cash payment of US$5.0 million on the delineation of an additional five million ounces of gold resources.

e) 3 Aces

In 2020, the Company acquired a 100% interest in the 3 Aces gold project in the Yukon, Canada from Golden Predator Mining Corp. through the issuance of 300,000 common shares valued at $6.6 million. Should the project attain certain milestones, including the confirmation of a National Instrument 43-101 compliant mineral resource of 2.5 million ounces of gold, the Company will pay an additional $1 million, and upon confirmation of an aggregate mineral resource of 5 million ounces of gold, the Company will pay an additional $1.25 million.

f) Grassy Mountain

In 2013, the Company sold 100% of its interest in the Grassy Mountain Project with a net book value of $0.8 million retained within mineral properties, related to the option to either receive, at the discretion of the Company, a 10% net profits interest royalty or a $10 million cash payment. Settlement is due four months after the later of: the day that the Company receives a feasibility study on the project; and the day that the Company is notified that permitting and bonding for the mine is in place. The current owner of the Grassy Mountain Project is Paramount who completed a feasibility study in 2020 but they have not notified the Company that permitting and bonding for the mine is in place.

Page 12

9. Accounts payable and accrued liabilities

($000s)	September 30, 2023	December 31, 2022
Trade payables	18,964	15,686
Non-trade payables and accrued expenses (a)	39,860	27,270
	58,824	42,956

(a) Non-trade payables and accrued expenses include $38.2 million (December 31, 2022 - $26.3 million) of accrued expenses related to construction at KSM.

10. Provision for reclamation liabilities

($000s)	September 30, 2023		December 31, 2022
Beginning of the period	10,846		8,442
Disbursements	(2,794	)	(4,519	)
Environmental rehabilitation expense	-		6,851
Accretion	188		72
End of the period	8,240		10,846
Provision for reclamation liabilities – current	4,343		4,343
Provision for reclamation liabilities – long-term	3,897		6,503
	8,240		10,846

The estimate of the provision for reclamation obligations, as at September 30, 2023, was calculated using the estimated undiscounted cash flows of future reclamation costs of $8.8 million (December 31, 2022 - $11.5 million) and the expected timing of cash payments required to settle the obligations between 2023 and 2026. As at September 30, 2023, the discounted future cash outflows are estimated at $8.2 million (December 31, 2022 - $10.8 million). The nominal discount rate used to calculate the present value of the reclamation obligations was 4.8% at September 30, 2023 (4.07% - December 31, 2022). During the nine months ended September 30, 2023, reclamation disbursements amounted to $2.8 million (nine months ended September 30, 2022 - $3.0 million).

In 2022, the Company updated the closure plan for the Johnny Mountain mine site and charged an additional $6.6 million of rehabilitation expenses to the consolidated statements of operations and comprehensive income (loss).

In 2023, the Company placed $0.3 million on deposit as security for the reclamation obligations at KSM and 3 Aces. As at September 30, 2023, the Company has placed a total of $21.0 million (December 31, 2022 - $20.6 million) on deposit with financial institutions or with government regulators that are pledged as security against reclamation liabilities. The deposits are recorded on the consolidated statements of financial position as reclamation deposits. As at September 30, 2023, the Company had $10.3 million (December 31, 2022, $7.9 million) of uncollateralized surety bond, issued pursuant to arrangements with an insurance company, in support of environmental closure costs obligations related to the KSM and 3 Aces projects.

Page 13

11. Secured Note liabilities

(a) 2022 Secured Note

On February 25, 2022, the Company, through its wholly-owned subsidiary, KSM Mining ULC (“KSMCo”) signed a definitive agreement to sell a secured note (“2022 Secured Note”) that is to be exchanged at maturity for a silver royalty on its 100% owned KSM Project (“KSM”) to institutional investors (“Investors”) for US$225 million. The transaction closed on March 24, 2022. The key terms of the 2022 Secured Note include:

● When the 2022 Secured Note matures, the Investors will use all of the principal amount repaid on maturity to purchase a 60% gross silver royalty (the “Silver Royalty”). Maturity occurs upon the first to occur of:

a) Commercial production being achieved at KSM; and

b) Either on March 24, 2032, the 10-year anniversary, or if the Environmental Assessment Certificate (“EAC”) expires and the Investors do not exercise their right to put the 2022 Secured Note to the Company, on March 24, 2035, the 13-year anniversary of the issue date of the 2022 Secured Note.

● Prior to its maturity, the 2022 Secured 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.

● The Company has the option to buyback 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.

● 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 2022 Secured Note back to the Company for US$232.5 million, with the Company able to satisfy such amount in cash or by delivering common shares at its 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 KSM’s EAC expires at anytime while the 2022 Secured Note is outstanding, the Investors can put the 2022 Secured Note back to the Company for US$247.5 million at any time over the following nine months, with the Company able to satisfy such amount in cash or by delivering common shares at its option. If the Investors exercise this put right, the Investors’ right to purchase the Silver Royalty terminates.

● If commercial production is not achieved at KSM prior to March 24, 2032, the Silver Royalty payable to the Investors will increase to a 75% gross silver royalty (if the EAC expires during the term of the 2022 Secured Note and the corresponding put right is not exercised by the Investors, this uplift will occur at the thirteenth anniversary from closing).

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

● The Company’s obligations under the 2022 Secured Note are secured by a charge over all of the assets of KSMCo and a limited recourse guarantee from the Company secured by a pledge of the shares of KSMCo.

To satisfy the interest payment on the 2022 Secured Note, during 2023, the Company issued 977,745 common shares, in respect of the interest incurred during nine months ended September 30, 2023.

A number of the above noted options within the agreement represent embedded derivatives. Management has elected to not separate these embedded derivatives from the underlying host secured note, and instead account for the entire secured note as a financial liability at fair value through profit or loss.

Page 14

The Company entered into the loan commitment within the scope of IFRS 9 ‘Financial Instruments’ on February 25, 2022 related to the 2022 Secured Note, as at that date, the Company and the Investors were committed under pre-specified terms and conditions to complete the transaction. The loan commitment was initially recognized at a fair value of US$225 million. Upon funding of the 2022 Secured Note on March 24, 2022, the loan commitment was settled with no gain or loss recognized.

The 2022 Secured Note was recognized at its estimated fair value at initial recognition of $282.3 million (US$225 million) using a discounted cash flow model with a Monte Carlo simulation. This incorporated several scenarios and probabilities of the EAC expiring, achieving commercial production and securing project financing, silver prices forecast from five year quoted forward price, and the discount rates. During the nine months ended September 30, 2023, the fair value of the 2022 Secured Note decreased, and the Company recorded $5.4 million gain (year ended December 31, 2022 - $18.7 million gain) on the remeasurement.

The following inputs and assumptions were used in the determination of fair value:

Inputs and assumptions	September 30, 2023			December 31, 2022
Forecast silver production in thousands of ounces		166,144			166,144
Five year quoted future silver price	US$ 27.06			US$ 29.38
Risk-free rate		4.7	%		3.4	%
Credit spread		4.7	%		5.3	%
Share price volatility		60	%		60	%
Silver royalty discount factor		9.6	%		8.6	%

The carrying amount for the 2022 Secured Note is as follows:

($000s)	September 30, 2023		December 31, 2022
Fair value beginning of the period	263,541		282,263
Change in fair value (gain) loss through profit and loss	(18,426	)	(36,967	)
Change in fair value (gain) loss through other comprehensive income (loss)	12,419		(2,912	)
Foreign currency translation (gain) loss	587		21,157
Total change in fair value	(5,420	)	(18,722	)
Fair value end of the period	258,121		263,541

Page 15

Sensitivity Analysis:

For the fair value of the 2022 Secured Note, reasonably possible changes at the reporting date to one of the significant inputs, holding other inputs constant, would have the following effects:

Key Inputs	Inter-relationship between significant inputs and fair value measurement	Increase (decrease) (millions)
Key observable inputs	The estimated fair value would increase (decrease) if:
● Silver price forward curve	● Future silver prices were 10% higher	$	13.4
	● Future silver prices were 10% lower	$	(13.5	)
● Discount rates	● Discount rates were 1% higher	$	(21.0	)
	● Discount rates were 1% lower	$	24.6
Key unobservable inputs
● Forecasted silver production	● Silver production indicated silver ounces were 10% higher	$	13.4
	● Silver production indicated silver ounces were 10% lower	$	(13.5	)

(b) 2023 Secured Note

On May 11, 2023, the Company announced that it, through its wholly-owned subsidiary, KSM Mining ULC (“KSMCo”), had agreed to the principal terms of a royalty agreement under which Sprott Resource Streaming and Royalty Corp. (“Sprott”) would pay KSMCo US$150 million and KSMCo would grant Sprott a 1.2% net smelter royalty (“NSR”) on the KSM project. Thereafter, the Company and Sprott agreed to restructure the proposed transaction as the sale of a secured note and, on June 28, 2023, the Company and KSMCo, signed a definitive agreement to sell a secured note (“2023 Secured Note”) that is to be exchanged at maturity for a net smelter returns royalty (the “NSR”) on its 100% owned KSM Project (“KSM”) to Sprott for US$150 million. The transaction closed on June 29, 2023. The key terms of the 2023 Secured Note include:

● When the 2023 Secured Note matures, Sprott will use all of the principal amount repaid on maturity to purchase a 1% NSR, subject to adjustment of the amount as described below. Maturity occurs upon the first to occur of:

a) Commercial production being achieved at KSM; and

b) Either on March 24, 2032 or, if the Environmental Assessment Certificate (“EAC”) expires and the Investors do not exercise their right to put the 2023 Secured Note to the Company, on March 24, 2035.

