Seabridge Gold Inc 40-F/A for FY2022
Seabridge Gold Inc (SA)
About this 40-F/A
Seabridge Gold Inc filed this 40-F/A on April 17, 2023, covering the fiscal year ended December 31, 2022 (FY2022).
Headline figures
Fiscal year ended December 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- 72K CAD
- down 13.3% from 83K CAD a year earlier
- Net income
- 7.4M CAD
- up 722.2% from net income of 900K CAD a year earlier
- Diluted EPS
- -0.09 CAD
- compared with 0.01 CAD a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No.1
OR
For the fiscal year ended
Commission file number:
(Exact name of Registrant as specified in its charter)
| Not Applicable | ||||
| (Province or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
(Address and telephone number of Registrant’s principal executive offices)
(Name, address and telephone number of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Securities registered pursuant to Section 12(g) of the Act.
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
(Title of Class)
For annual reports, indicate by check mark the information filed with this form:
Indicate the number of outstanding shares of
the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: [
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past
90 days.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
The annual report on Form 40-F shall be incorporated by reference into or as an exhibit to, as applicable, the Registrant’s Registration Statements under the Securities Act of 1933, as amended: Form F-10 (File No. 333-268485) and Form S-8 (File No. 333-211331).
EXPLANATORY NOTE
Seabridge Gold Inc. (the “Registrant” or “we” or “us”) is a Canadian issuer eligible to file its annual report pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F (“Form 40-F”) pursuant to the multi-jurisdictional disclosure system of the Exchange Act. We are a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Accordingly, our equity securities are exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.
This Amendment No. 1 to the Annual Report on Form 40-F (“Amendment No. 1”) amends the Annual Report on Form 40-F of Seabridge Gold Inc. for the year ended December 31, 2022, which was originally filed with the U.S. Securities and Exchange Commission on March 31, 2023 (the “Original Annual Report”). This Amendment No. 1 is being filed because a filing error, caused by a clerical mistake during the filing, had exhibit 99.1 overwritten with exhibit 99.2. Amendment No.1 therefore fixes the issue and re-files the 40-F with Exhibit 99.1 being the correct exhibit.
Except as described above, the Original Annual Report remains unchanged. This Amendment No. 1 does not reflect events occurring after the filing of the Original Annual Report, or modify or update those disclosures.
PRINCIPAL DOCUMENTS
The following documents have been filed as part of this Annual Report on Form 40-F and incorporated by reference herein:
A. Annual Information Form
For our Annual Information Form (the “AIF”) for the year ended December 31, 2022, see Exhibit 99.1 of this Annual Report on Form 40-F.
B. Audited Annual Financial Statements
For our audited annual financial statements (“Audited Financial Statements”), for the years ended December 31, 2022 and December 31, 2021, including the Report of Independent Registered Public Accounting Firm, see Exhibit 99.2 of this Form 40-F. The Audited Financial Statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
C. Management’s Discussion and Analysis
For our management’s discussion and analysis (the “MD&A”) for the year ended December 31, 2022, see Exhibit 99.3 of this Form 40-F.
FORWARD-LOOKING STATEMENTS
This Form 40-F and the exhibits attached hereto contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, and forward-looking information within the meaning of Canadian securities laws concerning our projects, business approach and plans, including estimated production, capital, operating and cash flow estimates and other matters at our projects. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects”, “anticipates”, “plans”, “projects”, “estimates”, “assumes”, “intends”, “strategy”, “goals”, “objectives” or variations thereof or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements and forward-looking information (collectively referred to in the following information simply as “forward-looking statements”). In addition, statements concerning mineral reserve and mineral resource estimates constitute forward-looking statements to the extent that they involve estimates of the mineralization expected to be encountered if a mineral property is developed and the economics of developing a property and producing minerals.
Forward-looking statements are necessarily based on estimates and assumptions made by us in light of our experience and perception of historical trends, current conditions and expected future developments. In making the forward-looking statements in this Form 40-F and the exhibits attached hereto, we have applied several material assumptions including, but not limited to, the assumption that: (i) any additional financing needed will be available on reasonable terms; (ii) the potential for production at our mineral projects will continue operationally, legally, economically and socially; (iii) market fundamentals will result in sustained demand and prices for gold and copper, and to a much lesser degree, silver and molybdenum; and (iv) estimated resources at our projects have merit and there is continuity of mineralization as reflected in such estimates.
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Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation:
| ● | our history of net losses and negative cash flows from operations and expectation of future losses and negative cash flows from operations; |
| ● | risks related to our ability to continue its exploration activities and future advancement activities, and to continue to maintain corporate office support of these activities, which are dependent on our ability to enter into joint ventures, to sell property interests or to obtain suitable financing; |
| ● | the Issuer’s indebtedness requires payment of quarterly interest and, in certain circumstances, may require repayment of principal and the Issuer’s principal sources for funds for repayment are capital markets and asset sales; |
| ● | uncertainty of whether the reserves estimated on our mineral properties will be brought into production; |
| ● | uncertainties relating to the assumptions underlying our reserve and resource estimates; |
| ● | risks related to obtaining and maintaining all necessary permits and governmental approvals, or extensions/renewals thereof, for exploration and development activities, including in respect of environmental regulation, and the risk that our EAC might expire before the KSM Project is declared to be substantially started; |
| ● | uncertainty of estimates of capital costs, operating costs, production and economic returns; |
| ● | risks relating to the commencement of site access and early site preparation construction activities at the KSM Project; |
| ● | risks related to commercially producing precious metals and copper from our mineral properties; |
| ● | risks related to fluctuations in the market price of gold, copper and other metals; |
| ● | risks related to fluctuations in foreign exchange rates; |
| ● | mining, exploration and development risks that could result in damage to mineral properties, plant and equipment, personal injury, environmental damage and delays in mining, which may be uninsurable or not insurable in adequate amounts; |
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| ● | risks related to unsettled First Nations rights and title and settled Treaty Nations’ rights and uncertainties relating to the application of the United Nations Declaration on the Rights of Indigenous Peoples to the laws in Canadian jurisdictions; |
| ● | risks related to increases in demand for exploration, advancement and construction services and equipment, and related cost increases; |
| ● | uncertainty related to title to our mineral properties and rights of access over or through lands subject to third party rights, interests and mineral tenures; |
| ● | increased competition in the mining industry; |
| ● | ongoing concerns regarding carbon emissions and the impacts of measures taken to induce or mandate lower carbon emissions on the ability to secure permits, finance projects and generate profitability at a project; |
| ● | risks related to climate and climate change that may adversely impact our ability to conduct current and proposed operations, increase operating costs, delay execution or reduce the profitability of a future mining operation; |
| ● | our need to attract and retain qualified management and personnel; |
| ● | risks related to some of our directors’ and officers’ involvement with other natural resource companies; | |
| ● | risks associated with impacts from the spread of, and measures taken to address the spread of, the COVID-19 virus |
| ● | our classification as a “passive foreign investment company” under the tax code; |
| ● | risks associated with the use of information technology systems and cybersecurity; |
| ● | uncertainty surrounding an audit by the Canada Revenue Agency (“CRA”) of Canadian exploration expenses incurred by the Registrant during the 2014, 2015 and 2016 financial years which the Registrant has renounced to subscribers of flow-through share offerings and the CRA’s decision to reassess such subscribers; and |
| ● | the reassessment by the CRA of our refund claim for the 2010 and 2011 financial years in respect of the British Columbia Mining Exploration Tax Credit; |
This list is not exhaustive of the factors that may affect any of our forward-looking statements. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those referred to in our AIF attached hereto as Exhibit 99.1 under the heading “Risk Factors” and elsewhere in the AIF, and in the documents incorporated by reference in this Form 40-F and the AIF. In addition, although we have attempted to identify important factors that could cause actual achievements, events or conditions to differ materially from those identified in the forward-looking statements, there may be other factors that cause achievements, events or conditions not to be as anticipated, estimated or intended. It is also noted that while we engage in exploration and development of our properties, we will not undertake production activities by ourselves.
These forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made and we do not assume any obligation to update forward-looking statements, except as required by applicable securities laws, if circumstances or management’s beliefs, expectations or opinions should change. For the reasons set forth above, persons should not place undue reliance on forward-looking statements.
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CURRENCY
Unless otherwise indicated, all dollar amounts in this Form 40-F are in Canadian dollars.
NOTE TO UNITED STATES READERS-
DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES
We are permitted under the multi-jurisdictional disclosure system adopted by the United States Securities and Exchange Commission (the “SEC”), to prepare this Form 40-F in accordance with Canadian disclosure requirements, which differ from those of the SEC. We have prepared our financial statements, which are filed as Exhibit 99.2 to this Form 40-F, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and they are not comparable with financial statements of U.S. and other companies prepared in accordance with U.S. generally accepted accounting principles.
RESOURCE AND RESERVE ESTIMATES
The Registrant’s AIF, attached as Exhibit 99.1 to this annual report on Form 40-F, and the MD&A, attached as Exhibit 99.3 to this annual report on Form 40-F, have been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. Mineral resource estimates included in this annual report on Form 40-F and in any document incorporated by reference herein or therein have been prepared in accordance with, and use terms that comply with, the reporting standards in accordance with Canadian National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. In accordance with NI 43-101, the Registrant uses the terms mineral reserves and resources as they are defined in accordance with the CIM Definition Standards on mineral reserves and resources (the “CIM Definition Standards”) adopted by the Canadian Institute of Mining, Metallurgy and Petroleum.
For United States reporting purposes, the SEC has adopted amendments to its disclosure rules (the “SEC Modernization Rules”) to modernize the mining property disclosure requirements for issuers whose securities are registered with the SEC under the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”). The SEC Modernization Rules more closely align the SEC’s disclosure requirements and policies for mining properties with current industry and global regulatory practices and standards, including NI 43-101, and replace the historical property disclosure requirements for mining registrants that were included in Industry Guide 7 under the U.S. Securities Act. As a foreign private issuer that is eligible to file reports with the SEC pursuant to the MJDS, the Registrant is not required to provide disclosure on its mineral properties under the SEC Modernization Rules and provides disclosure under NI 43-101 and the CIM Definition Standards. Accordingly, mineral reserve and mineral resource information contained or incorporated by reference herein may not be comparable to similar information disclosed by United States companies.
As a result of the adoption of the SEC Modernization Rules, the SEC recognizes estimates of “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources.” In addition, the SEC has amended its definitions of “proven mineral reserves” and “probable mineral reserves” to be “substantially similar” to the corresponding CIM Definition Standards that are required under NI 43-101. While the above terms are “substantially similar” to CIM Definitions, there are differences in the definitions under the SEC Modernization Rules and the CIM Definition Standards. There is no assurance any mineral reserves or mineral resources that the Registrant may report as “proven mineral reserves”, “probable mineral reserves”, “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” under NI 43-101 would be the same had the Registrant prepared the reserve or resource estimates under the standards adopted under the SEC Modernization Rules.
Accordingly, information contained in this annual report on Form 40-F and the portions of documents incorporated by reference herein contain descriptions of the Registrant’s mineral deposits that may not be comparable to similar information made public by U.S. companies who prepare their disclosure in accordance with U.S. federal securities laws and the rules and regulations thereunder.
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DISCLOSURE CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
At the end of the period covered by this annual report on Form 40-F, an evaluation was carried out under the supervision of, and with the participation of our management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). Based on that evaluation, the CEO and the CFO have concluded that as of the end of the period covered by this annual report, our disclosure controls and procedures were adequately designed and effective in ensuring that: (i) information required to be disclosed by us in reports that we file or submit to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable SEC rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including the CEO and the CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
For management’s report on internal control over financial reporting, see “Internal Controls over Financial Reporting” in our MD&A attached as Exhibit 99.3 to this annual report on Form 40-F and incorporated by reference herein.
Attestation Report of the Independent Registered Public Accounting Firm
Our independent registered public accounting firm has issued an attestation report on our internal control over financial reporting as of December 31, 2022, which immediately precedes the audited consolidated financial statements included as part of Exhibit 99.2 to this annual report on Form 40-F and incorporated by reference herein.
Changes in Internal Controls over Financial Reporting
During the fiscal year ended December 31, 2022, no changes occurred in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting with the exception of the implementation of a new enterprise resource planning (ERP) system. The Company implemented the ERP system to support the development work at KSM, and believes that the implementation of the ERP system and related changes to internal controls enhances its internal controls over financial reporting while providing the ability and flexibility to scale its business in the future. Management employed appropriate procedures to ensure internal controls were in place during and after the conversion.
Certifications
See Exhibits 31.1, 31.2, 32.1 and 32.2 to this Form 40-F.
CORPORATE GOVERNANCE
We are subject to a variety of corporate governance guidelines and requirements of the Toronto Stock Exchange, the New York Stock Exchange (the “NYSE”), the Canadian Securities Administrators and the SEC. We believe that we meet or exceed the applicable corporate governance requirements. According to the NYSE Rules, a listed company must adopt and disclose a set of corporate governance guidelines with respect to specified topics. Such guidelines are required to be posted on the registrant’s website. Although we are listed on the NYSE, we are not required to comply with all of that exchange’s corporate governance rules which are applicable to U.S. corporations. The significant ways in which the NYSE governance rules differ for us, as a foreign company, are a reduced quorum requirement for shareholder meetings, shareholder approval for issuance of common shares that could result in a 20% increase in the number of outstanding common shares and shareholder approval of certain compensation plans. The guidelines are available for viewing on our website at http://www.seabridgegold.com/company/governance and are available without charge in print to any shareholder who requests them. Requests for copies of the guidelines should be made to the Secretary of our company at 106 Front Street East, Suite 400, Toronto, Ontario, Canada M5A 1E1, Telephone (416) 367-9292.
We review our governance practices and monitor developments in Canada and the United States on an on-going basis to ensure we remain in compliance with applicable rules and standards. The Board is committed to sound corporate governance practices which are both in the interest of our shareholders and contribute to effective and efficient decision making.
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AUDIT COMMITTEE
Audit Committee
The Board has a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of our Audit Committee are identified under the heading “Audit Committee Information” in the AIF which is attached as Exhibit 99.1 to this annual report on Form 40-F and incorporated by reference herein. In the opinion of the Board, all members of the Audit Committee are financially literate and independent, as such terms are defined by the NYSE’s corporate governance listing standards applicable to us and as determined by Rule 10A-3 under the Exchange Act.