● Prior to its maturity, the 2023 Secured Note bears interest at 6.5% per annum, payable quarterly in arrears. However, payment of quarterly interest due on or before June 29, 2025 (the “Deferred Interest”) will be deferred and the Deferred Interest plus interest accrued on it (the “Interest Deferral Amount”) is payable in a lump sum on or before December 29, 2025.

● KSMCo can pay the Interest Deferral Amount in the amount of US$21.5M by paying Sprott. Instead of paying the Interest Deferral Amount, KSMCo can elect to increase the size of the NSR to be sold to Sprott on the Maturity Date from a 1% NSR to a 1.2% NSR (the “Royalty Increase Election”).

● The Company can elect to satisfy quarterly interest payments due by paying in cash or Seabridge common shares. The requirement to make quarterly interest payments expires on the maturity date.

Page 16

● If commercial production is not achieved at the KSM Project prior to March 24, 2032, the size of the NSR to be sold to Sprott on the Maturity Date will increase to 1.25% if KSMCo paid the Interest Deferral Amount in cash or shares, or to 1.5% if KSMCo made the Royalty Increase Election (the applicable increase being the “Production Delay Increase”).

● The Company has the option to purchase the NSR amount down (after the NSR is sold to Sprott) to a 0.5% NSR (or to 0.625% if the Production Delay Increase occurred) on or before three years after commercial production has been achieved, for an amount that provides Sprott a minimum guaranteed annualized return.

● If project financing to develop, construct and place KSM into commercial production is not in place by March 24, 2027, Sprott can put the 2023 Secured Note back to the Company for:

a) if the Company is obligated to sell Sprott a 1% NSR on the Maturity Date at the time, US$155 million plus accrued and unpaid interest, or

b) if the Company is obligated to sell Sprott a 1.2% or 1.5% NSR on the Maturity Date at the time, US$180 million plus accrued and unpaid interest.

This Sprott put right expires once such project financing is in place. If Sprott exercises this put right, Sprott’s right to purchase the NSR terminates.

● If KSM’s EAC expires at anytime while the 2023 Secured Note is outstanding, Sprott can put the 2023 Secured Note back to the Company at any time over the following nine months for:

a) if the Company is obligated to sell Sprott a 1% NSR on the Maturity Date at the time, US$165 million plus accrued and unpaid interest, or

b) if the Company is obligated to sell Sprott a 1.2% NSR on the Maturity Date at the time, US$186.5 million plus accrued and unpaid interest.

If Sprott exercises this put right, Sprott’s right to purchase the NSR terminates.

● The Company can elect to satisfy payments due on Sprott’s exercise of either of its put rights in cash or by delivering common shares.

● No amount payable shall be paid in common shares if, after the payment, Sprott would own more than 9.9% of the Company’s outstanding shares.

● The Company’s obligations under the 2023 Secured Note are secured by a charge over all of the assets of KSMCo and a limited recourse guarantee from the Company secured by a pledge of the shares of KSMCo.

A number of the above noted options within the agreement represent embedded derivatives. Management has elected to not separate these embedded derivatives from the underlying host secured note, and instead account for the entire secured note as a financial liability at fair value through profit or loss.

The 2023 Secured Note was recognized at its estimated fair value at initial recognition of $198.8 million (US$150 million) using a discounted cash flow model with a Monte Carlo simulation. This incorporated several scenarios and probabilities of the EAC expiring, achieving commercial production and securing project financing, metal prices forecast and discount rates. During the current quarter, the fair value of the 2023 Secured Note increased, and the Company recorded $31.7 million gain on the remeasurement.

Page 17

The following inputs and assumptions were used in the determination of fair value:

Inputs and assumptions	September 30, 2023			June 29, 2023
Forecast NSR:
Gold in thousands of ounces		10,500			10,500
Silver in thousands of ounces		29,876			29,876
Copper in millions of pounds		19,322			19,322
Molybdenum in millions of pounds		152			152
Five year quoted future metal price
Gold per ounce	US$ 2,390.17			US$ 2,346.82
Silver per ounce	US$ 27.06			US$ 27.48
Copper per pound	US$ 3.96			US$ 3.65
Molybdenum per pound	US$ 33.43			US$ 29.26
Risk-free rate		4.7	%		3.9	%
Credit spread		4.7	%		5.4	%
Share price volatility		60	%		60	%
NSR royalty discount factor		9.6	%		9.1	%

The carrying amount for the 2023 Secured Note is as follows:

($000s)	September 30, 2023	June 29, 2023
Fair value beginning of the period	198,600	198,825
Change in fair value (gain) loss through profit and loss	8,051	-
Change in fair value (gain) loss through other comprehensive income (loss)	18,517	-
Foreign currency translation (gain) loss	5,370	(225	)
Total change in fair value	31,938	(225	)
Fair value end of the period	230,538	198,600

Sensitivity Analysis:

For the fair value of the 2023 Secured Note, reasonably possible changes at the reporting date to one of the significant inputs, holding other inputs constant, would have the following effects:

Key Inputs	Inter-relationship between significant inputs and fair value measurement	Increase (decrease) (millions)
Key observable inputs	The estimated fair value would increase (decrease) if:
● Metals price forward curve	● Future metal prices were 10% higher	$	16.4
	● Future metal prices were 10% lower	$	(16.6	)
● Discount rates	● Discount rates were 1% higher	$	(26.6	)
	● Discount rates were 1% lower	$	31.9
Key unobservable inputs
● Forecasted metal production	● Metal production indicated volumes were 10% higher	$	15.7
	● Metal production indicated volumes were 10% lower	$	(15.9	)

Page 18

12. 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 September 30, 2023 or December 31, 2022.

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 pre-operating 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.

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 2023. The Company considers its capital to be share capital, stock-based compensation, warrants, contributed surplus and deficit. The Company is not subject to externally imposed capital requirements.

a) Equity financings

During the first quarter of 2021, the Company entered into an 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 was in effect until the Company’s US$775 million Shelf Registration Statement, that expired in December 2022, was replaced with a new US$750 million the same month. During the first quarter of 2023, a US$100 million prospectus supplement was filed and the program was renewed. In the first quarter of 2023, the Company entered into a new 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$100 million in value of common shares of the Company. This program can be in effect until the Company’s US$750 million Shelf Registration Statement expires in 2025. During the nine months ended September 30, 2023, the Company issued 1,569,995 shares, at an average selling price of $18.01 per share, for net proceeds of $27.7 million under the Company’s At-The-Market offering. Subsequent to the quarter end, the Company issued 316,100 shares, at an average selling price of $15.84 per share, for net proceeds of $4.9 million under the Company’s At-The-Market offering. In 2022, the Company issued 998,629 shares, at an average selling price of $22.82 per share, for net proceeds of $22.3 million under the Company’s At-The-Market offering.

In December 2022, the Company issued a total of 675,400 flow-through common shares at an average $22.24 per common share for aggregate gross proceeds of $15.0 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, 2022. At the time of issuance of the flow-through shares, $4.2 million premium was recognized as a liability on the consolidated statements of financial position. During nine months ended September 30, 2023, the Company incurred $14.7 million of qualifying exploration expenditures and $4.1 million of the premium was recognized through other income on the consolidated statements of operations and comprehensive income (loss).

Page 19

b) Stock options and restricted share units

The Company provides compensation to directors and employees in the form of stock options and RSUs. 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 RSUs.

Stock option and RSU transactions were as follows:

	Options						RSUs						Total
	Number of Options		Weighted Average Exercise Price ($)		Amortized Value of options ($000s)		Number of RSUs			Amortized Value of RSUs ($000s)			Stock-based Compensation ($000s)
Outstanding January 1, 2023		477,500		15.85		4,117		345,266			538			4,655
Granted		-		-		-		20,000			26			26
Exercised option or vested RSU		-		-		-		(30,000	)		(630	)		(630	)
Amortized value of stock-based compensation		-		-		-		-			2,467			2,467
Outstanding at September 30, 2023		477,500		15.85		4,117		335,266			2,401			6,518
Exercisable at September 30, 2023		477,500

	Options								RSUs						Total
	Number of Options			Weighted Average Exercise Price ($)		Amortized Value of options ($000s)			Number of RSUs			Amortized Value of RSUs ($000s)			Stock-based Compensation ($000s)
Outstanding at January 1, 2022		1,023,334			14.61		8,125			173,800			572			8,697
Granted		-			-		-			320,266			187			187
Exercised option or vested RSU		(540,834	)		13.54		(3,974	)		(148,800	)		(3,172	)		(7,146	)
Expired		(5,000	)		13.14		(34	)		-			-			(34	)
Amortized value of stock-based compensation		-			-		-			-			2,951			2,951
Outstanding at December 31, 2022		477,500			15.85		4,117			345,266			538			4,655
Exercisable at December 31, 2022		477,500

Page 20

The outstanding share options at September 30, 2023 expire at various dates between October 2023 and June 2024. A summary of options outstanding, their remaining life and exercise prices as at September 30, 2023 is as follows:

Options Outstanding				Options Exercisable
		Number		Remaining	Number
Exercise price		outstanding		contractual life	Exercisable
$	16.94		50,000	1 months		50,000
$	15.46		377,500	3 months		377,500
$	17.72		50,000	9 months		50,000
			477,500			477,500

Subsequent to the quarter end, 50,000 stock options, with exercise price of $16.94 per option, expired.

During the nine months ended September 30, 2023, 30,000 RSUs vested and nil options were exercised. During the year ended December 31, 2022, 540,834 options were exercised for proceeds of $3.9 million, and 148,800 RSUs vested. The weighted average share price at the date of exercise of options was $18.74.

During the second quarter of 2023, 20,000 RSUs were granted to two newly appointed Board members. The RSUs vest at the earlier of three years and the date at which the member retires from the Board. The fair value of the grants, of $0.3 million, was estimated as at the grant date to be amortized over the expected service period of the grants.

In December 2022, 310,266 RSUs were granted. Of these, 37,500 RSUs were granted to Board members, 232,266 RSUs were granted to members of senior management, and the remaining 40,500 RSUs were granted to other employees of the Company. The fair value of the grants, of $5.1 million, was estimated as at the grant date to be amortized over the expected service period of the grants. The expected service period ranges from nine months to three years from the date of the grant and is dependent on certain corporate objectives being met. Of the $5.1 million fair value of the grants, $0.1 million was amortized during the fourth quarter of 2022, $2.2 million was amortized during the nine months ended September 30^th, and the remaining $2.8 million will be amortized over the remaining estimated service periods of the respective tranches.

During the third quarter of 2022, 10,000 RSUs were granted to a Board member. Half of the RSUs vested on the first anniversary of the appointment and the remaining half will vest on the second anniversary. The fair value of the grants, of $0.2 million, was estimated as at the grant date to be amortized over the expected service period of the grants. As at September 30, 2023, $0.1 million of the fair value of the grants was amortized.

In December 2021, 123,800 RSUs were granted. Of these, 28,000 RSUs were granted to Board members, 75,200 RSUs were granted to members of senior management, and the remaining 20,600 RSUs were granted to other employees of the Company. The fair value of the grants, of $2.6 million, was estimated as at the grant date to be amortized over the expected service period of the grants. The expected service period of approximately four months from the date of the grant was dependent on certain corporate objectives being met. Of the $2.6 million fair value of the grants, $0.4 million was amortized during the fourth quarter 2021, and the remaining $2.2 million was amortized during the first quarter of 2022. During the second quarter of 2022, 128,800 RSUs were vested and 119,800 RSUs were exchanged for common shares of the Company.

During the third and fourth quarter of 2021, 40,000 RSUs were granted to three new members of senior management. Half of the RSUs vested on the first anniversary of employment and the remaining half vested on the second anniversary. The fair value of the grants, of $0.9 million, was estimated at the grant date to be amortized over the expected service period of the grants. As at September 30, 2023, $0.9 million fair value of the grants was amortized.

Page 21

During the second quarter of 2021, 10,000 RSUs were granted to a Board member. Half of the RSUs vested on the first anniversary of the appointment and the remaining half vested on the second anniversary. The fair value of the grants, of $0.2 million, was estimated as at the grant date to be amortized over the expected service period of the grants. As at September 30, 2023, $0.2 million fair value of the grants was amortized.

c) Basic and diluted net income (loss) per common share

Basic and diluted net income (loss) attributable to common shareholders of the Company for the three and nine months ended September 30, 2023 was $5.3 million and $7.1 million net loss, respectively (three and nine months ended September 30, 2022 – $5.0 million and $17.9 million net income, respectively).

Earnings per share has been calculated using the weighted average number of common shares and common share equivalents issued and outstanding during the period. Stock options are reflected in diluted earnings per share by application of the treasury method. The following table details the weighted average number of outstanding common shares for the purpose of computing basic and diluted earnings (loss) per common share for the following periods:

	Three months ended September 30,					Nine months ended September 30,
(Number of common shares)	2023		2022			2023		2022
Basic weighted average shares outstanding		83,484,693		80,282,633			82,499,543		79,897,513
Weighted average shares dilution adjustments:
Stock options 1		-		92,073			-		205,418
RSUs		-		-			-		-
Diluted weighted average shares outstanding		83,484,693		80,374,706			82,499,543		80,102,931
Weighted average shares dilution exclusions: 2
Stock options 1		1,574		-			31,220		-
RSUs		142,679		(5,005	)		154,675		(7,563	)

1) Dilutive stock options were determined using the Company’s average share price for the period. For the three and nine months ended September 30, 2023, the average share price used was $15.9 and $16.96, respectively (three and nine months ended September 30, 2022 - $16.5 and $19.46, respectively).

2) These adjustments were excluded as they are anti-dilutive.

Page 22

13. Cash flow items

Adjustment for other non-cash items within operating activities:

			Three months ended September 30,						Nine months ended September 30,
($000s)	Notes		2023			2022			2023			2022
Impairment of investment in associate		6		-			-			-			873
Equity loss of associate		6		45			53			165			143
Environmental rehabilitation expense		10		-			141			-			99
Unrealized gain on convertible notes receivable				-			(49	)		37			(40	)
Accrued interest income on convertible notes receivable		6		(21	)		(20	)		(41	)		(39	)
Depreciation		8		34			-			99			95
Finance costs, net		10		65			19			188			53
Effects of exchange rate fluctuation on cash and cash equivalents				(684	)		(1,957	)		(454	)		(3,331	)
				(561	)		(1,813	)		(6	)		(2,147	)

14. 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.

Page 23

The Company’s fair values of financial assets and liabilities were as follows:

	September 30, 2023
($000s)	Carrying Amount		Level 1		Level 2		Level 3		Total Fair Value
Assets
Cash and cash equivalents		118,962		118,962		-		-		118,962
Short-term deposits		10,092		10,092						10,092
Amounts receivable		6,826		6,826		-		-		6,826
Investment in marketable securities		3,512		3,512		-		-		3,512
Convertible notes receivable		594		-		-		594		594
Long-term receivables		13,227		13,227		-		-		13,227
		153,213		152,619		-		594		153,213
Liabilities
Accounts payable and accrued liabilities		58,824		58,824		-		-		58,824
Secured notes		488,659		-		-		488,659		488,659
		547,483		58,824		-		488,659		547,483

	December 31, 2022
($000s)	Carrying Amount	Level 1	Level 2	Level 3	Total Fair Value
Assets
Cash and cash equivalents	46,150	46,150	-	-	46,150
Short-term deposits	81,690	81,690	-	-	81,690
Amounts receivable	6,260	6,260	-	-	6,260
Investment in marketable securities	3,696	3,696	-	-	3,696
Convertible notes receivable	631	-	-	631	631
Long-term receivables	13,203	13,203	-	-	13,203
	151,630	150,999	-	631	151,630
Liabilities
Accounts payable and accrued liabilities	42,956	42,956	-	-	42,956
Secured notes	263,541	-	-	263,541	263,541
	306,497	42,956	-	263,541	306,497

The carrying value of cash and cash equivalents, short-term deposits, amounts receivable and accounts payable and accrued liabilities approximate their fair values due to the short-term maturity of these financial assets and liabilities.