Audit Committee Financial Expert
The Board has determined that Ms. Carol Willson, the Audit Committee Chair, and Mr. Richard Kraus, another member of the Audit Committee, have the necessary qualifications to be designated as an “audit committee financial expert” within the meaning of applicable SEC Rules and each is an “independent director”, as defined pursuant to Item 407(d)(5) of SEC Regulation S-K and Section 303A.02 of the New York Stock Exchange Listed Company Manual.
Ms. Carol Willson retired from EY in 2021 after a 28-year career where she was engagement partner for Internal Audit of clients which included multi-year internal audit outsourced projects and related internal audit transformations and reviews, fraud investigations, and in various assurance and advisory capacities including capital projects, ESG, finance function-related improvements, and cybersecurity. During Ms. Willson’s career as an experienced internal audit and risk professional, she was retained to lead risk, internal audit and SOX functions for a variety of public corporations including several major mining companies. She served for three years as the global head of internal audit and SOX for Kinross Gold Corporation where her key audit areas included: supply chain, capital projects, procure to pay, ERP/cybersecurity, sustainability, budgeting & forecasting, fixed assets, and treasury. Ms Willson currently has her own consulting business where she serves as a senior risk advisor for clients. She holds a Batchelor of Arts degree from the University of Western Ontario and an MBA-Accounting degree from the University of Toronto.
Mr. Kraus is a Certified Public Accountant and an accomplished business leader with a broad range of experience as an investor, board director, senior executive and business consultant across multiple industries with an emphasis on mining and natural resources. From 1981-1997 he served in various senior executive roles (including CEO, COO and CFO) of Echo Bay Mines, a major gold mining company that was acquired by Kinross Gold Corporation in 2003. Mr. Kraus is currently retired, but his last full-time role was Executive Chairman of The RMH Group, Inc., a privately owned engineering consulting firm with more than 100 employees. He is a graduate of LaSalle University where he earned his degree in Business Administration.
The SEC has indicated that the designation of an audit committee financial expert does not make that person an “expert” for any purpose, impose any duties, obligations, or liability on that person that are greater than those imposed on members of the audit committee and board of directors who do not carry this designation, or affect the duties, obligations, or liabilities of any other member of the audit committee or board of directors.
Audit Committee Charter
Our Audit Committee Charter is available on our website at www.seabridgegold.com, and is provided in Schedule A to the AIF, which is attached as Exhibit 99.1 to this annual report on Form 40-F and incorporated by reference herein. The Charter also is available in print to any shareholder that provides us with a written request. Requests for copies should be made to the Secretary of our company at 106 Front Street East, Suite 400, Toronto, Ontario, Canada M5A 1E1, Telephone (416) 367-9292.
PRINCIPAL ACCOUNTING FEES AND SERVICES - INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our independent registered
public accounting firm is
KPMG LLP acted as our independent registered public accounting firm for the fiscal years ended December 31, 2022 and 2021. For a description of the total amount billed by KPMG LLP to us for services performed in the last two fiscal years by category of service (audit fees, audit-related fees, tax fees and all other fees), see Item 9 “Audit Committee Information - External Auditor Service Fees (by Category)” in the AIF, which is attached as Exhibit 99.1 to this Form 40-F and incorporated by reference herein.
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES
For a description of our pre-approval policies and procedures related to the provision of non-audit services, see Item 9 “Audit Committee Information- Pre-Approval of Audit and Non-Audit Services Provided by Independent Auditors” in the AIF, which is attached as Exhibit 99.1 to this Form 40-F and incorporated by reference herein.
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OFF-BALANCE SHEET ARRANGEMENTS
The Registrant does not have any commitments or obligations, including contingent obligations, arising from arrangements with unconsolidated entities or persons (which are not otherwise discussed in the Registrant’s Management’s Discussion and Analysis for the fiscal year ended December 31, 2022, filed as Exhibit 99.3 to this annual report on Form 40-F), that have or are reasonably likely to have a material current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, cash requirements or capital resources.
CODE OF BUSINESS ETHICS
We have adopted a Code of Business Ethics (the “Code”) covering our executive officers and directors. The Code is available on our website at http://www.seabridgegold.com/company/governance under and from our office at the address listed on the cover of this Form 40-F.
All amendments and all waivers of the Code to the officers covered by it will be posted on our website, furnished to the SEC as required, and provided to any shareholder who requests them. During the fiscal year ended December 31, 2022, we did not grant any waiver, including an implicit waiver, from a provision of the Code to any executive officer or director.
CONTRACTUAL OBLIGATIONS
The disclosure is included under the heading “Contractual Obligations” in our MD&A attached as Exhibit 99.3 to this annual report on Form 40-F and incorporated by reference herein. Amounts shown for mining leases include estimates of option payments, mineral lease payments, work commitments and tax levies that are required to maintain our interest in the mineral projects.
MINE SAFETY DISCLOSURE
Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities under the regulation of the Federal Mine safety and Health Administration under the Federal Mine Safety and Health Act of 1977. During the fiscal year ended December 31, 2022, we were not an operator, of a coal or other mine in the United States.
NOTICES PURSUANT TO REGULATION BTR
We did not send any notices required by Rule 104 of Regulation BTR during the fiscal year ended December 31, 2022 concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR.
ADDITIONAL INFORMATION
Additional information relating to us, including the Audited Financial Statements, the MD&A and the AIF, can be found on SEDAR at www.sedar.com, on the SEC website at www.sec.gov, or on our website at www.seabridgegold.com. Shareholders may also contact the Assistant Corporate Secretary of our company by phone at (416) 367-9292 or by e-mail at info@seabridgegold.com to request copies of these documents and this annual report on Form 40-F.
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DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
DISCLOSURE PURSUANT TO SECTION 13(r) OF THE EXCHANGE ACT
In accordance with Section 13(r) of the Exchange Act, the Registrant is required to include certain disclosures in its periodic reports if it or any of its affiliates knowingly engaged in certain specified activities during the period covered by the report. Neither the Registrant nor its affiliates have knowingly engaged in any transaction or dealing reportable under Section 13(r) of the Exchange Act during the year ended December 31, 2022.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
A. Undertaking
We undertake to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the SEC staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
B. Consent to Service of Process
We have previously filed with the SEC a written consent to service of process and power of attorney on Form F-X. Any change to the name or address of our agent for service shall be communicated promptly to the SEC by amendment to the Form F-X referencing our file number.
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F/A and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
| Seabridge Gold Inc. | ||
| By: | /s/ Rudi P. Fronk | |
| Rudi P. Fronk | ||
| Chairman and Chief Executive Officer | ||
Date: April 17, 2023
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EXHIBITS
| Annual Information | ||
| 99.1 | Annual Information Form for the year ended December 31, 2022 | |
| 99.2 | Audited Financial Statements for the year ended December 31, 2022 | |
| 99.3 | Management’s Discussion and Analysis for the year ended December 31, 2022 | |
| 101 | Interactive Data File | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |
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Exhibit 23.1
 |
KPMG LLP Bay Adelaide Centre 333 Bay Street, Suite 4600 Toronto, ON M5H 2S5 |
Consent of Independent Registered Public Accounting Firm
The Board of Directors of Seabridge Gold Inc.
We consent to the use of:
| ● | our report dated March 30, 2023 on the consolidated financial statements of Seabridge Gold Inc. (the “Entity”) which comprise the consolidated statements of financial position as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive income (loss), changes in shareholders’ equity and cash flows for each of the years in the two-year period ended December 31, 2022, and the related notes (collectively the “consolidated financial statements”); and |
| ● | our report dated March 30, 2023 on the effectiveness of the Entity’s internal control over financial reporting as of December 31, 2022, |
each of which is included in the Annual Report on Form 40-F of the Entity for the fiscal year ended December 31, 2022.
We also consent to the incorporation by reference of such reports in the Registration Statement (No. 333-268485) on Form F-10, and the Registration Statement (No. 333-211331) on Form S-8 of the Entity.
/s/ KPMG LLP
Chartered Professional Accountants, Licensed Public Accountants
March 30, 2023
Toronto, Canada
2023
KPMG LLP, an Ontario limited liability partnership and a member firm of the KPMG global organization of independent
member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.
Exhibit 23.2
Tetra Tech Inc.
March 30, 2023
| To: | Seabridge Gold Inc. |
United States Securities and Exchange Commission
made to the technical report titled “KSM (Kerr-Sulphurets-Mitchell
| Re: | Seabridge Gold Inc. (the “Company”) |
Consent of Expert
Ladies and Gentlemen:
Reference is made to the technical report titled “KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study and Preliminary Economic Assessment, NI 43-101 Technical Report” dated August 8, 2022 (the “Technical Report”) prepared for the Company.
In connection with the Company’s Annual Report on Form 40-F (the “40-F”) in respect of the financial year ended December 31, 2022, to be filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended, I, Hassan Ghaffari, P.Eng., on behalf of Tetra Tech Inc. hereby:
| 1. | consent to the public filing of the Technical Report and the use of any extracts from or a summary of the Technical Report in the 40-F; |
| 2. | consent to the use of Tetra Tech Inc.’s name and references to the Technical Report, or portions thereof, in the 40-F and to the inclusion or incorporation by reference of information derived from the Technical Report in the 40-F; |
| 3. | confirm that I have read the 40-F and that it fairly and accurately represents the information in the sections of the Technical Report for which I am responsible; and |
| 4. | confirm that I have read the 40-F and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Technical Report or that are within my knowledge as a result of the services performed by Tetra Tech Inc. in connection with the Technical Report. |
| Yours Truly, | |
| /s/ Hassan Ghaffari, P.Eng., | |
| Hassan Ghaffari, P.Eng., | |
| Director of Metallurgy | |
| Tetra Tech Inc. |
Exhibit 23.3
Tetra Tech Inc.
March 30, 2023
| To: | Seabridge Gold Inc. |
United States Securities and Exchange Commission
| Re: | Seabridge Gold Inc. (the “Company”) |
Consent of Expert
Ladies and Gentlemen:
Reference is made to the technical report titled “KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study and Preliminary Economic Assessment, NI 43-101 Technical Report” dated August 8, 2022 (the “Technical Report”) prepared for the Company.
In connection with the Company’s Annual Report on Form 40-F (the “40-F”) in respect of the financial year ended December 31, 2022, to be filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended, I, Dr. Jianhui Huang, P.Eng., on behalf of Tetra Tech Inc. hereby:
| 1. | consent to the public filing of the Technical Report and the use of any extracts from or a summary of the Technical Report in the 40-F; |
| 2. | consent to the use of Tetra Tech Inc.’s name and references to the Technical Report, or portions thereof, in the 40-F and to the inclusion or incorporation by reference of information derived from the Technical Report in the 40-F; |
| 3. | confirm that I have read the 40-F and that it fairly and accurately represents the information in the sections of the Technical Report for which I am responsible; and |
| 4. | confirm that I have read the 40-F and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Technical Report or that are within my knowledge as a result of the services performed by Tetra Tech Inc. in connection with the Technical Report. |
| Yours Truly, | |
| /s/ Dr. Jianhui (John) Huang | |
| Dr. Jianhui (John) Huang, P.Eng. | |
| Senior Metallurgist | |
| Tetra Tech Inc. |
Exhibit 23.4
March 30, 2023
| To: | Seabridge Gold Inc. |
United States Securities and Exchange Commission
| Re: | Seabridge Gold Inc. (the “Company”) Consent of Expert |
Ladies and Gentlemen:
Reference is made to the technical report titled “KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study and Preliminary Economic Assessment, NI 43-101 Technical Report” dated August 8, 2022 (the “Technical Report”) prepared for the Company.
In connection with the Company’s Annual Report on Form 40-F (the “40-F”) in respect of the financial year ended December 31, 2022, to be filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, the undersigned hereby consents to:
| 1. | being named directly or indirectly in the 40-F; and |
| 2. | the use of the content in the Technical Report that I am responsible for preparing. |
| Yours Truly, | |
| /s/ Henry Kim | |
| Henry Kim, P.Geo. | |
| Principal Resource Geologist Wood Canada Limited |
Exhibit 23.5
March 30, 2023
| TO: | Seabridge Gold Inc. | |
| United States Securities and Exchange Commission |
| Re: | Seabridge Gold Inc. (the “Company”) Consent of Expert |
Ladies and Gentlemen:
Reference is made to the technical report titled “KSM (Ken-Sulphurets-Mitchell) Prefeasibility Study and Preliminary Economic Assessment, NI 43-101 Technical Report” dated August 8, 2022 (the “Technical Report”) prepared for the Company.
In connection with the Company’s Annual Report on Form 40-F (the “40-F”) in respect of the financial year ended December 31, 2022, to be filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended, I, James H. Gray; P.Eng., on behalf of myself and Moose Mountain Technical Services, hereby:
| 1. | consent to the public filing of the Technical Report and the use of any extracts from or a summary of the Technical Report in the 40-F; |
| 2. | consent to the use ofmy name and Moose Mountain Technical Services’s name and references to the Technical Report, or portions thereof, in the 40-F and to the inclusion or incorporation by reference of information derived from the Technical Report in the 40-F; |
| 3. | confirm that l have read the 40-F and that it fairly and accurately represents the information in the sections of the Technical Report for which I am responsible; and |
| 4. | confirm that I have read the 40-F and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Technical Report or that are within my knowledge as a result of the services performed by me in connection with the Technical Report. |
| Yours Truly | ||
| /s/ James H. Gray, P. Eng. | ||
| James H. Gray, P. Eng. | ||
| Principal Mining Engineer | ||
| Moose Mountain Technical Services |
Exhibit 23.6
March 30, 2023
| TO: | Seabridge Gold Inc. | |
| United States Securities and Exchange Commission |
| Re: | Seabridge Cold Inc. (the “Company”) Consent of Expert |
Ladies and Gentlemen:
Reference is made to the technical report titled “KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study and Preliminary Economic Assessment, NI 43-10 I Technical Report” dated August 8, 2022 (the “Technical Report”) prepared for the Company.