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, convertible notes receivable, and receivables included in amounts receivable and prepaid expenses. The Company has no significant concentration of credit risk arising from operations. The 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.

Page 24

Liquidity Risk

The Company’s ability to fund its operations and capital expenditures and other obligations as they become due is dependent upon market conditions. The Company has in place an At-the-Market Offering that allows for the issuance of up to US$100 million of its common shares and has been an effective source of funding. During the nine months ended September 30, 2023, the Company raised $27.7 million, and has room for an additional US$78.9 million.  The Company intends to fully utilize the At-the-Market Offering currently in place and believes that with this it will have sufficient liquidity to continue its operations, including those related to Substantial Start, and meet its obligations for the next twelve months. As the Company does not generate cash inflows from operations, the Company is dependent upon external sources of financing to fund its exploration projects and on-going activities. If required, the Company will seek additional sources of cash to cover its proposed exploration and development programs at its key projects, in the form of equity financing and from the sale of non-core assets. Refer to Note 12 for details on equity financing.

The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at September 30, 2023, the Company had cash and cash equivalents of $119.0 million and short-term deposits of $10.1 million (December 31, 2022 - $46.2 million and $81.7 million, respectively) for settlement of current financial liabilities of $63.2 million (December 31, 2022 - $47.3 million). Except for the Secured Note liabilities and the reclamation obligations, the Company’s financial liabilities are primarily subject to normal trade terms. The Company’s ability to fund its operations and capital expenditures and other obligations as they become due is dependent upon market conditions.

The following tables detail the Company’s expected remaining contractual cash flow requirements for its financial liabilities on repayment or maturity periods. The amounts presented are based on the contractual undiscounted cash flows and may not agree with the carrying amounts in the Consolidated Statements of Financial Position.

($000s)	Less than 1 year	1-3 years	3-5 years	Greater than 5 years	Total
2022 Secured Note including interest	19,856	39,712	39,712	158,841	258,121
2023 Secured Note including interest	-	45,738	26,476	158,324	230,538
Flow-through share expenditures	296	-	-	-	296
Lease obligation	996	1,169	149	324	2,638
	21,148	86,619	66,337	317,489	491,593

Market Risk

(a) Interest Rate Risk

Interest rate risk is the risk that the future cash flows of a financial instrument or its fair value will fluctuate because of changes in market interest rates. The Secured Note liabilities (Note 11) bear interest at a fixed rate of 6.5% per annum. The Company’s current policy is to invest excess cash in Canadian bank guaranteed notes (short-term deposits). 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 secure note liability and the related interest payments are denominated in US dollars. The Company has the option to pay the interest either in cash or in shares. The Company also funds certain operations, exploration and administrative expenses in the United States on a cash call basis using US dollar cash on hand or converted from its Canadian dollar cash. Management believes the foreign exchange risk derived from currency conversions is not significant to its operations and has not entered into any foreign exchange hedges. As at September 30, 2023, the Company had cash and cash equivalents, investment in associate, convertible notes receivable, loan receivable, reclamation deposits, accounts payable, accrued liabilities and secured notes that are in US dollars.

Page 25

(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 or has sold. In addition, the Company holds $3.5 million in a gold exchange traded receipt that is recorded on the consolidated statements 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.

15. Corporate and administrative expenses

	Three months ended September 30,		Nine months ended September 30,
($000s)	2023	2022	2023	2022
Employee compensation	1,320	1,404	4,405	3,944
Stock-based compensation	766	139	2,493	2,654
Professional fees	886	689	1,822	1,544
Other general and administrative	757	754	2,877	2,313
	3,729	2,986	11,597	10,455

16. Related party disclosures

During the nine months ended September 30, 2023 and 2022, 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.

17. Income taxes

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 the flow-through shares, reducing CEE deductions. Notice of objections to the Company’s and investors’ reassessments have been filed for all those that have been 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 and that have been reassessed by depositing the amount of their reassessments, including interest charges, into the accounts of the reassessed investors with the Receiver General in return for such investors agreement to object to their respective reassessments and to repay the Company any refund of the amount deposited on their behalf upon resolution of the Company’s appeal. During 2021 and 2022, the Company deposited $9.3 million into the accounts of certain investors with the Receiver General. The deposits made have been recorded as long-term receivables on the statement of financial position as at September 30, 2023. The potential tax indemnification to the investors is estimated to be $10.8 million, plus $2.9 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.

Page 26

18. Commitments and contingencies

	Payments due by years
($000s)	Total		2023		2024-25		2026-27		2028-29
2022 Secured Note – interest		124,100		4,964		39,712		39,712		39,712
2023 Secured Note – interest		88,761		-		35,809		26,476		26,476
Capital expenditure obligations		122,861		60,719		62,142		-		-
Flow-through share expenditures		296		296		-		-		-
Mineral interests		4,956		-		1,652		1,652		1,652
Lease obligation		2,638		996		1,169		149		324
		343,612		66,975		140,484		67,989		68,164

In 2022, the Company entered into a Facilities Agreement with 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 $32.9 million of which the Company has paid $24.9 million to BC Hydro and the remaining balance is due in December 2023. In addition, the Facilities Agreement requires $59.8 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 has paid $57.1 million to BC Hydro and the balance is due in December 2023. The $59.8 million system reinforcement security will be forgiven annually, typically over a period of less than 8 years, based on project power consumption. Once the December 2023 payments are made for construction and system reinforcement, the Company will have deposited $92.7 million with BC Hydro. The Company and BC Hydro are in discussions related to cost overruns anticipated for both the construction and system reinforcement work and have added $56 million as a contingency for 2024-2025. Final estimates and timing of payments that may have to be made should be determined by December 31, 2023.

Prior to its maturity, the 2022 Secured Notes bear 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.

Prior to its maturity, the 2023 Secured Note bears interest at 6.5% or US$9.8 million per annum, payable quarterly in arrears. Payment of quarterly interest due from the closing date to the second anniversary is deferred and US$21.5 million must be paid on or before 30 months after the closing date. Ongoing quarterly interest can be satisfied by way of cash, common shares or increasing the NSR percentage from 1 to 1.2%. Refer to Note 11 for details on the secured notes.

Page 27 

EX-99.2

Exhibit 99.2

SEABRIDGE GOLD INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

THIRD QUARTER ENDED

SEPTEMBER 30, 2023

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 13, 2023, 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, 2023. 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, 2022, and the 2022 Annual Information Form filed on SEDAR at www.sedarplus.ca. 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, 2023 and the comparative period 2022 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, the Snowstorm Project in Nevada and the 3 Aces gold project in Yukon. 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”.

Page 1

Results of Operations

During the current quarter, the Company recorded net loss of $5.3 million, or $(0.06) per share, on a both basic and diluted basis. During the comparative period of 2022, the Company recorded net earnings of $5.0 million, or $0.06 per share, on both basic and diluted basis.

During the nine months ended September 30, 2023, the Company recorded a net loss of $7.1 million, or ($0.09) per share, on both basic and diluted basis. During the comparative period in 2022, the Company recorded net earnings of $17.9 million, or $0.22 per share, on a both basic and diluted basis.

During the current quarter, the company’s earnings were negatively impacted by foreign exchange loss, corporate and administrative expenses, finance costs, and stock-based compensation, partially offset by unrealized gain due to change in the fair value of the Company’s Secured Note liabilities, other income on flow-through shares and interest income. During the nine months ended September 30, 2023, the factors contributing to the net loss were corporate and administrative expenses, foreign exchange loss, finance costs, and stock-based compensation, offset by unrealized gain due to change in the fair value of the Company’s Secured Note liabilities, other income on flow-through shares and interest income.

The change in the fair value of the Secured Note liabilities during the three and nine months ended September 30, 2023 and comparative period in 2022 is summarized in the following table.