In connection with the Company’s Annual Report on Form 40-F (the “40-F”) in respect of the financial year ended December 31, 2022, to be filed with the U.S. Securities and Exchange Commission (“SEC”’) pursuant to the Securities Exchange Act of 1934, as amended, I, Neil Brazier, P.Eng., on behalf of myself and W.N. Brazier Associates Inc., hereby:
| 1. | consent to the public filing of the Technical Report and the use of any extracts from or a summary of the Technical Report in the 40-F; |
| 2. | consent to the use ofmy name and W.N. Brazier Associates lnc.’s name and references to the Technical Report, or portions thereof, in the 40-F and to the inclusion or incorporation by reference of information derived from the Technical Report in the 40-F; |
| 3. | confirm that I have read the 40-F and that it fairly and accurately represents the information in the sections of the Technical Report for which I am responsible: and |
| 4. | confirm that I have read the 40-F and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Technical Report or that are within my knowledge as a result of the services performed by me in connection with the Technical Report. |
| Yours Truly | ||
| /s/ Neil Brazier,, P. Eng. | ||
| Neil Brazier,, P. Eng. | ||
| Principal | ||
| WN Brazier Associates Inc. |
Exhibit 23.7
March 30, 2023
| TO: | Seabridge Gold Inc. |
United States Securities and Exchange Commission
| Re: | Seabridge Gold Inc. (the “Company”) |
Consent of Expert
Ladies and Gentlemen:
Reference is made to the technical report titled “KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study and Preliminary Economic Assessment, NI 43-101 Technical Report” dated August 8, 2022 (the “Technical Report”) prepared for the Company.
In connection with the Company’s Annual Report on Form 40-F (the “40-F”) in respect of the financial year ended December 31, 2022, to be filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended, I, Rolf Schmitt, M.Sc., P.Geo., on behalf of ERM Consultants Canada Ltd., hereby:
| 1. | consent to the public filing of the Report and the use of any extracts from or a summary of the Technical Report in the 40-F; |
| 2. | consent to the use of ERM Consultants Canada Ltd.’s name and references to the Technical Report, or portions thereof, in the 40-F and to the inclusion or incorporation by reference of information derived from the Technical Report in the 40-F; |
| 3. | confirm that I have read the 40-F and that it fairly and accurately represents the information in the sections of the Report for which I am responsible; and |
| 4. | confirm that I have read the 40-F and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Technical Report or that are within my knowledge as a result of the services performed by ERM Consultants Canada Ltd. in connection with the Technical Report. |
| Yours Truly, | |
| /s/ Rolf Schmitt, P. Geo. | |
| Rolf Schmitt, P. Geo. | |
| Technical Director - Permitting | |
| ERM Consultants Canada Ltd |
Exhibit 23.8
March 30, 2023
| TO: | Seabridge Gold Inc. |
United States Securities and Exchange Commission
| Re: | Seabridge Gold Inc. (the “Company”) |
Consent of Expert
Ladies and Gentlemen:
Reference is made to the technical report titled “KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study and Preliminary Economic Assessment, NI 43-101 Technical Report” dated August 8, 2022 (the “Technical Report”) prepared for the Company.
In connection with the Company’s Annual Report on Form 40-F (the “40-F”) in respect of the financial year ended December 31, 2022, to be filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended, I, David A. Willms, P. Eng., hereby:
| 1. | consent to the public filing of the Technical Report and the use of any extracts from or a summary of the Technical Report in the 40-F; |
| 2. | consent to the use of Klohn Crippen Berger Ltd.’s name and references to the Technical Report, or portions thereof, in the 40-F and to the inclusion or incorporation by reference of information derived from the Technical Report in the 40-F; |
| 3. | confirm that I have read the 40-F and that it fairly and accurately represents the information in the sections of the Technical Report for which I am responsible; and |
| 4. | confirm that I have read the 40-F and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Technical Report or that are within my knowledge as a result of the services performed by Klohn Crippen Berger Ltd. in connection with the Technical Report. |
| Yours Truly, | |
| /s/ David A. Willms, P. Eng. | |
| David A. Willms, P. Eng. | |
| Senior Geotechnical Engineer | |
| Klohn Crippen Berger Ltd. |
Exhibit 23.9
BGC Engineering Inc.
March 30, 2023
| TO: | Seabridge Gold Inc. |
United States Securities and Exchange Commission
| Re: | Seabridge Gold Inc. (the “Company”) |
Consent of Expert
Ladies and Gentlemen:
Reference is made to the technical report titled “KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study and Preliminary Economic Assessment, NI 43-101 Technical Report” dated August 8, 2022 (the “Technical Report”) prepared for the Company.
In connection with the Company’s Annual Report on Form 40-F (the “40-F”) in respect of the financial year ended December 31, 2022, to be filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended, I, Derek Kinakin, Msc., P.Geo., P.G., on behalf of myself and BGC Engineering Inc., hereby:
| 1. | consent to the public filing of the Technical Report and the use of any extracts from or a summary of the Technical Report in the 40-F; |
| 2. | consent to the use of my name and BGC Engineering Inc.’s name and references to the Technical Report, or portions thereof, in the 40-F and to the inclusion or incorporation by reference of information derived from the Technical Report in the 40-F; |
| 3. | confirm that I have read the 40-F and that it fairly and accurately represents the information in the sections of the Technical Report for which I am responsible; and |
| 4. | confirm that I have read the 40-F and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the Technical Report or that are within my knowledge as a result of the services performed by me in connection with the Technical Report. |
| Yours Truly, | |
| /s/ Derek Kinakin, Msc., P.Geo., P.G. | |
| Derek Kinakin, Msc., P.Geo., P.G. |
Exhibit 23.10
Consent of Ross D. Hammett
WSP Canada Inc.
Annual Report on Form 40-F
March 30, 2023
| To: | Seabridge Gold Inc. |
United States Securities and Exchange Commission
| Re: | Seabridge Gold Inc. (the “Company”) |
Consent of Expert
Reference is made to the technical report titled “KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study and Preliminary Economic Assessment, NI 43-101 Technical Report” dated August 8, 2022 (the “Technical Report”) prepared for the Company.
In connection with the Company’s Annual Report on Form 40-F (the “40-F”) in respect of the financial year ended December 31, 2022, to be filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended, I, J Ross D. Hammett, Ph.D., P.Eng., hereby:
| 1. | consent to the quotation, inclusion or summary of those portions of the Technical Report prepared by me in the 40-F; |
| 2. | consent to the use of my name and references to my name in the 40-F, where used or referenced in the 40-F. |
in each case above, where used or incorporated by reference into the 40-F.
| Yours truly, | |
| /s/ Ross D. Hammett | |
| Ross D. Hammett, Ph.D., P.Eng. | |
| WSP Canada Inc. |
Exhibit 31.1
CERTIFICATIONS PURSUANT TO SECTION 302
OF
THE SARBANES-OXLEY ACT OF 2002
I, Rudi P. Fronk, Chairman and CEO, certify that:
| 1. | I have reviewed this Annual Report on Form 40-F of Seabridge Gold Inc. (the “Issuer”): | |
| 2. | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Issuer as of, and for, the periods presented in this report; | |
| 4. | The Issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Issuer and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; | |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | Evaluated the effectiveness of the Issuer’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and | |
| d) | Disclosed in this annual report any change in the Issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Issuer’s internal control over financial reporting; and |
| 5. | The Issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Issuer’s auditors and the audit committee of the Issuer’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Issuer’s ability to record, process, summarize and report financial information; and | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Issuer’s internal control over financial reporting. |
| Date: March 30, 2023 | By: | /s/ Rudi P. Fronk |
| Rudi P. Fronk | ||
| Chairman and CEO |
Exhibit 31.2
CERTIFICATIONS PURSUANT TO SECTION 272
OF
THE SARBANES-OXLEY ACT OF 2002
I, Christopher J. Reynolds, VP Finance and CFO, certify that:
| 1. | I have reviewed this Annual Report on Form 40-F of Seabridge Gold Inc. (the “Issuer”): | |
| 2. | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Issuer as of, and for, the periods presented in this report; | |
| 4. | The Issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Issuer and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; | |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | Evaluated the effectiveness of the Issuer’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and | |
| d) | Disclosed in this annual report any change in the Issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Issuer’s internal control over financial reporting; and |
| 5. | The Issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Issuer’s auditors and the audit committee of the Issuer’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Issuer’s ability to record, process, summarize and report financial information; and | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Issuer’s internal control over financial reporting. |
| Date: March 30, 2023 | By: | /s/ Christopher J. Reynolds |
| Christopher J. Reynolds | ||
| VP Finance and CFO |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. §1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Annual Report of Seabridge Gold Inc. (the “Company”) on Form 40-F for the period ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), I, Rudi P. Fronk, Chief Executive Officer of the Company, certify, pursuant to U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| (2) | The information contained in this Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: March 30, 2023 | By: | /s/ Rudi P. Fronk |
| Rudi P. Fronk | ||
| Chief Executive Officer |
This certification accompanies the Annual Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and may not be used or relied upon for any other purpose including Section 18 of the Securities Exchange Act of 1934.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. §1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Annual Report of Seabridge Gold Inc. (the “Company”) on Form 40-F for the period ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), I, Christopher J. Reynolds, Vice President Finance and Chief Financial Officer of the Company, certify, pursuant to U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| (2) | The information contained in this Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: March 30, 2023 | By: | /s/ Christopher J. Reynolds |
| Christopher J. Reynolds | ||
|
Vice President Finance and CFO |
This certification accompanies the Annual Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and may not be used or relied upon for any other purpose including Section 18 of the Securities Exchange Act of 1934.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 99.1
ANNUAL
INFORMATION
FORM
FOR THE YEAR ENDED
DECEMBER 31, 2022
DATED MARCH 30, 2023
TABLE OF CONTENTS
Contents
I
The information in this Annual Information Form (“AIF”) is presented as of December 31, 2022 unless specified otherwise.
All dollar amounts are expressed in Canadian dollars unless otherwise indicated. The Issuer’s quarterly and annual financial statements are presented in Canadian dollars.
In this AIF a combination of Imperial and metric measures are used with respect to the Issuer’s mineral properties. Conversion rates from Imperial measure to metric and from metric to Imperial are provided below:
| Imperial Measure = Metric Unit | Metric Measure = Imperial Unit | ||
| 2.47 acres | 1 hectare (h) | 0.4047 hectares | 1 acre |
| 3.28 feet | 1 meter (m) | 0.3048 meters | 1 foot |
| 0.62 miles | 1 kilometer (km) | 1.609 kilometers | 1 mile |
| 0.032 ounces (troy) (oz) | 1 gram (g) | 31.1035 grams | 1 ounce (troy) |
| 1.102 tons (short) | 1 tonne (t) | 0.907 tonnes | 1 ton |
| 0.029 ounces (troy)/ton | 1 gram/tonne (g/t) | 34.28 grams/tonne | 1 ounce (troy/ton) |
Abbreviations of unit measures are used in this AIF in addition to those in brackets in the table above as follows:
| Bt - Billion tonnes | Ga – Giga-annum | kWh - Kilowatt hours | Mlb - Million pounds |
| Mm³ - Million cubic meters | Moz - Million ounces | m/s - Meters per second | Mt - Million tonnes |
| MWh - Megawatt hours | ppm - Parts per million | tpd – tonnes per day | W/m²- Watt per square meter |
See “Glossary of Technical Terms” for a description of some important technical terms used in this AIF.
Cautionary Note to United States Investors Regarding Resource Estimates
This AIF has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. Mineral resource estimates included in this AIF and in any document incorporated by reference herein or therein have been prepared in accordance with, and use terms that comply with, the reporting standards in accordance with Canadian National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. In accordance with NI 43-101, the Issuer uses the terms mineral reserves and resources as they are defined in accordance with the CIM Definition Standards on mineral reserves and resources (the “CIM Definition Standard”) adopted by the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”).
i
The U.S. Securities and Exchange Commission (the “SEC”) has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC under the Exchange Act. These amendments became effective February 25, 2019 (the “SEC Modernization Rules”) and have replaced the historical property disclosure requirements for mining registrants that were included in SEC Industry Guide 7. As a foreign private issuer that files its annual report on Form 40-F with the SEC pursuant to the multi-jurisdictional disclosure system (“MJDS”), the Issuer is not required to provide disclosure on its mineral properties under the SEC Modernization Rules and will continue to provide disclosure under NI 43-101 and the CIM Definition Standards. However, if the Issuer either ceases to be a “foreign private issuer” or ceases to be entitled to file reports under the MJDS, then the Issuer will be required to provide disclosure on its mineral properties under the SEC Modernization Rules.
Accordingly, United States investors are cautioned that the disclosure the Issuer provides on its mineral properties in this AIF and under its continuous disclosure obligations under the Exchange Act may be different from the disclosure that the Issuer would otherwise be required to provide as a U.S. domestic issuer or a non-MJDS foreign private issuer under the SEC Modernization Rules.
The SEC Modernization Rules include the adoption of terms describing mineral reserves and mineral resources that are substantially similar to the corresponding terms under the CIM Definition Standards. As a result of the adoption of the SEC Modernization Rules, the SEC will now recognize estimates of “measured mineral resources,” “indicated mineral resources” and “inferred mineral resources.” In addition, the SEC has amended its definitions of “proven mineral reserves” and “probable mineral reserves” to be substantially similar to the corresponding CIM Definition Standards.
United States investors are cautioned that while the above terms are substantially similar to CIM Definition Standards, there are differences in the definitions under the SEC Modernization Rules and the CIM Definition Standards. Accordingly, there is no assurance any mineral reserves or mineral resources that the Issuer may report as “proven reserves,” “probable reserves,” “measured mineral resources,” “indicated mineral resources” and “inferred mineral resources” under NI 43-101 would be the same had the Issuer prepared the reserve or resource estimates under the standards adopted under the SEC Modernization Rules.
United States investors are also cautioned that while the SEC will now recognize “measured mineral resources,” “indicated mineral resources” and “inferred mineral resources,” investors should not assume that any part or all of the mineralization in these categories will ever be converted into a higher category of mineral resources or into mineral reserves. Mineralization described using these terms has a greater amount of uncertainty as to their existence and feasibility than mineralization that has been characterized as reserves. Accordingly, investors are cautioned not to assume that any “measured mineral resources,” “indicated mineral resources,” or “inferred mineral resources” that the Issuer reports are or will be economically or legally mineable.
Further, “inferred resources” have a greater amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Therefore, United States investors are also cautioned not to assume that all or any part of the inferred resources exist. In accordance with Canadian rules, estimates of “inferred mineral resources” cannot form the basis of feasibility or other economic studies, except in limited circumstances where permitted under NI 43-101.