($000s)	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
2022 Secured Note:
Remeasurement gain	19,793		24,897		18,426		56,463
Foreign Exchange loss	(6,643	)	(13,571	)	(586	)	(20,735	)
Total gain through profit or loss	13,150		11,326		17,840		35,728
Gain (loss) through other comprehensive income (loss)	(13,546	)	2,329		(12,419	)	25,873
Decrease (increase) in fair value during the period	(396	)	13,655		5,421		61,601
2023 Secured Note:
Remeasurement loss	(8,051	)	-		(8,051	)	-
Foreign Exchange loss	(5,370	)	-		(5,145	)	-
Total loss through profit or loss	(13,421	)	-		(13,196	)	-
Loss through other comprehensive income (loss)	(18,517	)	-		(18,517	)	-
Increase in fair value during the period	(31,938	)	-		(31,713	)	-
2022 and 2023 Secured Notes:
Remeasurement gain	11,742		24,897		10,375		56,463
Foreign Exchange loss	(12,013	)	(13,571	)	(5,731	)	(20,735	)
Total gain (loss) through profit or loss	(271	)	11,326		4,644		35,728
Gain (loss) through other comprehensive income (loss)	(32,063	)	2,329		(30,936	)	25,873
Decrease (increase) in fair value during the period	(32,334	)	13,655		(26,292	)	61,601

Page 2

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

2022 Secured Note:

Inputs and assumptions	September 30, 2023			December 31, 2022
Forecast silver production in thousands of ounces		166,144			166,144
Five-year quoted future silver price	US$	27.06		US$	29.38
Risk-free rate		4.7	%		3.4	%
Credit spread		4.7	%		5.3	%
Share price volatility		60	%		60	%

2023 Secured Note:

Inputs and assumptions	September 30, 2023			June 29, 2023
Forecast NSR:
Gold in thousands of ounces		10,500			10,500
Silver in thousands of ounces		29,876			29,876
Copper in millions of pounds		19,322			19,322
Molybdenum in millions of pounds		152			152
Five year quoted future metal price
Gold per ounce	US$	2,390.17		US$	2,352.04
Silver per ounce	US$	27.06		US$	27.51
Copper per pound	US$	3.96		US$	3.64
Molybdenum per pound	US$	33.43		US$	22.99
Risk-free rate		4.7	%		3.9	%
Credit spread		4.7	%		5.4	%
Share price volatility		60	%		60	%
NSR royalty discount factor		9.1	%		9.1	%

The fair value of the 2022 Secured Note and 2023 Secured Note was estimated using Level 3 inputs and is most sensitive to changes in discount rates, metal prices, and forecasted production.

It should be noted that the remeasurement of the Secured Note liabilities under IFRS lead to significant gains or losses over time due to changes in the input variables. However, these swings in fair value will have no impact on the actual outcome of the notes at maturity. Either the notes will be put back to the Company at the prescribed fixed price under the rights of the noteholders, or the note will be exchanged for the prescribed royalty and NSR, at maturity.

Page 3

During the three and nine months ended September 30, 2023, cash compensation and corporate and administrative expenses increased from comparative periods in 2022 by $0.7 million and $1.1 million respectively, mainly due to travel costs, insurance costs, and external consulting and professional fees.

Stock-based compensation expense related to RSUs decreased by $0.2 million, from $2.7 million in the first nine months of 2022 to $2.5 million in the current period. The decrease was mainly due to the fact that the RSUs granted in December 2022 had a range of estimated vesting periods of up to 36 months compared to RSUs granted in December 2021 that had a vesting period of 4 months and had vested in the second quarter of 2022.

The Company’s stock-based compensation expenses related to restricted share units are illustrated in the following tables:

			($000s)
RSUs granted	Number of RSUs			Grant date fair value		Expensed prior to 2022		Expensed in 2022		Expensed in 2023		Balance to be expensed
June 24, 2021		10,000			222		-		185		37		-
September 1, 2021		20,000			454		75		304		75		-
September 07, 2021		10,000			229		36		155		38		-
October 1, 2021		10,000			195		24		122		49		-
December 13, 2021		123,800			2,622		437		2,185		-		-
July 04, 2022		10,000			159		-		52		67		40
December 13, 2022		310,266			5,073		-		135		2,201		2,737
June 28, 2023		20,000			312		-		-		26		286
							572		3,138		2,493		3,063

The Company recognized a foreign exchange loss of $11.1 million and $5.4 million in the three and nine months ended September 30, 2023, respectively, compared to a loss of $11.1 million and $12.1 million in the three and nine months ended September 30, 2022, respectively.

Foreign exchange loss of $11.1 million recognized during the current quarter was the net result of a $12.0 million loss associated with the Secured Note liabilities, partially offset by $0.9 million gain recognized mainly on the US dollar-denominated cash translated to Canadian dollars during the period. Foreign exchange loss of $5.4 million recognized during nine months ended September 30, 2023, was the net result of $5.7 million loss associated with the Secured Note liabilities, partially offset by $0.3 million gain recognized mainly on the US dollar-denominated cash translated to Canadian dollars during the period.

During the three months ended September 30, 2022, the Company recognized $13.6 million of unrealized foreign exchange loss associated with the 2022 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 2022 Secured Note, partially offset by $8.7 million realized foreign exchange gain recognized mainly on US dollar-denominated cash and short-term investments converted to Canadian dollars during the period.

Page 4

Finance costs amounted to $0.1 million and $2.1 million in the three and nine months ended September 30, 2023, respectively, compared to $0.03 million and $3.4 million in the three and nine months ended September 30, 2022, respectively. The finance costs incurred during the current and comparative year primarily related to the secured notes financings.

The Company holds one investment in an associate that is accounted for on an equity basis. 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 income (loss).

During the current quarter, the Company recognized income tax expense of $6.4 million, primarily due to the deferred tax liability arising from the gain recognized on remeasurement of the fair value of the 2022 Secured Note, and the renouncement of expenditures related to the December 2022 flow-through shares issued which are capitalized for accounting purposes. The income tax expense was partially offset by income tax recovery arising from the foreign exchange loss and other losses in the period.

During the nine months ended September 30, 2023, the Company recognized income tax expense of $5.5 million, primarily due to the deferred tax liability arising from the gain recognized on remeasurement of the fair value of the 2022 Secured Notes, and from the renouncement of expenditures related to the December 2022 flow-through shares issued which are capitalized for accounting purposes, offset by the foreign exchange loss and other losses during the period. The income tax impact of the revaluation of the 2022 Secured Note that was recorded through other comprehensive income (loss) during the three and nine months ended September 30, 2023, of $3.7 million and $3.4 million respectively, was also recorded through other comprehensive income (loss).

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 2022 Secured Note, 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 2022 Secured Note 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).

Page 5

Quarterly Information

Selected financial information for the last eight quarters ending September 30, 2023 is as follows:

(in thousands of Canadian dollars,	2023								2022										2021
except per share amounts)	Q3			Q2		Q1			Q4			Q3		Q2		Q1			Q4
Revenue	-					-			-			-		-		-			-
Earnings (loss) for the period		(5,292	)		8,985		(10,784	)		(25,246	)		5,045		19,088		(6,281	)		(8,546	)
Basic earnings (loss) per share		(0.06	)		0.11		(0.13	)		(0.31	)		0.06		0.24		(0.08	)		(0.11	)
Diluted earnings (loss) per share		(0.06	)		0.11		(0.13	)		(0.31	)		0.06		0.24		(0.08	)		(0.11	)

Change in the fair values of Secured Note liabilities is summarized in the following table.

	2023								2022											2021
(in thousands of Canadian dollars)	Q3			Q2		Q1			Q4			Q3			Q2			Q1		Q4
Change in fair value through profit of loss:
Fair value Remeasurement gain (loss)		11,742			10,379		(11,746			(19,495			24,897			31,566			-		-
Unrealized foreign exchange gain (loss)		(12,013	)		5,723		559			(423	)		(13,571	)		(8,266	)		1,102		-
Total change in fair value gain (loss) through profit or loss		(271	)		16,102		(11,187	)		(19,918	)		13,326			23,301			1,102		-
Change in fair value gain (loss) through other comprehencive income (loss)		(13,546	)		8,728		(7,601	)		(22,961	)		2,329			23,544			-		-
Total change in fair value		(13,817	)		24,830		(18,788	)		(42,879	)		13,655			46,845			1,102		-

In the first quarter of 2022, the loss for the period included $2.3 million of stock-based compensation expense related to the amortization of RSUs granted in December 2021 that were vested during the second quarter of 2022. In the fourth quarter 2022, the loss included $6.6 million of rehabilitation expenses related to the Johnny Mountain Mine. In the fourth quarter of 2021, the loss included $5.4 million of rehabilitation expenses related to the Johnny Mountain Mine.

Page 6

Site Capture Activities and Mineral Interests

During the nine months ended September 30, 2023, the Company’s main efforts and most significant spending were focused on its 2023 site capture and early infrastructure development activities that are designed to ensure that KSM’s Environmental Assessment Certificate (“EAC”) remains in good standing.