Accordingly, information contained in this AIF and the portions of documents incorporated by reference herein contain descriptions of the Issuer’s mineral deposits that may not be comparable to similar information made public by U.S. companies who prepare their disclosure in accordance with U.S. federal securities laws and the rules and regulations thereunder.
ii
Seabridge Gold Inc.
ANNUAL INFORMATION FORM
| ITEM 1: | CORPORATE STRUCTURE |
Seabridge Gold Inc. (the “Issuer” or “Seabridge”) was incorporated under the Company Act (British Columbia) on September 14, 1979 under the name of Chopper Mines Ltd., which was subsequently changed to Dragoon Resources Ltd. on November 9, 1984, and then changed again to Seabridge Resources Inc. on May 20, 1998. On June 20, 2002, the Issuer changed its name to “Seabridge Gold Inc.” and on October 31, 2002, the Issuer was continued under the Canada Business Corporations Act.
The Issuer’s corporate offices are located at 106 Front Street East, 4th Floor, Toronto, Ontario, Canada M5A 1E1. The Issuer’s telephone number is (416) 367-9292. The Issuer’s Shares are currently listed for trading on the Toronto Stock Exchange (the “TSX”) under the symbol “SEA” and on the New York Stock Exchange (the “NYSE”) under the symbol “SA”. The Issuer’s registered office is located at 10th Floor, 595 Howe Street, Vancouver, British Columbia, Canada V6C 2T5.
The Issuer presently has twelve wholly-owned subsidiaries: KSM Mining ULC, Seabridge Gold (KSM) Inc., SnipGold Corp., Hattrick Resources Corp. (“Hattrick”) and Tuksi Mining & Development Company Ltd. (“Tuksi”), each companies incorporated under the laws of British Columbia, Canada; Seabridge Gold (NWT) Inc., a company incorporated under the laws of the Northwest Territories of Canada; Seabridge Gold (Yukon) Inc., a company incorporated under the laws of Yukon; Seabridge Gold Corporation, Pacific Intermountain Gold, Corporation, 5555 Gold Inc. and 5555 Silver Inc., each Nevada Corporations; and Snowstorm Exploration LLC, a Delaware limited liability corporation. The following diagram illustrates the inter-corporate relationship between the Issuer, its active subsidiaries and its projects as of December 31, 2022.
1
| Notes: |
| 1. | Certain of the Issuer’s subsidiaries have been omitted from the chart as they own no property and are inactive. |
| 2. | SnipGold, through Hattrick, owns 95% of 12 of the claims covering an area of approximately 4,339 ha. The Bronson Slope and Quartz Rise areas of the Iskut Project are 100% owned by SnipGold. Exploration work planned for 2023 at Snip North is principally on claims owned 100% by SnipGold, but a portion of such exploration work may occur on claims in which SnipGold’s ownership interest is 95%. |
| 3. | The Issuer has entered into an option agreement under which a 100% interest in the Quartz Mountain Project may be acquired by a third party. |
| ITEM 2: | GENERAL DEVELOPMENT OF THE BUSINESS |
Since 1999, Seabridge has taken steps to achieve its goal of providing strong returns to shareholders by maximizing leverage to the price of gold. The Issuer’s strategy to achieve this goal is to optimize gold ownership per Common share by increasing gold resources more rapidly than shares outstanding. This ratio of gold ownership per Common share has provided a simple but effective measure for evaluating dollars spent on behalf of shareholders.
In 1999, management decided that Seabridge’s strategic focus would be on acquiring, exploring and advancing gold deposits. Seabridge determined it would not build or operate mines, but that it would look to partner or sell assets that were advancing toward production. In the Issuer’s view, building mines adds considerable technical and financial risks and requires a different set of skills and resources. Seabridge also decided it would prioritize exploration projects with known gold deposits with exploration upside to reduce risk in terms of trying to achieve a growing ratio of gold ownership per Common share. The Issuer therefore narrowed the activities it would undertake to the following three phases, which phases it planned to progress through in the order set forth below and in response to increases in the price of gold: (i) acquiring known gold deposits, (ii) expanding the deposits, and (iii) advancing its deposits towards a construction decision by defining the economic parameters of the deposits through engineering studies, upgrading mineral resources to reserves, securing permits for undertaking mining operations and building relationships with local communities and indigenous groups. The Issuer believed this was a relatively lower-risk and less capital-intensive strategy consistent with the goal of optimizing gold ownership per Common share. The Issuer continues to follow this strategy today.
2
From 1999 to 2002, Seabridge acquired eight deposits with gold resources in North America, paying less than US$1.00 per ounce of resource (using aggregate ounces from all resource categories). Previous owners had spent an estimated US$300 million exploring and developing these deposits.
By 2002, with the gold price on the rise, the Issuer believed that it was becoming more expensive to acquire existing resources, and the cost-benefit equation tilted in favor of increasing gold ownership through exploration. Seabridge’s strategy entered its second phase, which was to expand the Issuer’s resource base by carefully targeted exploration.
By 2008, the gold price had risen sufficiently to make Seabridge think that a number of its projects might be economic. In response, Seabridge began work on the third phase of its strategy: defining the economics of its projects through engineering studies, upgrading resources to reserves, securing permits and building support for its projects in local communities. This effort focused on the KSM Project, which, during the exploration phase, had emerged as the Issuer’s most important asset. Work was also undertaken to advance the Issuer’s Courageous Lake Project. As it advanced its core KSM and Courageous Lake Projects, it also optioned and sold its non-core projects, including the Noche Buena, Red Mountain, Grassy Mountain, Quartz Mountain and Castle Blackrock Projects and used the proceeds to explore and advance its core Projects as part of its strategy for minimizing shareholder dilution. The Issuer has also continued exploration of the Projects and significantly expanded their mineral resources.
The price of gold hit a peak in 2012 and then declined for several years. When the Issuer believed it had declined sufficiently to make property acquisition attractive once again, it entered into another phase of property acquisition with the purchase of the Iskut Project in 2016, the Snowstorm Project in 2017, the Goldstorm Project in 2019, the 3 Aces Project in 2020 and the East Mitchell (formerly Snowfield) property in 2020. It remains interested in additional acquisitions when it sees properties with potential that is meaningful to the size of the Issuer and at an appealing price. In the course of searching for new properties, the Issuer has accepted that reasonably priced properties that satisfied its size objective may have limited, or no, mineral resources.
Even after it moved to the third phase, the Issuer has continued exploring the KSM and Courageous Lake Projects in conjunction with advancing them. These efforts have resulted in the significant expansion of its existing Kerr and Iron Cap deposits at KSM and the discovery of additional mineralized zones at Courageous Lake. Its exploration programs proved highly successful, with measured and indicated gold resources now totaling 100.1 million ounces with an additional 70.5 million ounces of gold in the inferred resource category (see Mineral Resources Table on page 12) against a backdrop of only 81.6 million shares outstanding. With the KSM mineral resource sufficiently large to provide decades of production, the Issuer has now shifted its exploration activities to its Iskut, 3 Aces and Snowstorm Projects.
For the last 12 years, most of the Issuer’s activities have focused on expanding the mineral resource at and advancing its KSM Project, which at this point is by far the Issuer’s most significant asset. The Issuer has completed a succession of prefeasibility studies of its KSM Project in June, 2012, November, 2016, November 2020 and August 2022, each incorporating the most recent resource estimates at KSM and presenting improvements to the KSM Project design and economics. As a result of its search for higher grade core zones at the KSM Project from 2013 to 2020, the Issuer has broadened the Project’s economic profile. Before finding the higher grade mineralized zones below the Kerr deposit and the Iron Cap deposit, KSM was a gold project with a robust copper credit that would appeal primarily to gold miners as prospective partners. Now, KSM has a much stronger copper profile which opens up the potential for a joint venture with a large base metal producer. The Issuer’s acquisition of the East Mitchell property, which lies adjacent to the Mitchell deposit at KSM, has improved the KSM Project’s economic projections and provides the possibility of many years of open pit production before it is necessary to build block caves for the Iron Cap and Kerr deposits.
3
The Issuer submitted its Environmental Impact Statement/Environmental Assessment Application (the “EA Application and EIS”) for its KSM Project in the first quarter of 2013, it was accepted for formal review by British Columbia in August, 2013 and it was approved by both the federal and provincial authorities in 2014. In conjunction with advancing the EA Application and EIS, the Issuer worked to build its relationships with the Nisga’a Nation, the Tahltan Nation and other indigenous groups, including pursuing impacts and benefits agreements. In June, 2014, the Issuer and the Nisga’a Nation entered into a Benefits Agreement. In September, 2013, the Gitxsan Treaty Society, representing the Gitxsan Hereditary Chiefs, delivered a letter to regulators expressing its support of Seabridge Gold’s KSM Project. In June, 2014, the Issuer entered into an environmental agreement with the Gitanyow Hereditary Chiefs Office and the wilps represented by Gitanyow Hereditary Chiefs Office. In addition, in 2019, the Issuer entered into an impacts and benefits agreement with the Tahltan Nation.
In September, 2014, the Issuer received early-stage construction permits for its KSM Project from the Province of British Columbia. The permits issued include: (1) authority to construct and use roadways along Coulter Creek and Treaty Creek; (2) rights-of-way for the proposed Mitchell-Treaty tunnels connecting project facilities; (3) permits for constructing and operating numerous camps required to support constructions activities; and (4) permits authorizing early-stage construction activities at the mine site and tailings management facility.
In order to put the KSM Project on course for achieving a “substantially started” designation (needed by July, 2026 to avoid expiry of the KSM Project’s Provincial environmental assessment certificate (the “EAC”)), the Issuer commenced early construction activities at KSM in 2021. The focus of this work is on establishing site access and camps, building compensating fish habitat and site access to hydro power, all of which will also reduce construction timelines and Project risk. By the end of 2022 the Issuer had constructed the first 17 km of the Treaty Creek Access Road (“TCAR”), including the Bell-Irving River bridge, the first 3.2 km of the Coulter Creek Access Road, a 99 person permanent camp near the beginning of the TCAR and cleared and graded the camp site (Camp 9) in the Mitchell valley. In addition, the earthworks at the Glacier Creek Fish Habitat offsetting ponds were largely completed and British Columbia Hydro and Power Authority’s (“BC Hydro”) construction started on the Treaty Creek Terminal required to enable the powerline for the KSM Project to draw power from the Northwest Transmission Line.
Seabridge intends to seek a sale or joint venture of its two core assets, the KSM Project and the Courageous Lake Project, or a sale of the Issuer. At KSM, it is continuing its early construction activities on roads, camps and power and collecting data to support work on a feasibility study. It is also working on an updated prefeasibility study (“PFS”) for its Courageous Lake Project, to focus on presenting a smaller, higher grade and more profitable mining scenario. Realizing value for the Issuer’s shareholders depends on the potential financial return for a prospective purchaser or partner, success in addressing regulatory issues and indigenous peoples’ concerns, market conditions and gold and copper prices. The timing of a joint venture, partnership or sales agreements, if any, cannot be determined.
The continuing success of the Issuer is dependent on (1) the ability to continue to raise capital as needed, (2) strength in the price of gold and copper, (3) retention of the social license to operate its projects, (4) exploration success on projects, and/or (5) advancement of its projects through optimization work, success in regulatory reviews and in obtaining and retaining permits.
In 2020 and 2021, the Issuer continued to advance its KSM Project and further exploration at its other projects, but the scale of work programs at the KSM site was reduced on account of the COVID-19 pandemic and related restrictions and the pace of advancement has slowed, in part due to a slowdown in permitting timelines. All of the Issuer’s active projects are located in remote areas of northern Canada, except for its Snowstorm Project and nearby Goldstorm Project in Nevada. Canadian provinces and territories adopted restrictive operating regulations for exploration camps to address COVID-19 concerns and travel restrictions not only upon entering Canada but also certain internal travel restrictions and bans on entering certain provinces or territories. Indigenous communities were particularly vulnerable to COVID-19 risks for various reasons, including housing shortages resulting in close living conditions as well as the absence of close access to the healthcare facilities needed to treat more serious COVID-19 illness. Accordingly, the Issuer was very careful in how it conducted its programs with the goal of not permitting any spread of COVID-19 at its operations, and this goal was achieved in both years.
The Issuer completed a geotechnical drill program at its KSM project in 2020 along the proposed Mitchell-Treaty tunnels (the “MTT”) route to confirm rock composition. The other work on the KSM Project in 2020 involved advancing towards commencement of building onsite infrastructure to facilitate data collection for a feasibility study in anticipation of securing a partner for the Project.
In addition, 6,121 m of drilling was completed in 26 holes within the proposed Sulphurets pit limits at the margins of the deposit. Of the 26 holes drilled, 24 intersected over 1.0 g/t gold material in areas not previously captured in the deposit resource model at the time.
4
At its Iskut Project in 2020, the Issuer completed almost 9,000 m of drilling in 11 holes in the Quartz Rise area. Drilling found intervals of higher grade copper mineralization (e.g. 0.62% copper over 31.8 m) and longer intervals of lower grade copper/gold. The results were consistent with encountering the outer portions of the alteration halo from a large porphyry system. The results continue to be analysed to plan programs with the objective of vectoring towards the potential heart of the system. Work on the reclamation and closure of the Johnny Mountain Mine was scaled back for 2020 due to COVID-19 related limitations on housing work crews, with work being limited to collection of data and completion of studies.
In May, 2020, the Issuer acquired the 3 Aces Project, a district scale, orogenic-gold project covering approximately 350 km² and located in a readily accessible part of southeastern Yukon. The target concept for this project is consistent with some of the biggest and richest gold deposits in the world, including the California Mother Lode Belt, Juneau Gold Belt, Murentau in Uzbekistan and Obuasi in Ghana. Historical work has identified a broad area of gold-in-soil extending more than 20 km along strike and recent drilling in the Central Core Area has progressed to a point where, with additional exploration drilling, the property could potentially advance to an initial resource with exceptional grade. The Issuer’s work in 2020 on the 3 Aces Project involved assembling the historic data into a 3-dimensional model and identifying targets to drill in 2021.
In August, 2020, the Issuer commenced a drill program at its Snowstorm Project to follow-up on the permissive stratigraphic host rocks identified in its 2019 program. The program targeted the intersection of these host rocks by fault structures that may have transported gold-bearing solutions. The program encountered some challenges with drilling conditions and progress was slow, however the program was completed in the first quarter of 2021 after drilling a total of 4,495 m. In April, 2021, the Issuer reported that its drilling had encountered a gold-bearing system hosted within similar rocks and structural setting as the Turquoise Ridge Mine and would be evaluating how to use the results to find higher concentrations of gold.
In December of 2020, the Issuer completed the acquisition of the East Mitchell Property, which lies immediately to the east of its Mitchell deposit at its KSM project. The East Mitchell Property hosts a large gold resource and enables new development opportunities for the KSM Project. The Issuer acquired the East Mitchell Property in the belief that the 1.37 billion tonne measured and indicated resource on it could be integrated into the KSM Project and would significantly increase the KSM Project’s proven and probable reserves. In addition, the resource is near the surface, which makes it amenable to open pit mining and provides an opportunity to defer the more capital-intensive block cave mining considered for the Iron Cap and Kerr deposits with resulting improvements to the KSM Project’s net present value and internal rate of return.
At the KSM Project, the work for 2021 involved:
| ● | advancing development of the Project on site-capture construction to maintain the Project on course for achieving “substantially started” before expiry of its EAC; | |
| ● | completing data collection in respect of the East Mitchell Property and commencing work on a study of the integration of the East Mitchell Property into the KSM Project; | |
| ● | continuing work to meet the Issuer’s obligation under the EAC and collect additional data required for a feasibility study on the KSM Project; | |
| ● | working with the BC government to secure a further extension to the EA Certificate due to the impacts of the COVID-19 pandemic. |
The Issuer drilled 3,484 m on the East Mitchell Property in 2021.
Work towards achieving the “substantially started” designation included building construction camps at the beginning of the Coulter Creek Access Road (the “CCAR”) (Camp 3), beside Highway 37 (Hodder Camp), near the beginning of the Treaty Creek access Road, preparing the site for construction of its camp facilities in the Mitchell Valley (Camp 9), starting an initial segment of the CCAR and beginning construction of the Glacier Creek fish habitat offsetting program.
In November, 2021, the Issuer received a two-year extension to its EAC in recognition of the impact the COVID-19 measures it adopted in 2020 and 2021 for the protection of the people and communities of northwestern BC had on its schedule for completing work to achieve the “substantially started” designation. The deadline for achieving “substantially started” is now July 29, 2026. In addition, the Issuer was issued authorizations from the Department of Fisheries and Oceans for the Glacier, Taft and Treaty Creek fish habitat offsetting programs.
5
In connection with its commencement of these early construction activities at KSM the Issuer has increased its personnel. It is building a construction management team, expanding its environmental/permitting team and brought in human resources professionals. Over the course of 2021, the Issuer grew from 7 officers and 28 employees to 10 officers and 41 employees.
In April, 2021, the Issuer announced that it had sold its residual interests in the Red Mountain Project for US$18 million. The interests sold were the right to a $1.5 million payment due upon achievement of commercial production and a gold stream interest entitling it to purchase, at US$1,000/oz, 10% of annual gold production up to a maximum of 50,000 ounces.
At the Iskut Project, the Issuer’s 2021 program focused on the corridor of porphyritic intrusive rock endowed with gold and copper identified in 2020 drilling and started with a magnetotelluric survey. Drilling began in August on the target emerging from its analysis of collected data which points to a coherent zone for the gold-copper porphyry source below the Quartz Rise Lithocap. The regional geophysical surveys of the property show a distinct structural feature that connects Quartz Rise, Bronson Slope and Snip North. All the prospective intrusions fall along this regional trend and each surveyed intrusion on this trend has a coherent resistivity anomaly at depth like those recognized at KSM. The Issuer also continued its reclamation work at the old Johnny Mountain Mine site on its Iskut Project.
The 2021 exploration program at 3 Aces commenced with line cutting to support a geophysical survey. A CSAMT geophysical program was also completed. This work was designed to allow the Issuer to build a 3-D earth image to integrate with historical drilling. The aim of this initial work is to expand high-grade gold targets previously identified and detect new targets for initial drill testing. Drill testing was planned for later in the year but permitting delays resulted in the Issuer not being able to start its planned drill program.
The 2021 exploration program at Snowstorm commenced in August, 2021 and followed-up on the gold bearing structures identified in 2020 and was designed to off-set these previous intersections toward a structure with a topographic expression which is projected into the Paleozoic section using magnetotelluric (MT) geophysical readings. The surface expression of this structure has produced a significant arsenic in soil anomaly. The program was completed by April, 2022.
In December, 2021, the Issuer also filed its first comprehensive Sustainability Report detailing the Issuer’s approach and progress towards integrating sustainability into its business. The report was prepared with select disclosures and guidance from the Sustainability Standards Accounting Board (SASB) Metals and Mining Industry Standards and the Global Reporting Initiative (GRI) Standards, as well as other metrics developed for its purposes. The Sustainability Report is posted on the Issuer’s website.
The results of 2021 drilling at the East Mitchell deposit have confirmed the geological model and block grades and that the East Mitchell deposit is the sheared-off upper Mitchell deposit. This confirmation permits a better understanding of the vertical zonation of metals and hydrothermal alteration in the nearly 3 km vertical Mitchell/East Mitchell gold-copper-porphyry system. In April, 2022, Seabridge reported updated resource estimates for its KSM Project incorporating the results of the drilling at East Mitchell in 2021 and integrating the East Mitchell deposit into the KSM Project (see “Description of the Issuer’s Business – KSM Project - The Current KSM PFS and PEA – Mineral Resources”.
6
In early March, 2022, the Issuer announced it had entered into a Facilities Agreement with BC Hydro covering the design and construction of BC Hydro’s Treaty Creek Transfer Station (“TCT”) by BC Hydro to supply construction phase hydro-sourced electricity to the KSM project. The KSM Project will be connected to BC Hydro’s existing Northwest Transmission Line (“NTL”) at the TCT. This TCT, located where KSM’s Treaty Creek access road meets Highway 37, south of Bell 2, is now anticipated to be completed by mid-2025. The terms of the Facilities Agreement are described below under “Material Contracts”.
In March, 2022, KSM Mining ULC (“KSMCo”), a wholly-owned subsidiary of the Issuer, sold a US$225,000,000 secured note and Seabridge sold concurrently a Contingent Right, to Sprott Private Resource Streaming and Royalty (B) Corp. (“Sprott”) for US$225 million (approximately C$285 million at the exchange rate at the time). Ontario Teachers Pension Plan was a significant investor in the secured note through Sprott. At maturity, the principal repayable under the secured note will be used by Sprott to purchase a silver royalty on the KSM Project. The proceeds of this sale will be used to fund a significant portion of the works the Issuer is planning to advance the KSM Project towards the designation of “substantially started”. The terms of the agreements relating to this financing are described below under “Material Contracts”.
The Issuer announced the completion of a Preliminary Feasibility Study and Preliminary Economic Assessment Report for the KSM Project in August, 2022. The PFS shows a considerably more sustainable and profitable mining operation than its 2016 predecessor, now consisting of an all open pit mine plan that includes only the Mitchell, East Mitchell and Sulphurets deposits. The primary reasons for the improvements in the plan compared to the 2016 study arise from the acquisition of the East Mitchell open pit resource and an expansion to planned mill throughput. The many design improvements over the 2016 PFS include a smaller environmental footprint, reduced waste rock production, reduced greenhouse gas emissions by partial electrification of the mine haul fleet, a 50% increase in mill throughput, and the elimination of capital intensive block cave mining. The mine plan was simplified to bring total capital down below the 2016 estimates, despite inflation, by eliminating sustaining capital associated with block cave development. Important steps were also taken to make the project less dependent on oil, especially diesel fuel, by maximizing the use of low cost, green hydroelectric energy. The PEA presents a stand-alone mine plan showing a potential future expansion of the KSM mine to the copper rich Iron Cap and Kerr deposits after the 33-year 2022 PFS mine plan has been completed. The 2022 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 tpd, demonstrating that KSM has multigenerational long-life mining project potential with flexibility to vary metal output. Details of the PFS and PEA are set forth below under “Description of the Issuer’s Business – KSM Project – The Current KSM PFS and PEA”.
As part of its work to advance the KSM Project to a feasibility study, in 2022 Seabridge completed 6,183 m of drilling for geotechnical and geohydrological rock characterization.
In 2022 the Issuer increased the scope of the early construction works at KSM that were started in 2021. On the eastern side of the KSM Project, the Issuer commenced construction of the TCAR and completed it to the 17 km mark, including completing construction of the Bell-Irving River bridge (“BIRB”) just beyond the turnoff from Highway 17. Just off the TCAR, not far beyond the BIRB, the Issuer completed construction of a 99-person camp (Camp 11) with surrounding laydown and infrastructure areas for future use. On the other side of Highway 37, BC Hydro established access to the site for the TCT and made significant progress on building the pad for the TCT. On the western side of the KSM Project, the Issuer constructed the first 3.2 km of the CCAR and built the site for the Mitchell valley camp (Camp 9) to the point it is ready to receive camp infrastructure. In addition, the Issuer is building the first of the three fish habitat sites to compensate for the Project’s disturbance of fish bearing habitat. In 2022, the earthworks were largely completed for the fish habitat offsetting ponds at Glacier Creek.
7
Work at the Iskut Project focused on drill testing gold-copper targets at Bronson Slope and Quartz Rise, and at the North Snip target geophysical surveying, surface sampling and relogging historical drill holes were performed. The 2022 core drilling included 10 drill holes totaling 10,162 m and discovered an unusually 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 being planned to (1) target an increase in the Bronson gold-copper resource, (2) search for the intrusive source of the breccia pipe, and (3) drill test other prospective targets for copper and gold porphyry deposits. Drilling at the remnant lithocap on Quartz Rise and historical drilling at the Snip North target has encountered meaningful gold-copper grades that will be investigated further in 2023.
In May, 2022, the Issuer entered into a Contribution Agreement in respect of the 3 Aces Project with the Liard First Nation (“LFN”). The agreement provides a framework for Seabridge and the LFN to build positive working relationships and enable LFN’s meaningful review and analysis of Seabridge’s activities at the 3 Aces Project. In particular, the agreement will support LFN in preparing for and participating in assessment and regulatory processes and community engagement.
In September, 2022, the Issuer received its Class 4 Quartz Exploration Permit from the Yukon Government Department of Energy, Mines, and Resources which allows the Issuer to conduct a gold focused exploration program. With the limited portion of the exploration season still available after the issue of the permit, the Issuer reduced its original plans and decided to focus on beginning the testing of its 3-dimensional model of the Hearts zone. One drill hole was used to confirm that gold-bearing structures are hosted within secondary aniticlinal folds and thrust faults as predicted by the model. The assays from this hole were consistent with previous intersections. Three additional holes were used to test for controls on down dip extensions to the high grade. These holes determined that the gold-bearing structures are pronouced as they continue down plunge but only carry coherent high grades where they exhibit flexures that enhance permeability.
In September, 2022, the Issuer also issued its Q4 2021 Sustainability Report providing insight to the Issuer’s commitment to local communities, environment and sustainability. The report captures the last quarter of 2021, picking up from the initial Sustainability Report issued in 2021, to highlight progress towards integrating sustainability into all aspects of our business. The Sustainability Report may be viewed at https://www.seabridgegold.com/sustainability. It’s next Sustainability Report covering 2022 is expected before the end of June, 2023.
In connection with the growth in its activities, in particular the early construction activities at KSM, the Issuer has increased its personnel. The work of building a construction management team and expanding its permitting team continued in 2022. Over the course of 2022, the Issuer grew from 10 officers and 41 employees to 11 officers and 45 employees at year end. As its workforce has grown, the Issuer has also implemented new policies to promote a healthy, safe and supportive work environment, including a Respectful Workplace Policy, a Health and Safety Policy and Sustainability Policy.
Work to renew the Issuer’s at-the-market offering commenced at the end of 2022 and was completed by January 6, 2023. The Issuer has found that the at-the-market offerings have enabled it to raise funds when needed at lower costs and with greater flexibility than more traditional financings. Sales are made through the lead agent, Cantor Fitzgerald & Co and only take place on the New York Stock Exchange.
8
At the date of this AIF, the Issuer plans exploration work at each of its Iskut, 3 Aces and Snowstorm Projects in 2023. At the Iskut Project, the 2022 exploration work will focus on expanding the Bronson Slope resource and test potential porphyry occurrences in the other targets on the property. Drilling at Bronson Slope will incorporate delineation drilling on the margins of the resource and at depth and deep testing for the porphyry source of the system. Additional drilling is planned at the Snip North, Bronson East and Quartz Rise targets. The Issuer will also continue with the next year of its planned reclamation and closure plan for the Johnny Mountain Mine. At 3 Aces, the exploration program will focus on advancing and refining the 3-dimensional exploration model. Work will include expansion of the CSAMT survey of the Central Core Area and core and RC drilling in the Spades, Hearts and Clubs target zones. At Snowstorm, the Issuer plans to drill test across two of the parallel structures it has identified on the eastern margin of an uplifted Devonian Comus Formation block into the carbonate section of the Comus Formation.
At the KSM Project, the Issuer is principally directing in its efforts towards achieving ’substantially started’. Work planned for 2023 includes completing the North Treaty Access Road from the 17 km mark of the TCAR to the camp location (Camp 5) at the proposed process tailings management area (“PTMA”), BC Hydro’s work on the TCT, building access roads to powerline pole sites for the powerline from the TCT to the PTMA, completing the Glacier Creek Fish Habitat ponds and various engineering and planning for work in future years. A 30 km long 287 KV transmission line is proposed to interconnect the TCT and the KSM plant site. Planning for the KSM transmission line is being undertaken in 2023 and construction is scheduled to begin in 2024 with completion planned for 2025.