The site capture expenditures during the nine months ended September 30, 2023, are illustrated below:

($000s)	Capital expenditures	Capitalized borrowing costs	Advance payment to BC Hydro 1	Total
Cost
As at January 1, 2022	27,061	-	9,620	36,681
Additions	148,453	14,735	28,880	192,068
As at December 31, 2022	175,514	14,735	38,500	228,749
Additions 1	131,196	14,761	43,650	189,607
As at September 30, 2023	306,710	29,496	82,150	418,356

1) During the first quarter of 2023, the Company paid $43.6 million (as at December 31, 2022, $38.5 million) to British Columbia Hydro and Power Authority (“BC Hydro”) as advance payments made pursuant to the Company signing a facilities agreement with BC Hydro in 2022, covering the design and construction of facilities to supply construction phase hydro-sourced electricity to the KSM project.

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 deadline, the EAC remains in effect for the life of the project. Significant site capture activities started in 2022 and have continued into 2023, including road, bridge, and camp construction, hydro installations, fish habitat offsetting programs, and the acquisition and transport of construction equipment and vehicles. The Company anticipates submitting its Substantial Start application to the BC government in early 2024 Work programs in 2024 will be focused on power infrastructure including the construction of the Treaty Creek Terminal switching station as well as data collection.

The 2023 full-year plan for site capture is approximately $237 million (2022 full-year actual - $180.4 million). Additionally, during 2023, the Company will incur approximately $19.7 million (2022 - $14.7 million) of interest expense related to the 2022 Secured Note that will be capitalized at KSM as borrowing costs. The plan to September 30, 2023 has been funded by the remaining proceeds of the US$225 million 2022 Secured Note issued in March 2022, proceeds from the ATM, and the proceeds of the US$150 million 2023 Secured Note.

During 2022, the Company 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. 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 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, a 50% increase in mill throughput, and the elimination of capital-intensive block cave mining. The Company is also studying the use of trolley-assist technology or how the supply of power from BC Hydro and the possible electrification of the entire mine fleet can enhance carbon optimization.

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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 2022 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 the flexibility to vary the metal output.

In July 2023, the Company was informed that Tudor Gold Corp (“Tudor”) is requesting that a certain license of occupation (the “Licence”) and Mines Act permit M-245 (the “Permit”) held by the Company’s wholly-owned subsidiary, KSM Mining ULC (KSMCo), be cancelled. The rights conveyed by the Licence and the relevant activities authorized by the Permit were initially conveyed and authorized in September 2014, and include rights and authorizations to engage in certain activities on land to which Tudor only acquired mineral rights in 2016. Tudor is claiming that, as a matter of law, the B.C. government did not have the power to issue this License and Permit. Tudor also argues that the License and Permit destroy the value of their own claims.

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The Permit authorizes various activities, including activities on claims held by Tudor, along the route of, what is projected to be, the tunnels that will connect the east and west sides of the KSM Project. The License provides KSMCo the right to occupy the area in which it intends to construct the tunnels. Once constructed, the Licence will be converted into a statutory right of way including the 12.5 km that pass through mineral claims owned by Tudor. This type of authorizations is commonly used by the B.C. government to manage activities that take place on the government-owned land base. The Licence and Permit have been in place for almost a decade and were granted after a thorough regulatory process that included participation by First Nations as well as Tudor’s joint venture partners, American Creek Resources Ltd. and Teuton Resources Corp., who were the owners of the claims at the time. The Company is of the view that Tudor’s arguments are frivolous and without merit and considers their submission particularly unjustifiable given that the authorized activities and rights held by KSMCo, which Tudor is claiming amount to the destruction of its property rights, were in place and publicly known at the time Tudor acquired its interest in the Treaty Creek Property in June 2016. In September, 2023, the Company made a submission to both the BC Ministry of Energy, Mines and Low Carbon Innovation and Ministry of Forests arguing for the dismissal of Tudor’s application. Subsequent to the Company’s submission, the Ministry of Energy, Mines and Low Carbon Innovation has sent letters to each of the Company and Tudor stating that it affirms the province of BC’s authority to grant the License and Permits that authorize mining activities on third party tenures and giving no indication that either will be cancelled or revoked.

During the nine months ended September 30, 2023, the Company added an aggregate of $52.8 million of expenditures that were attributed to mineral interests. The breakdown of the mineral interest expenditures by project is illustrated in the following table:

($000s)	Amount	Percentage
KSM	29,889	57	%
Iskut	11,686	22	%
3 Aces	4,871	9	%
Courageous Lake	2,435	5	%
Snowstorm	3,921	7	%
Total expenditures	52,802	100	%

In addition to the substantial start discussion above and advancing the KSM Project, to achieve its objectives and milestones, the Company also estimates annual costs for each of its mineral interests and tracks the actual costs against those estimates for payroll, environmental and social, technical engineering, exploration, and other holding or property costs. Below is a summary of those costs incurred at its other mineral interests during the nine months ended September 30, 2023, with comparison to the Company’s full-year plan:

($000s)	Actual	Plan (full year)
Payroll	4,608	5,585
Technical and engineering	15,889	17,011
Environmental and social	17,269	28,885
Exploration	18,110	18,916
Other property or holding costs	909	882
Total	56,785	71,279

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Technical and engineering costs include costs related to the continuing geotechnical data collection for the key mine’s infrastructure as well as the preparation of technical studies. Environmental and social endeavors mainly relate to environmental monitoring baseline studies at KSM and Iskut.

At Iskut, the Company’s full year-plan, and the actual incurred costs during the nine months ended September 30, 2023 were:

($000s)	Actual	Plan (full year)
Payroll	1,047	766
Exploration	9,895	8,001
Environmental and social	3,513	5,300
Other property or holding costs	29	-
Total	14,484	14,067

In 2023 the Company conducted an extensive drilling program at Iskut based on the analysis of the 2022 drilling and geophysical surveying programs. The work program is designed to test for deeper copper-gold porphyry systems and to expand the Bronson Slope mineral resource. Three helicopter-portable core drills were used for this program which entailed the completion of 17 drill holes exceeding 19,500 meters of core. The exploration program for Iskut will exceed $10.0 million in 2023.

In 2022, the exploration and drilling program led to the discovery of a large, well-mineralized breccia pipe beneath the historic Bronson Slope skarn deposit. The extensive quartz-magnetite pipe, which has been identified as the source of the Bronson Slope deposit, holds broadly disseminated gold and copper mineralization from multiple hydrothermal eruptive events believed to originate from a major porphyry intrusive source. A 2023 drill program is planned to target an increase in the Bronson gold-copper resource and find the intrusive source of the breccia pipe. The current resource at Bronson Slope contains a measured and indicated resource of 187Mt of 0.36 g/t gold and 0.12% copper.

Regional geophysical surveys and continuous surface geology work on the property point to a distinct structural feature that connects the Quartz Rise, Bronson Slope and Snip North targets. All the prospective gold-copper intrusions recognized on the property fall along this regional trend and this observation has led us to envision a cluster of gold-copper deposits. Prior drilling at the lithocap on Quartz Rise and historical drilling at the Snip North target has encountered gold-copper grades that will be explored further in 2023.

In addition to exploration work at Iskut, the Company is continuing its reclamation and closure activities at the Johnny Mountain mine site. Work includes, among other items, general cleanup activities, monitoring of the tailing management facility, permanent storage of waste rock, and hydrocarbon remediation. Reported within the provision for reclamation liabilities and in support of the reclamation and closure of the Johnny Mountain Mine, the Company incurred $2.8 million of expenditures in the nine months of 2023 versus $3.0 million in the comparative period.

At Snowstorm, the Company’s full year-plan, and the actual incurred costs during the nine months ended September 30, 2023 were:

($000s)	Actual	Plan (full year)
Payroll	342	487
Exploration	3,214	3,056
Environmental and social	17	75
Other property or holding costs	349	390
Total	3,922	4,008

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At Snowstorm, during the current period ended September 30, 2023, the Company evaluated the results of the drilling program completed in the second quarter of 2022 and 2023. The 2023 program is to test the potential for mineralized faults along a zone of uplifted host stratigraphy.