On March 11, 2020, the COVID-19 outbreak was declared a pandemic by the World Health Organization, which caused significant financial market and social dislocation. In response, the Issuer implemented measures to safeguard the health and well-being of its employees, contractors, consultants and community members to ensure their safety. Many of the Issuer’s employees worked from home before the pandemic, but its employees that worked in its offices worked from home during much of the pandemic. The Issuer reduced the scope of the work programs at its KSM and Iskut projects originally planned for 2020 and 2021 in order to observe social distancing and implement preventative actions at its camps and cancelled the work program at 3 Aces. The measures in British Columbia limited the number of personnel that could be accommodated at remote camps and, therefore, the amount of work that could be completed. The Issuer continued to move forward with some of its development work at the KSM Project and progressed with its planned exploration programs at the Iskut Project and Snowstorm Project, however its reclamation work at the old Johnny Mountain mine within its Iskut Project was deferred in 2020 due to lack of camp space. In addition, the Issuer’s engagement with potential joint venture partners or potential acquirors for the KSM Project or the Courageous Lake Project slowed as major mining companies focused on addressing the needs of their existing operations as a result of the pandemic and travel restrictions, particularly quarantine requirements, have made site visits too difficult. Overall, the COVID-19 crisis has not materially impacted the Issuer’s operations, but it significantly reduced the Issuer’s capacity to undertake work in advancing the KSM Project during 2020 and 2021 and delayed the reclamation work at the Johnny Mountain Mine.
The Issuer maintained some precautionary measures at its Projects in 2022, including testing for COVID-19, but the scale of its operations returned to normal, except in the case of the KSM Project at which operations have significantly expanded with the early construction work taking place. The Issuer has not experienced problems with obtaining the supplies needed for its work programs. The Issuer has instituted and will continue to implement operational and monitoring protocols to ensure the health and safety of its employees and stakeholders, which follow the advice of local governments and health authorities where it operates. The Issuer plans work programs on an annual basis and adjusts its plans to the conditions it faces for funding and executing programs as it operates. It expects to be able to continue operating on this basis going forward.
The Issuer will continue to monitor developments of the pandemic and continuously assess the pandemic’s potential further impact on the Issuer’s operations and business.
See “Risk Factors” for additional details on the impacts of the COVID-19 pandemic on the Issuer.
| ITEM 3: | DESCRIPTION OF THE ISSUER’S BUSINESS |
The Issuer owns 7 properties, 4 of which have gold resources, and it has one material property; its KSM Project. The Issuer holds a 100% interest in each of its properties other than a small portion of the Iskut Project, in which it owns a 95% interest. The Quartz Mountain project is subject to an option agreement under which the optionee may acquire a 100% interest in such project. At the date of this AIF, the estimated gold resources at the Issuer’s properties are set forth in the following table and are broken down by project and resource category.
9
Mineral Resources (Gold and Copper)
| PROJECT | Cut-Off Grade (g/t) |
Measured | Indicated | Inferred | ||||||||||||
| Tonnes (000’s) |
Gold Grade (g/t) |
Gold (million ozs) |
Copper Grade (%) |
Copper (million lbs) |
Tonnes (000’s) |
Gold Grade (g/t) |
Gold (million ozs) |
Copper Grade (%) |
Copper (million lbs) |
Tonnes (000’s) |
Gold Grade (g/t) |
Gold (million ozs) |
Copper Grade (%) |
Copper (million lbs) | ||
| KSM | ||||||||||||||||
| Mitchell | See Note 1 | 692,000 | 0.68 | 15,1 | 0.19 | 2,876 | 1,667,000 | 0.48 | 25.9 | 0.14 | 5,120 | 1,283,000 | 0.29 | 11.8 | 0.14 | 3,832 |
| East Mitchell | See Note 1 | 1,013,000 | 0.65 | 21.1 | 0.11 | 2,514 | 746,000 | 0.42 | 10.0 | 0.08 | 1,390 | 281,000 | 0.37 | 3.3 | 0.07 | 403 |
| Iron Cap | See Note 1 | -- | -- | -- | -- | -- | 423,000 | 0.41 | 5.6 | 0.22 | 2,051 | 1,899,000 | 0.45 | 27.5 | 0.30 | 12,556 |
| Sulphurets | See Note 1 | -- | -- | -- | -- | -- | 446,000 | 0.55 | 7.9 | 0.21 | 2,064 | 223,000 | 0.44 | 3.2 | 0.13 | 639 |
| Kerr | See Note 1 | -- | -- | -- | -- | -- | 374,000 | 0.22 | 2.7 | 0.41 | 3,405 | 1,999,000 | 0.31 | 19.8 | 0.40 | 17,720 |
| KSM Total² | -- | 1,705,000 | 0.66 | 36.2 | 0.14 | 5,390 | 3,656,000 | 0.44 | 52.1 | 0.17 | 14,030 | 5,685,000 | 0.36 | 65.6 | 0.28 | 35,1505 |
Courageous Lake: Fat Deposit² Walsh Lake² |
0.83 0.60 |
13,401 -- |
2.53 -- |
1.1 -- |
-- -- |
-- -- |
93,914 -- |
2.28 -- |
6.9 -- |
-- -- |
-- -- |
48,963 4,624 |
2.18 3.24 |
3.4 0.5 |
-- -- |
-- -- |
| Quartz
Mountain3 |
0.34 | 3,480 | 0.98 | 0.1 | -- | -- | 54,330 | 0.91 | 1.6 | -- | -- | 44,800 | 0.72 | 1.0 | -- | -- |
| Iskut (Bronson Slope) | See Note 4 | 84,150 | 0.42 | 1.1 | 0.15 | 280 | 102,740 | 0.31 | 1.0 | 0.10 | 222 | -- | -- | -- | -- | -- |
| Note: | The resource estimates have been prepared in accordance with the standards and guidance referenced in NI 43-101. See “Cautionary Note to United States Investors Regarding Resource Estimates” in the Preliminary Notes. |
| 1. | The cut-off grade for KSM is CDN$10.75 in net smelter return (NSR) for the open pits and CDN$11.25 in NSR for the underground mining. |
| 2. | The effective dates of the KSM and Courageous Lake resource estimates above are as follows: KSM (Mitchell and East Mitchell), March 31, 2022, KSM (Iron Cap, Sulphurets and Kerr), December 31, 2019; Courageous Lake (Fat), September 2012; and Courageous Lake (Walsh Lake), March, 2014. |
| 3. | Seabridge has entered into an option agreement under which a 100% interest in the Quartz Mountain project may be acquired. |
| 4. | The cut-off grade for the Iskut Project resource is CDN$9.00 in NSR. |
The measured and indicated mineral resources at the KSM Project and Courageous Lake Project are inclusive of mineral reserves. Mineral resources which are not mineral reserves do not have demonstrated economic viability.
Cautionary Note Regarding Forward-Looking Statements
This AIF contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of Canadian securities laws concerning future events or future performance with respect to the Issuer’s projects, business approach and plans, including production, capital, operating and cash flow estimates; business transactions such as the potential sale or joint venture of the Issuer’s KSM Project and Courageous Lake Project (each as defined herein) and the acquisition of interests in mineral properties; requirements for additional capital; the estimation of mineral resources and reserves; and the timing of completion and success of exploration and advancement activities, community relations, required regulatory and third party consents, permitting and related programs in relation to the KSM Project, Courageous Lake Project, Iskut Project, Snowstorm Project or 3 Aces Project. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives or future events or performance (often, but not always, using words or phrases such as “expects”, “anticipates”, “believes”, “plans”, “projects”, “estimates”, “intends”, “strategy”, “goals”, “objectives” or variations thereof or stating that certain actions, events or results “may”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or statements of “potential” or something “possible”, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements and forward-looking information (collectively referred to in the following information simply as “forward-looking statements”). In addition, statements concerning mineral reserve and mineral resource estimates constitute forward-looking statements to the extent that they involve estimates of the mineralization expected to be encountered if a mineral property is developed and, in the case of reserves, the economics of developing a property and producing minerals.
Forward-looking statements are necessarily based on estimates and assumptions made by the Issuer in light of its experience and perception of historical trends, current conditions and expected future developments. In making the forward-looking statements in this AIF the Issuer has applied several material assumptions including, but not limited to, the assumption that: (1) market fundamentals will result in sustained demand and prices for gold and copper, and to a much lesser degree, silver and molybdenum; (2) the potential for production at its mineral projects will continue operationally, legally and economically; (3) any additional financing needed will be available on reasonable terms; and (4) estimated reserves and resources at the Issuer’s projects have merit and there is continuity of mineralization as reflected in such estimates.
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Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation:
| ● | the Issuer’s history of net losses and negative cash flows from operations and expectation of future losses and negative cash flows from operations; |
| ● | risks related to the Issuer’s ability to continue its exploration activities and future advancement activities, and to continue to maintain corporate office support of these activities, which are dependent on the Issuer’s ability to enter into joint ventures, to sell property interests or to obtain suitable financing; |
| ● | the Issuer’s indebtedness requires payment of quarterly interest and, in certain circumstances, may require repayment of principal and the Issuer’s principal sources for funds for repayment are capital markets and asset sales; |
| ● | uncertainty of whether the reserves estimated on the Issuer’s mineral properties will be brought into production; |
| ● | uncertainties relating to the assumptions underlying the Issuer’s reserve and resource estimates; |
| ● | risks related to obtaining and maintaining all necessary permits and governmental approvals, or extensions/renewals thereof, for exploration and development activities, including in respect of environmental regulation, and the risk that the Issuer’s EAC might expire before the KSM Project is declared to be “substantially started”; |
| ● | uncertainty of estimates of capital costs, operating costs, production and economic returns; |
| ● | risks relating to the commencement of site access and early site preparation construction activities at the KSM Project; |
| ● | risks related to commercially producing precious metals and copper from the Issuer’s mineral properties; |
| ● | risks related to fluctuations in the market price of gold, copper and other metals; |
| ● | risks related to fluctuations in foreign exchange rates; |
| ● | mining, exploration and development risks that could result in damage to mineral properties, plant and equipment, personal injury, environmental damage and delays in mining, which may be uninsurable or not insurable in adequate amounts; |
| ● | risks related to unsettled First Nations rights and title and settled Treaty Nations’ rights and uncertainties relating to the application of the United Nations Declaration on the Rights of Indigenous Peoples to the laws in Canadian jurisdictions; |
| ● | risks related to increases in demand for exploration, advancement and construction services and equipment, and related cost increases; |
| ● | uncertainty related to title to the Issuer’s mineral properties and rights of access over or through lands subject to third party rights, interests and mineral tenures; |
| ● | increased competition in the mining industry; |
| ● | ongoing concerns regarding carbon emissions and the impacts of measures taken to induce or mandate lower carbon emissions on the ability to secure permits, finance projects and generate profitability at a project; |
| ● | the Issuer’s current and proposed operations are subject to risks relating to climate and climate change that may adversely impact its ability to conduct operations, increase operating costs, delay execution or reduce the profitability of a future mining operation; |
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| ● | the Issuer’s need to attract and retain qualified management and personnel; |
| ● | risks related to some of the Issuer’s directors’ and officers’ involvement with other natural resource companies; |
| ● | risks associated with impacts from the spread of, and measures taken to address the spread of, the COVID-19 virus; |
| ● | the Issuer’s classification as a “passive foreign investment company” under the United States tax code; |
| ● | risks associated with the use of information technology systems and cybersecurity; |
| ● | uncertainty surrounding an audit by the Canada Revenue Agency (“CRA”) of Canadian exploration expenses incurred by the Issuer during the 2014, 2015 and 2016 financial years which the Issuer has renounced to subscribers of flow-through share offerings and the CRA’s decision to reassess such subscribers; and |
| ● | the reassessment by the CRA of the Issuer’s refund claim for the 2010 and 2011 financial years in respect of the British Columbia Mining Exploration Tax Credit. |
This list is not exhaustive of the factors that may affect any of the Issuer’s forward-looking statements. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Issuer or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those referred to in this AIF under the heading “Risk Factors” and elsewhere in this AIF. In addition, although the Issuer has attempted to identify important factors that could cause actual achievements, events or conditions to differ materially from those identified in the forward-looking statements, there may be other factors that cause achievements, events or conditions not to be as anticipated, estimated or intended. Many of the foregoing factors are beyond the Issuer’s ability to control or predict. It is also noted that while Seabridge engages in exploration and advancement of its properties, including site work in preparation for feasibility study work or early construction work, it will not undertake production activities by itself.
These forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made and the Issuer does not assume any obligation to update forward-looking statements, except as required by applicable securities laws, if circumstances or management’s beliefs, expectations or opinions should change. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.
Overview
Location
The KSM Project is located within the coastal mountains of northwest British Columbia, approximately 21 kilometers south-southeast of the former Eskay Creek Mine and approximately 65 kilometers by air north-northwest of Stewart, British Columbia. (See Figure 1.) The provincial government has recognized the significance of historical mining activity in this area, which includes the past producing Eskay Creek, Snip, Granduc, and Premier mines. Currently, the Red Chris Mine and the Brucejack Mine are in mining operations.
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Access to the property is by helicopter from Bell II Crossing on the Stewart Cassiar Highway or Stewart, British Columbia. Mobilization of equipment and personnel is staged from kilometer 54 on the private Eskay Creek Mine Road (about 25 km from the KSM Project) and from Bell II Crossing on the Stewart Cassiar Highway (about 40 km from the KSM Project).
The proposed pit areas lie within the headwaters of Sulphurets Creek, which is a tributary of the Unuk River, and flows into the Pacific through Alaska. The proposed process plant and tailings management facility (“TMF”) will be located within the tributaries of Teigen and Treaty Creeks. Teigen and Treaty Creeks are tributaries of the Bell-Irving River, which is itself a major tributary of the Nass River. The Nass river flows to the Pacific Ocean entirely within Canada.
The Deposits
At the time the Issuer acquired the KSM Project in 2001, the project consisted of two distinct zones (Kerr and Sulphurets) which had been modeled separately by Placer Dome (CLA) Limited (“Placer Dome”). Subsequent drilling and engineering work by the Issuer has defined two new very large zones, the Mitchell Zone and the Iron Cap Zone, as well as dramatically expanded the mineralized zone beneath the Kerr zone.
From 2008 to 2012 Seabridge focused on further exploration and delineation of the four known deposits at the KSM Project. In 2012 Seabridge focused its exploration at KSM to a search for higher temperature core zones that typically concentrate high-grade metals within very large porphyry systems such as KSM. Exploration since 2011 has resulted in the discovery of two core zones, Deep Kerr (a down dip continuation of Kerr deposit mineralization) and Iron Cap Lower Zone (a down dip continuation of Iron Cap deposit mineralization), an extension of the Mitchell zone and other promising core targets.
In 2020 the Issuer acquired the East Mitchell Property (formerly known as the Snowfield Property), a single mineral claim covering 1,267 Ha adjacent to the Mitchell deposit, from Pretium Resources Inc. for US$100 million, a 1.5% net smelter returns (“NSR”) royalty on East Mitchell Property production and a future contingent payment of US$20 million of which US$15 million can be credited against future royalty payments. The East Mitchell Property hosts a large gold/copper mineral resource and was acquired with a view to incorporating it into the Issuer’s KSM Project.
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Figure 1 - KSM Project Location Map
Regulatory Approvals
In July, 2014, the Issuer’s provincial Environmental Assessment (“EA”) Application for the KSM Project under the British Columbia Environmental Assessment Act was approved. The Canadian Environmental Assessment Agency (CEAA) issued its Comprehensive Study Report in July 2014, as required by the Canadian Environmental Assessment Act, which concluded that the KSM Project would not have significant impacts to the environment. The EA Application and Environmental Impact Statement (“EIS”) review process involved Alaskan regulators throughout and the CEAA Study Report also concluded that the KSM Project would not have significant impacts to the environment situated downstream of the Alaska border. In December 2014 the Federal Minister of the Environment issued a positive project decision which endorsed the conclusions of the Comprehensive Study Report. Subsequently, the same Minister approved the Project in accordance with the requirements of the Nisga’a Final Agreement.
The provincial EA approval was for an initial term of five years; it was extended for a further five-year term in March, 2019 and for another two years in November, 2021, and now expires on July 29, 2026. The EAC will be extended indefinitely if the BC Environmental Assessment Office declares the Issuer has “substantially started” construction of the KSM Project. The federal approval is for an indefinite term (as long as the Provincial EAC remains in effect). The Issuer believes that the EA Application and EIS materials and subsequent extension approvals demonstrate that the KSM Project, as designed, is and continues to be an environmentally responsible and generally a socially accepted project. The EAC approves the mine development plan set forth in the Preliminary Feasibility Study within the 2016 PFS Plan (defined below). Specific provincial environmental assessment amendments will be required to proceed with the mine development plan set forth in the 2022 KSM PFS and PEA Report (defined below).
In September, 2014, the Issuer received early-stage construction permits for its KSM Project from the Province of British Columbia. The permits issued include: (1) authority to construct and use roadways along Coulter Creek and Treaty Creek; (2) rights-of-way for the proposed Mitchell-Treaty tunnels connecting project facilities; (3) permits for constructing and operating numerous camps required to support constructions activities; and (4) permits authorizing early-stage construction activities at the mine site and tailings management facility.
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The KSM Project received a license under the International Rivers Improvement Act (Canada) on October 21, 2016, authorizing the construction, operation and maintenance of the Water Storage Facility (WSF) and ancillary water works for the KSM Project within the Unuk River watershed in northwestern British Columbia.
In June, 2017, the Issuer also announced it had been given a regulatory amendment to Schedule 2 of the Metal Mining Effluent Regulations under the Fisheries Act (Canada) which authorizes the use of North Treaty Creek for the discharge from the KSM tailings management facility, subject to strict bonding and fishery habitat offsets.
In addition, the Issuer received the authorization required under the Canada Navigable Waters Act for building the Bell-Irving River Bridge in November, 2021 and from the Department of Fisheries and Oceans Canada for constructing the Taft, Glacier and Treaty fish habitat compensation ponds.
Land Status
The KSM Property comprises four discrete tenure blocks (see Figure 2) and a group of placer claims. Tenure blocks of the KSM Property include mineral leases and both cell and legacy claims, all of which are owned by KSM Mining ULC (“KSMCo”), a wholly-owned subsidiary of the Issuer. The tenure blocks are referred to as:
| (a) | the KSM tenures containing 21 mineral claims totaling 7,364.85 Ha and 2 mining leases of 11,247.00 Ha (the westernmost block in Figure 2); |
| (b) | the Seabee claims covering 18,674.30 Ha within 46 mineral claims (the large block in the east of the KSM Project lying mainly to the west of Highway 37 in Figure 2); |
| (c) | the Tina claims composed of 11 mineral claims covering 3,052.44 Ha (the block between the KSM tenures and the Seabee claims in Figure 2); and |
| (d) | the Treaty Creek Switching Station claims with 2 claims totalling 160.25 Ha (the small block lying to the east of Highway 37 in Figure 2). |
The four claim blocks include 80 mineral claims (cell and legacy) and 2 mining leases with a combined area of 40,499 ha. The mineral resources are positioned within the KSM tenures and include the original claims purchased from Placer Dome and the BJ claims. The East Mitchell Property, which is included in the KSM tenures, lies immediately to the east of KSM mining leases. These tenures are shown in Figure 2 for clarity.
Figure 2 - KSM Project Claim Map
The Seabee and Tina claim blocks are located about 19 km northeast of the Kerr-Sulphurets-Mitchell-Iron Cap mineralized zones. These claim blocks are currently being considered for proposed infrastructure siting. The Treaty Creek Switching Station claims, adjacent to the Northwest Transmission Line (“NTL”) and to the east of the Seabee claims, are being used for power infrastructure siting.
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Placer claims only cover areas on part of the westernmost KSM Claims covering an area of 1,553 hectares. The Issuer’s placer claims lie along Sulphurets Creek and Mitchell Creek in areas where certain of the KSM Project’s proposed infrastructure will be located.
These claims are 100% owned by the Issuer through its wholly-owned subsidiary, KSM Mining ULC, subject to the various royalties described below.
Newmont Corporation retains a 1% net smelter returns (“NSR”) royalty that is capped at $4.5 million.
Under the Benefits Agreement (as defined herein) with the Nisga’a Nation and the Co-operation and Benefits Agreement (the “CBA”) with the Tahltan Nation, the Issuer has agreed to pay each Nation annual payments. The combined annual payments to these Nations are payable in two forms; payments that are a percentage of the tax payable (the “Mineral Tax”) under the Mineral Tax Act (British Columbia) (the “Mineral Tax Act”), which is a tax on net operating profit of the KSM Project, and payments that are based on net smelter returns of the KSM Project. The combined payments payable to both Nations are as follows:
| (a) | with respect to years 1-7 of mining operations, a 0.1% NSR royalty and either (i) 5% of the amount of Mineral Tax payable in respect of any Capital Recovery Year (defined below), or (ii) 11% of the amount of Mineral Tax payable in respect of any Post-Capital Recovery Year (defined below); |
| (b) | with respect to years 8-20 of mining operations, a 0.4% NSR royalty and either (i) 7.75% of the amount of Mineral Tax payable in respect of any Capital Recovery Year, or (ii) 13.75% of the amount of Mineral Tax payable in respect of any Post-Capital Recovery Year; and |
| (c) | with respect to period after 20 years of mining operations, a 0.5% NSR royalty and either (i) 7.75% of the amount of Mineral Tax payable in respect of any Capital Recovery Year, or (ii) 13.75% of the amount of Mineral Tax payable in respect of any Post-Capital Recovery Year. |
For the purposes of the description above, a “Capital Recovery Year” is a year in which the Issuer is able to apply sufficient amounts in the KSM Capital Account (as determined under the Mineral Tax Act) to fully offset operating profit, and a “Post-Capital Recovery Year” is a year in which the Issuer is unable to apply sufficient amounts in the KSM Capital Account (as determined under the Mineral Tax Act) to fully offset operating profit.
The Issuer has granted two options to a subsidiary of Royal Gold, Inc. under which such subsidiary can acquire a 1.25% NSR Royalty and a 0.75% NSR Royalty on gold and silver produced from the KSM Property for $100 million and $60 million, respectively, subject to certain conditions.
KSMCo sold to Sprott Private Resource Streaming and Royalty (B) Corp. a US$225 million Secured Note under which Sprott has agreed it will use all of the principal amount repaid on maturity of such Secured Note to purchase a 60% gross silver royalty on the KSM Project (or, in certain circumstances, a 75% gross silver royalty on the KSM Project), subject to certain rights of Sprott to redeem the Secured Note and be repaid the principal, and in some circumstances a premium, instead of purchasing the royalty.
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Pretium Exploration Inc. (a subsidiary of Newcrest Mining Limited) holds a 1.5% net smelter returns royalty on mineral claim 509216 (which before its incorporation into the KSM Project was called the East Mitchell Property). Two of the pre-converted claims (Xray 2 and Xray 6), the areas of which have now been converted into part of mining lease 1031440, and one pre-converted claim (Xray 8), the area of which is within mineral claim 509216, are also subject to an effective 1% NSR royalty capped at US$650,000. The Treaty Creek Switching Station Claims and certain fractional claims within the Seabee claims are subject to royalties, however none of the mineral resources at the KSM Project are located on the claims subject to these royalties and they are intended for infrastructure siting.
In addition, a sale of the original claims that were purchased in 2001 is subject to a right of first refusal held by Glencore Canada Corporation.
The property is located on Crown land (land owned by the Province of British Columbia); therefore, all surface and access rights are granted under, and subject to, the Land Act (British Columbia) and the Mineral Tenure Act (British Columbia). Approximately 13 km of the proposed 23 km MTT pass under Crown Land subject to mineral claims held by third parties. The Issuer has been granted a licence of occupation, a form of land tenure that grants it rights to occupy the area through which the proposed MTT will pass, subject to the rights of the third-party mineral claims holders. In the Issuer’s opinion, these rights are addressed by the Issuer’s obligations, under the management plan associated with the licence of occupation, to segregate and deliver to such claims holders all earth and rock material removed from the third party claims during construction of the MTT.
The five gold-copper deposits, and the proposed waste rock storage areas, lie within the Unuk River drainage in the area covered by the Cassiar-Iskut-Stikine Land and Resource Management Plan approved by the British Columbia Government in 2000. A part of the proposed ore transport tunnel lies within the boundaries of the Nass South Sustainable Resource Management Plan that was completed in 2012. The proposed sites for the tailings management and plant facilities lie outside of the boundaries of any provincial land-use planning process.
Relationships with Indigenous Groups in KSM Region
The KSM Project site is located in a region historically used by several indigenous groups. Part of the KSM Project, including the proposed plant and TMF but excluding the mineral deposits and their immediately-related infrastructure, lies within the boundaries of the Nass Area, as defined in the Nisga’a Final Agreement. In this area, consultation, led by the federal and provincial governments, is required with the Nisga’a Lisims Government under the terms of the Nisga’a Final Agreement. Similarly, the Tahltan Nation has asserted rights and title over the area of the proposed plant and TMF but excluding the mineral deposits. Tsetsaut Skii km Lax Ha (“TSKLH”), an indigenous group asserting independent nation status which the Issuer understands is viewed by the Crown as being a wilp of the Gitxsan Nation (as opposed to an independent nation on its own), assert aboriginal rights and title over the entire KSM Project footprint. This territorial assertion by the TSKLH is inconsistent with the boundaries asserted by them in the proceedings relating to the Supreme Court of Canada decision in Delgamuukw v. British Columbia. The previously asserted territorial area had a northern boundary to the south of the KSM Project infrastructure on the eastern side of the KSM Project and only overlapped the KSM Project footprint on the eastern edge in the area of the BC Hydro switching station and the initial part of the Treaty Creek Access Road. Additionally, the Gitxsan Nation and the Gitanyow Huwilp (the collective houses of the Gitanyow Nation) may have some interests within the broader region potentially affected by the KSM Project, in particular downstream of the plant site and TMF. Accordingly, the Issuer has been directed to engage with the Tahltan Nation, as well as with the Tsetsaut Skii km Lax Ha, as a wilp of the Gitxsan Nation, the Gitxsan Nation and the Gitanyow Nation on the basis of potential effects of the plant site and TMF and related downstream effects.
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On June 16, 2014, the Issuer entered into a comprehensive Benefits Agreement with the Nisga’a Nation in respect of the KSM Project (the “Benefits Agreement”). The Benefits Agreement establishes a long-term co-operative relationship between Seabridge and the Nisga’a Nation under which the Nisga’a Nation will support development of the KSM Project, participate in economic benefits from the KSM Project and provide ongoing advice. Highlights of the Benefits Agreement include:
| ● | Nisga’a Nation agreement to provide letters in support of the KSM Project to British Columbian and Canadian regulators, as well as potential investors in Seabridge or the KSM Project. |
| ● | Financial payments upon the achievement of certain KSM Project milestones and annual production payments based on a percentage of net profits, with the percentage of net profits payable increasing when the KSM Project is not recovering capital costs, as determined under the terms of the Agreement. |
| ● | Strong commitments to education and training of Nisga’a citizens so that they will be better able to take advantage of the economic benefits the KSM Project offers. |
| ● | Mutual co-operation on completing the operational permitting processes for the KSM Project. |
| ● | A framework for the Nisga’a Nation and Seabridge to work together to achieve employment targets and to ensure Nisga’a businesses will have preferred access to certain contracting opportunities. |
| ● | Mutual co-operation on responding to social impacts which Nisga’a Villages may experience as a result of the KSM Project. |
The Benefits Agreement with the Nisga’a Nation will remain in effect throughout the life of the KSM Project and will apply to future partners in the KSM Project. This Benefits Agreement was signed on behalf of the Nisga’a Nation by the Nisga’a Lisims Government Executive.
In June, 2014, the Issuer entered into an agreement with the Gitanyow Huwilp in respect of the KSM Project. Under the agreement, Seabridge agreed to provide funding for certain programs relating to wildlife, fish and water quality monitoring to address some of the concerns raised by the Gitanyow Huwilp, as well as for a committee to establish a means of maintaining communications about KSM Project related issues. This Agreement was signed by seven of the eight wilps of the Gitanyow Nation and by the Gitanyow Hereditary Chiefs Office.
In September, 2013, the Gitxsan Hereditary Chiefs Office provided a letter to British Columbia and federal regulators expressing support for the KSM Project. The Issuer has engaged directly with the TSKLH with respect to the KSM Project and is making efforts to establish a good relationship with the TSKLH. However, the ongoing disagreement between the government and the TSKLH regarding their status as a Nation and their territorial boundary has created a difficult environment in which to build a good relationship and progress on establishing a co-operative relationship with TSKLH has been challenging.
In July, 2019, the Issuer entered into the CBA with the Tahltan Central Government, the Iskut band and the Tahltan Band in respect of the KSM Project. The CBA establishes a comprehensive framework for the parties to work together on the KSM Project, including detailed provisions on environmental management of the land, robust participation by the Tahltan Nation in the economic opportunities offered by the KSM Project and financial payments related to the performance of the KSM Project. It includes commitments to fund education of Tahltan members, commitments to work to achieve employment targets, processes for awarding contracts on a preferred basis to Tahltan businesses and a procedure for resolving disputes, including disputes on permitting issues. The CBA with the Tahltan Nation will apply to future partners in the KSM Project.