At the 3 Aces project, the Company’s full year-plan, and the actual incurred costs during the nine months ended September 30, 2023, were:

($000s)	Actual	Plan (full year)
Payroll	834	816
Exploration	4,785	7,000
Environmental and social	251	1,692
Other holding or property	74	45
Total	5,944	9,553

The Company successfully secured a five-year, Class 4 permit for 3 Aces in 2022 and commenced work on camp repairs, securing water sources and the drilling program. 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. The goal of this year’s program is to complete geophysical surveys and approximately 7,500 meters of core and reverse circulation drilling within the Central Core Area of the 3 Aces project. To September 30, 2023, 27 holes were completed and over 7,700 meters have been drilled. Spending on the drilling to date is approximately $6.0 million in 2023.

At the Courageous Lake project, the Company’s full year-plan, and the actual incurred costs during the nine months ended September 30, 2023, were:

($000s)	Actual	Plan (full year)
Payroll	295	288
Environmental and social	134	864
Technical and engineering	1,665	2,675
Exploration	183	457
Other property or holding costs	158	148
Total	2,435	4,432

As reported in prior periods, the Company continues to study 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.

Liquidity and Capital Resources

The Company’s working capital position at September 30, 2023, was $79.9 million compared to $88.4 million on December 31, 2022. Slightly decreased cash resources were the net result of cash used in early infrastructure development and corresponding equipment, the advance payment to the BC Hydro related to the power infrastructure work at KSM, environmental, reclamation, and exploration projects, and corporate and administrative costs, offset by cash raised through financings (discussed below). Included in current liabilities at September 30, 2023 is $0.1 million of flow-through premium liability which is a non-cash item (December 31, 2022 - $4.2 million) and will be reduced as flow-through expenditures are incurred.

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The Company’s ability to fund its operations and capital expenditures and other obligations as they become due is dependent upon market conditions. The Company has in place an At-the-Market Offering that allows for the issuance of up to US$100 million of its common shares and has been an effective source of funding. During the nine months ended September 30, 2023, the Company raised $27.7 million, and has room for an additional US$78.9 million.  The Company intends to fully utilize the At-the-Market Offering currently in place and believes that with this it will have sufficient liquidity to continue its operations, including those related to Substantial Start, and meet its obligations for the next twelve months. During the nine months ended September 30, 2023, the Company raised $27.7 million, and subsequent to the quarter end, the Company raised a further $4.9 million through the program.

	September 30,	December 31,
($000s)	2023	2022
Assets
Current assets
Cash and cash equivalents	118,962	46,150
Short-term deposits	10,092	81,690
Amounts receivable and prepaid expenses	10,558	8,220
Investment in marketable securities	3,512	3,696
Convertible notes receivable	594	631
Total current assets	143,718	140,387
Liabilities and shareholders’ equity
Current liabilities
Accounts payable and accrued liabilities	58,824	42,956
Flow-through share premium	71	4,183
Lease obligations	552	511
Provision for reclamation liabilities	4,343	4,343
Total current liabilities	63,790	51,993
Working Capital (1)	79,928	88,394

(1) This is a non-GAAP financial performance measure with no standard definition under IFRS.

On June 29, 2023, the Company, through its wholly-owned subsidiary, KSM Mining ULC (“KSMCo”) issued a secured note and royalty arrangement (collectively referred to as the “2023 Secured Note”) on the KSM Project with Sprott Private Resource Streaming and Royalty (B) Corp. (“Sprott”). The 2023 Secured Note has a principal amount of US$150 million, bears interest at 6.5% per annum and matures upon the earlier of commercial production and March 24, 2032 or March 24, 2035 if certain events occur, described below. The arrangement includes conditions and multiple features that could alter the Company’s obligation to Sprott. The 2023 Secured Note includes options for Sprott to put the royalty back to the Company if KSM’s Environmental Assessment Certificate (the “EAC”) expires or if project financing for construction is not secured. Unless Sprott exercises its put rights at an earlier date, the 2023 Secured Note is to be exchanged at maturity for a net smelter returns royalty (the “NSR”) on all metals produced from the KSM Project and sold, in the range of 1% to 1.5%, to be paid in perpetuity. The Company has the option to reduce the royalty percentage after commercial production.

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The key terms of the 2023 Secured Note include:

● The 2023 Secured Note matures (“Maturity Date”) at the earlier of:

a) Commercial production being achieved at KSM; and

b) Either March 24, 2032, or, if the EAC expires and Sprott does not exercise its right to put the 2023 Secured Note to the Company, March 24, 2035.

● On the Maturity Date, the NSR is issued and Sprott may satisfy the obligation to pay the NSR purchase price of US$150 million with cash or setting-off the amount against the note principal amount due.

● Prior to its maturity, the 2023 Secured Note bears interest at 6.5% per annum, payable quarterly in arrears. Payment of quarterly interest due from the closing date to the second anniversary is deferred (“Deferred Interest Payment”) and US$21.5 million must be paid on or before 30 months after the closing date. Deferred interest can be satisfied by way of cash, common shares or increasing the NSR percentage from 1% to 1.2%. The Company can elect to satisfy quarterly interest payments in cash or by having Seabridge issue common shares, with a value equal to a 5% discount on the 5-day volume weighted average trading price (“VWAP”).

● Project Financing Repayment Amount: If project financing to develop, construct and place the KSM Project into commercial production is not in place by March 24, 2027, Sprott can put the 2023 Secured Note back to the Company for:

a) If the Company is obligated to sell Sprott a 1% NSR on the Maturity Date at the time US$155 million plus accrued and unpaid interest, or

b) If the Company is obligated to sell Sprott a 1.2% or 1.5% NSR on the Maturity Date at the time, US$180 million plus accrued and unpaid interest.

● EAC Repayment Amount: If the KSM Project’s EAC expires at any time while the 2023 Secured Note is outstanding, Sprott can put the note back to the Company at any time over the following nine months for:

a) If the Company is obligated to sell Sprott a 1% NSR on the Maturity Date at the time, US$165 million plus accrued and unpaid interest, or

b) If the Company is obligated to sell Sprott a 1.2% NSR on the Maturity Date at the time, US$186.5 million plus accrued and unpaid interest.

If Sprott exercises these put rights, its right to purchase the NSR terminates. The Company can elect to make payment in the form of Seabridge common shares instead of cash for the EAC Repayment Amount, the Project Financing Repayment Amount, and any interest payments, including the Deferred Interest Payment.

A number of the above-noted options within the agreement represent embedded derivatives. Management has elected to not separate these embedded derivatives from the underlying host secured note, and instead account for the entire secured note as a financial liability at fair value through profit or loss.

The 2023 Secured Note was recognized at its estimated fair value at initial recognition of $198.8 million (US$150 million) using a discounted cash flow model with a Monte Carlo simulation. This incorporated several scenarios and probabilities of the EAC expiring, achieving commercial production and securing project financing, metal prices forecasts and discount rates. During the current quarter, the fair value of the 2023 Secured Note increased to $230.5 million.

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On March 24, 2022, the Company entered into an agreement selling the 2022 Secured 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 have been used to continue ongoing physical works at KSM and advance the project toward 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 2022 Secured 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. In 2022, the interest was paid in cash. The Company’s obligations under the 2022 Secured 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 2022 Secured 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 2022 Secured Note is outstanding, the Investors can put the 2022 Secured 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 terminates.

When the 2022 Secured Note matures, the Investors will use all of the principal amount repaid on maturity to purchase the Silver Royalty. The 2022 Secured 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 2022 Secured Note to the Company, the 13-year anniversary of the issue date of the 2022 Secured 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 2022 Secured 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 2022 Secured Note and the 2023 Secured Note financings and the At-the-Market Offering provide most of the capital necessary to attain Substantial Start and reduces the time from the construction schedule once a construction decision has been made.

During the first quarter of 2021, the Company entered into an 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 was in effect until the Company’s US$775 million Shelf Registration Statement which expired in December 2022, was replaced with a new US$750 million during the same month. During the first quarter of 2023, a US$100 million prospectus supplement was filed, and the program was renewed. During the nine months ended September 30, 2023, the Company issued 1,569,995 shares, at an average selling price of $18.01 per share, for net proceeds of $27.7 million under the Company’s At-The-Market offering. In 2022, the Company issued 998,629 shares, at an average selling price of $22.82 per share, for net proceeds of $22.3 million under the 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.

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In December 2022, the Company issued a total of 675,400 flow-through common shares at an average $22.24 per common share for aggregate gross proceeds of $15.0 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, 2022. At the time of issuance of the flow-through shares, $4.2 million premium was recognized as a liability on the consolidated statements of financial position. During the nine months ended September 30, 2023, the Company incurred $14.7 million of qualifying exploration expenditures and $4.1 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, 2023, operating activities, including working capital adjustments, used $14.2 million cash compared to $9.2 million cash from operating activities in comparative period in 2022. The increase in cash used in operating activities was mainly due to higher cash compensation and general and administrative expenses and working capital movement that was partially offset by lower financing costs and higher interest income. Cash used in operating activities in 2023 included $0.3 million foreign exchange gain. Cash used in operating activities in comparative period in 2022 was partially offset by $5.3 million foreign exchange gain. 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 the flow-through shares, reducing CEE deductions. Notice of objections to the Company’s and investors’ reassessments have been filed for all those that have been 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 and that have been reassessed by depositing the amount of their reassessments, including interest charges, into the accounts of the reassessed investors with the Receiver General in return for such investors agreement to object to their respective reassessments and to repay the Company any refund of the amount deposited on their behalf upon resolution of the Company’s appeal. During 2021, 2022 and 2023, the Company deposited $9.4million into the accounts of certain investors with the Receiver General. The deposits made have been recorded as long-term receivables on the statement of financial position as at September 30, 2023. The potential tax indemnification to the investors is estimated to be $10.8 million, plus $2.9 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. During the first quarter of 2023, the Company completed discovery process with the Department of Justice and will continue to move the appeal process forward, including settling an agreed statement of facts and settling court dates for the hearing. The Company intends to continue to fully defend its position. Based on the facts and circumstances of the Company’s objection, the Company concludes that it is more likely than not that it will be successful in its objection. As at June 30, 2023, the Company has paid $1.6 million to the Receiver General, and the Canada Revenue Agency (CRA) has withheld $2.3 million of HST credits due to the Company that would fully cover the residual balance, including interest, should the Company be unsuccessful in its challenge. The amount recorded in long-term receivables as of September 30, 2023 of $3.9 million includes the initial reassessment of $3.6 million, plus accrued interest.

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, 2023:

	Payments due by years
($000s)	Total		2023		2024-25		2026-27		2028-29
2022 Secured Note – interest		124,100		4,964		39,712		39,712		39,712
2023 Secured Note – interest		88,761		-		35,809		26,476		26,476
Capital expenditure obligations		122,861		60,719		62,142		-		-
Flow-through share expenditures		296		296		-		-		-
Mineral interests		4,956		-		1,652		1,652		1,652
Lease obligation		2,638		996		1,169		149		324
		343,612		66,975		140,484		67,989		68,164

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

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The cost to complete the construction is estimated to be $32.9 million of which the Company has paid $24.9 million to BC Hydro and the remaining balance is due in December 2023. In addition, the Facilities Agreement requires $59.8 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 has paid $57.1 million to BC Hydro and the balance is due in December 2023. The $59.7 million system reinforcement security will be forgiven annually, typically over a period of less than 8 years, based on project power consumption. Once the December 2023 payments are made for construction and system reinforcement, the Company will have deposited $92.7 million with BC Hydro. The Company and BC Hydro are in discussions related to cost overruns anticipated for both the construction and system reinforcement work and have added $56 million as a contingency for 2024-2025. Final estimates and timing of payments that may have to be made should be determined by December 31, 2023.

Prior to its maturity, the 2022 Secured Notes bear 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.

Prior to its maturity, the 2023 Secured Note bears interest at 6.5% or US$9.8 million per annum, payable quarterly in arrears. Payment of quarterly interest due from the closing date to the second anniversary is deferred and US$21.5 million must be paid on or before 30 months after the closing date. Ongoing quarterly interest can be satisfied by way of cash, common shares or increasing the NSR percentage from 1 to 1.2%. Refer to Note 11 for details on the secured notes.

Outlook

In 2022 and so far in 2023, the Company enjoyed favorable capital markets, issuing its US$225 million 2022 Secured Note and its US$150 million 2023 Secured Note at the end of the current quarter. In addition, the Company 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.

In addition to the extensive Substantial Start work that the Company is carrying out, 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 drafted in the second quarter of the previous year and budgets are established at the beginning of that year.

The Company is in the process of completing early construction work including the construction of fish habitat offsetting ponds, powerline installations, road and bridge and camp construction. The Company anticipates submitting an application to the BC EAO for a decision that the KSM Project has been “substantially started” in early 2024 and will continue with the constructing the power substation and the clearing of additional sites for location of proposed infrastructure.

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The Company has only prepared preliminary estimates for the cost of additional work at KSM and certain of the work requires further engineering before reasonable cost estimates can be established. The Company’s budget for 2023 early construction activities is estimated at $237 million. During the nine months ended September 30, 2023, The Company incurred $131 million in early construction activities and deposited $43.6 million with BC Hydro for the design and construction of hydro facilities. The cost to complete the remaining budgeted scope is being funded with proceeds of the 2023 Secured Note issuance in June 2023.

At Iskut, the Company continued its 2023 exploration program that is focused on the Bronson Slope copper-gold resource and testing for porphyry occurrences in other targets on the property. Environmental work is also continuing on the reclamation and closure plan for the Johnny Mountain mine.

At the Company’s 3 Aces project, the Company continued its 2023 exploration program that includes drill testing of the exploration model for extrapolation across the entire property. Additionally, the work program will provide a prioritized list of targets and drill plans to initiate resource definition on the identified target areas. The overall program is focused on the discovery of a high-grade mineralized deposit.

At Snowstorm, the Company will continue exploration efforts to determine the potential for mineralized faults. Past exploration efforts have identified the geophysical signature of several parallel structures on the eastern margin of an uplifted formation block. This setting is consistent with the large mines and the projected structures are orientated parallel with mineralizing faults in the Getchell Trend. The exploration program is to test across two of these structures.

At Courageous Lake, the Company is conducting internal studies to determine the best approach and model for a potential updated preliminary feasibility study and determine the best path forward to unlock value.

The Company is exploring various alternatives for raising the funding necessary to pay for continued construction and exploration activities and other business objectives. Possible financing options include the sale of royalty or streaming interest in the KSM Project, funding from a joint venture partner as part of earning into an interest in the KSM Project, the sale of all or some form of interest in one of the Company’s other projects or the sale of shares or debt issued by the Company, including possible financing under a Prospectus Supplement. The Company also has an At-the-Market Offering in the United States which has been an effective source of meaningful funding for the Company.

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 Company 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.

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During the second quarter of 2023, the Company published its 2022 Sustainability Report providing insight to the Company’s commitment to local communities, environment, and sustainability. The report captures all of 2022 and highlights 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.

Also in early 2023, the Company issued its inaugural Climate Strategy Report disclosing Scope 1, 2 and 3 emissions, compliant with the Task Force on Climate-Related Financial Disclosures and concurrently made submissions for CDP scoring that will provide a snapshot of the Company’s disclosure and environmental performance. For the three or nine months ended September 30, 2023, the Company had no significant environmental and safety incidents or concerns.

The Company also published its ESG Performance Tables for 2022. The 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).

Disclosure Controls and Procedures and Internal Controls over Financial Reporting

Pursuant to regulations adopted by the U.S. Securities and Exchange Commission, under the U.S. Sarbanes-Oxley Act of 2002 and those of the Canadian Securities Administrators, management evaluates the effectiveness of the design and operation of the Company’s disclosure controls and procedures, and internal control over financial reporting. This evaluation is done under the supervision of, and with the participation of, the Chief Executive Officer and the Chief Financial Officer.

For the quarter ended September 30, 2023, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures, and internal control over financial reporting are designed to provide reasonable assurance regarding the reliability of information disclosed in its filings, including its interim financial statements prepared in accordance with IFRS. There has been no change in the Company’s internal control over financial reporting during the quarter ended September 30, 2023, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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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.

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 completed in 2023. The review, among other items, verified 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 13, 2023, the issued and outstanding common shares of the Company totaled 84,232,852 In addition, there were 427,500 stock options, and 335,266 RSUs. Assuming the conversion of all of these instruments outstanding, there would be 84,995,618 common shares issued and outstanding.

Related Party Transactions

During the current nine months ended September 30, 2023 and the comparative quarter in 2022, 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.

Recent Accounting Pronouncements

Refer to Note 2 in the Company’s unaudited condensed consolidated interim financial statements for the period ended September 30, 2023.

Critical Accounting Estimates

Refer to Note 3 (C) in the Company’s audited consolidated financial statements for the year ended December 31, 2022.

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Risks and Uncertainties

There is uncertainty related to title to the Company’s mineral properties and rights of access over or through lands subject to third party rights, interests and mineral tenures.

Other risks and uncertainties are discussed within the Company’s most recent Annual Information Form filed on SEDAR at www.sedarplus.ca, 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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