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The Issuer holds an annual environmental workshop with indigenous groups and regulators to review results of the previous year’s environmental studies and to communicate planned studies for the upcoming year. The Issuer also observes a process of review of each permit application with indigenous groups, with an initial phase of review taking place before submission of the application and a second phase with the relevant regulator and indigenous groups after permit submission.
The Issuer believes that, after considering:
| ● | the location of the KSM Project in relation to areas of asserted aboriginal rights and title, |
| ● | the engagement/consultation the Issuer and the governments have undertaken with indigenous groups, |
| ● | the agreements the Issuer has negotiated with indigenous groups, and |
| ● | the information the Issuer has learned about historic indigenous use of the area on which KSM Project infrastructure is located, |
the Supreme Court of Canada decision of June 26, 2014 in Tsilhqot’in Nation v. British Columbia, which declares aboriginal title for the first time in a certain area in Canada and outlines the rights associated with aboriginal title, is unlikely to significantly impact the KSM Project.
Historic KSM Technical Studies
In June 2012, an updated Preliminary Feasibility Study for the KSM Project (the “2012 KSM PFS Report”) was completed. The mine development plan in the 2012 KSM PFS Report was the one approved in the EA Application and EIS review processes, with certain enhancements to the KSM Project infrastructure to improve environmental protection and various mitigation measures. Since the date of the 2012 KSM PFS Report, Seabridge has continued exploration activities at KSM which led to the discovery of the large higher-grade zones below the Kerr and Iron Cap deposits. In early 2016, the Issuer decided to update the 2012 KSM PFS Report to present the same development plan as in the 2012 KSM PFS Report at a pre-feasibility level using more current market values in the financial analysis but, in addition, incorporating into that development plan the infrastructure enhancements committed to in the EA Application and EIS processes and to incorporate other design improvements identified by the Issuer. Accordingly, the prefeasibility study level development plan (the “2016 PFS Plan”) does not include material from higher-grade discoveries at Kerr and Iron Cap since 2013. Given the positive impact the new higher grade material was expected to have on the KSM Project economics, the Issuer also decided to complete a study that would present an analysis of the integration of this additional material into the proposed KSM Project design as an alternative development plan (the “2016 PEA Plan”) at a preliminary economic assessment level and include the results in the new prefeasibility report. The report, which presents both the 2016 PFS Plan and the 2016 PEA Plan, (the “2016 KSM PFS/PEA Report”) was completed in November, 2016, has an effective date of October 6, 2016.
Subsequent to completing the 2016 KSM PFS/PEA Report, the Issuer completed additional drilling at its Kerr and Sulphurets deposits with great success. In November, 2020, the Issuer announced the completion of a new technical Report that presented a new resource estimate for the KSM Project which incorporated all drilling on the KSM Project to December 31, 2019.
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The Current KSM PFS and PEA
The East Mitchell Property hosts a large gold/copper mineral resource and was acquired in December, 2020, with a view to incorporating it into the Issuer’s KSM Project. After the acquisition of the East Mitchell Property, the Issuer decided to complete a new PFS that evaluates the KSM Project using only open pit mining of just the Mitchell, East Mitchell and Sulphurets deposits (the “2022 PFS”). The new report, entitled “KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study and Preliminary Economic Assessment, NI 43-101 Technical Report” has an effective date of August 8, 2022 (the “2022 KSM PFS and PEA Report”) and is available among Seabridge’s documents at www.sedar.com and www.sec.gov/edgar. The 2022 KSM PFS and PEA Report also includes a Preliminary Economic Assessment (the “2022 PEA”) with a stand-alone mine plan that evaluates a potential future expansion of the KSM mine development set forth in the 2022 PFS to the Iron Cap and Kerr deposits after the 2022 PFS mine plan has been completed. None of the Mineral Resources incorporated into the 2022 PEA mine plan have been used in the 2022 PFS mine plan.
The 2022 KSM PFS and PEA Report incorporates the work of a number of industry-leading consulting firms. The principal consultants who contributed to the 2022 KSM PFS and PEA Report, and their Qualified Persons (as defined in NI 43-101) who prepared the 2022 KSM PFS and PEA Report are listed below along with their areas of responsibility:
| ● | Tetra Tech, under the direction of Hassan Ghaffari P.Eng (surface infrastructure, capital estimate and financial analysis), John Huang P.Eng. (metallurgical testing review, permanent water treatment, mineral process design and operating cost estimation for process, general and administrative (“G&A”) and site services, and overall report preparation) | |
| ● | Wood Canada Limited, under the direction of Henry Kim P.Geo. (Mineral Resources) | |
| ● | Moose Mountain Technical Services under the direction of Jim Gray P.Eng. (open pit Mineral Reserves, open pit mining operations, mine capital and mine operating costs, MTT and rail ore conveyance design, tunnel capital costs) | |
| ● | W.N. Brazier Associates Inc. under the direction of W.N. Brazier P.Eng. (Electrical power supply, energy recovery plants) | |
| ● | ERM (Environmental Resources Management) under the direction of Rolf Schmitt P.Geo. (environment and permitting) | |
| ● | Klohn Crippen Berger Ltd. under the direction of David Willms P.Eng (design of surface water diversions, diversion tunnels, tailings management facility, water storage dam and RSF and tunnel geotechnical) | |
| ● | BGC Engineering Inc. under the direction of Derek Kinakin P.Geo., P.L.Eng., P.G. (rock mechanics, geohazards and mining pit slopes) | |
| ● | WSP Golder, under the direction of Ross Hammett P.Eng (Block Cave mining) |
The 2022 KSM PFS and PEA Report supersedes the previous reports and the following (to, but not including, “Early Construction Works” and also excluding “Recommendations – Deferral of Feasibility Study Data Collection”) summarizes the information set forth in the 2022 KSM PFS and PEA Report.
Accessibility, Climate, Local Resources, Physiography and Infrastructure
The Property lies within the rugged coastal mountains of northwestern BC, with elevations ranging from 520 m in Sulphurets Creek Valley, to over 2,300 m at the highest peaks. The climate is generally that of a temperate or northern coastal rainforest, with sub-arctic conditions at high elevations. The length of the snow-free season varies from about May through November at lower elevations, and from July through September at higher elevations.
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Construction has commenced on KSM’s 30 km long TCAR that will connect the KSM Process Tailings Management Area (“PTMA”) to Highway 37, and the initial segment of the 33 km long Coulter Creek access road (“CCAR”) that will connect the mine area to Highway 37 via the 59 km long Eskay Creek mine resource road.
KSM will connect to BC Hydro’s existing Northwest Transmission Line at BC Hydro’s Treaty Creek Switching Station (“TCT”). This TCT, located adjacent to the NTL and Highway 37, 18 km south of Bell 2 Lodge, is scheduled to be completed by mid-2025. KSM Mining has completed its design for a 30 km long 287 kV transmission line to interconnect the TCT and the KSM plant site.
There are multiple deep-water loading facilities for shipping bulk mineral concentrates located in the ice-free Port of Stewart, BC. Those port facilities are currently used by the Red Chris Mine. The nearest railway is the Canadian National Railroad (CNR) Yellowhead route, which is located approximately 220 km southeast of the Property. This line runs east-west, and can deliver concentrate to deep water ports near Prince Rupert and Vancouver, BC.
Exploration History
There is evidence that prospectors were active in the area prior to 1935. The modern exploration history of the area began in the 1960’s, with brief programs conducted by Newmont Exploration of Canada Ltd., Granduc Mines Ltd., Phelps Dodge Corp., and the Meridian Syndicate. All of these programs were focused towards gold exploration. The Sulphurets Zone was first drilled by Granduc Mines in 1968; Kerr was first drilled by Brinco Ltd. in 1985; Mitchell Creek by Newhawk Gold Mines Ltd. in 1991; and Iron Cap by Esso Minerals in 1980. These companies and others undertook exploration during the 1980s and 1990s, with Placer Dome producing an initial resource estimate at Kerr in the mid-1990s.
There is no recorded mineral production, nor evidence of it, from the KSM Project. Immediately west of the KSM Project, small-scale placer gold mining has occurred in Sulphurets and Mitchell Creeks.
During 2003-2005, under its option to earn up to a 65% interest in the KSM Project from Seabridge, Falconbridge Ltd. (“Falconbridge”) conducted geophysics, surface mapping, surface sampling and completed approximately 4,100 m of drilling at the KSM Project.
Drilling
Since 2006, Seabridge has been conducting exploration and advancement activities at the KSM Project, including annual drilling campaigns. A total of 968 core holes for a total of 377,348 m were used in determining the mineral resource estimate for the KSM Project, including holes from previous operators. The majority of KSM drilling information to the end of 2021 was collected by Seabridge (67%). The remaining 33% of the drilling data were collected by Pretium and Silver Standard (24%), Placer Dome (5%) and Falconbridge/Noranda (about 1%), with the balance collected by five other companies (3%).
Figure 3 is a drill hole location map for the entire KSM district, showing all of the drilling data that were available to estimate Mineral Resources that are the subject of the 2022 KSM PFS (drilling through 2021). The drill holes are colour coded (blue represents non- Seabridge and red represents Seabridge drilling).
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Figure 3 - KSM Drill Hole Locations
Source: Seabridge 2022
Drilling at the Kerr deposit has identified a mineralized area measuring roughly 2,400 m north-south by 800 m east-west, and about 2,200 m vertically. The drill hole spacing in the upper open pit resource area is approximately 50 m to 75 m. Drill hole spacing through the block cave resource, which has been classified as nearly all Inferred material, ranges between 100 m to 200 m.
Drilling at the Sulphurets deposit has identified a mineralized area measuring roughly 2,200 m northeast-southwest by 550 m northwest-southeast, and about 330 m vertically. The drill hole spacing in the open pit resource area ranges between 50 m to 75 m.
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Drilling at the Mitchell deposit has identified a mineralized area measuring roughly 1,600 m east-west by 1,500 m down-dip, and 850 m thick. The drill hole spacing in the upper open pit resource area is approximately 75 m to 100 m. Drill hole spacing through the block cave resource, which has been classified predominantly as Inferred material, ranges between 100 m to 200 m.
Drilling at the Iron Cap deposit has identified a mineralized area measuring roughly 1,500 m northeast-southwest, by 1,500 m northwest-southeast, and about 850 m thick. The drill hole spacing in the upper block cave resource shapes ranges from 70 m to 75 m. Drill hole spacing through the lower block cave resource, which has been classified predominantly as Inferred material, ranges from 100 m to 200 m.
Geological Setting and Mineralization
The KSM Property lies within “Stikinia”, a long-lived volcanic island-arc terrane that extends over much of the Canadian Cordillera. It was accreted onto the Paleozoic basement of the North American continental margin in the Middle Jurassic. Early Jurassic sub-volcanic intrusive complexes in the Stikinia terrane host several large Cu-Au porphyry deposits including the KSM deposits.
The Kerr deposit is centered on a north-south trending, steep westerly dipping tabular intrusive complex with a strike extent of 2,400 m, a width of 800 m, and vertical extent of 2,200 m. Mineralization extends several ten’s of meters into the host sedimentary rocks. The Sulphurets deposit is composed of stacked thrust fault panels of Triassic and Jurassic volcano-sedimentary strata intruded by a number of dykes and stocks. It forms a lens dipping 30 degrees northwest extending 2,200 m horizontally, 550 m down dip, with a thickness of up to 330 m. The Mitchell Zone is underlain by intrusive, volcanic, and clastic rocks that are exposed in an erosional window below the shallow dipping Mitchell Thrust Fault (“MTF”). Mineralization is genetically and spatially related to the Early Jurassic Mitchell intrusive complex of diorite, monzodiorite, and granodiorite stocks and dykes. Mineralization also permeates into surrounding sedimentary and volcanic rocks, and in total extends 1,000 m east-west and 850 m north-south, with a vertical extent of 1,100 m. The Mitchell complex comprises three successive intrusive phases accompanied by the development of different hydrothermal assemblages, veining and mineralization. The East Mitchell deposit is the upper portion of the Mitchell deposit, displaced some 1.5 km to the southeast by the MTF during Cretaceous age compressive deformation that produced the regional Skeena Fold and Thrust belt. The Iron Cap deposit is also structurally above the MTF. It is a tabular body striking north-south and dipping 60 degrees to the west, extends 1,500 m along strike, 1,500 m down dip, and is 800 m in thickness.
The KSM deposits feature many characteristics typical of gold-enriched, diorite hosted calc-alkaline porphyry copper deposits, with gold, molybdenum, and silver at low concentrations, occurring as fine disseminations in quartz veinlet stockworks with accompanying pyrite, pervasively dispersed over hundreds of metres. All of the deposits are at least partially exposed at the surface, are largely unoxidized, and have had significant portions eroded away by glacial processes.
Sampling, Analysis and Data Verification
Seabridge has employed relatively consistent sampling methods over the years with minor modifications over the past five years regarding some assaying protocols. Initially, Seabridge used Eco Tech as their primary assay laboratory from 2006 to 2011 when Eco Tech was bought out by ALS Chemex, who has acted as Seabridge’s primary assay laboratory since that time to the present. Over the years, Seabridge’s quality control protocols have included the submission of certified standard reference materials (“SRMs” or “standards”) blanks, and duplicate field samples. Typically, 5% to 10% of the assay pulps from the primary laboratory were submitted to a secondary accredited assay laboratory for check assay comparison purposes. More detail regarding these procedures is outlined in the 2022 KSM PFS and PEA Report.
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Sample security, sample preparation, analytical procedures, and QA/QC protocols/results associated with Seabridge’s 2006 to 2021 KSM drilling campaigns were considered adequate and consistent with standard industry practices and the assays are considered suitable to be used to estimate Mineral Resources.
Mineral Processing and Metallurgical Testing
Several wide-ranging metallurgical test programs have been carried out since 2007 to assess the metallurgical responses of the mineral samples from the KSM deposits, especially the samples from the Mitchell deposit.
The primary economic metals at KSM are gold and copper. Primary copper bearing mineral is chalcopyrite. Gold and silver are associated primarily with chalcopyrite and pyrite. There is variability in the pyrite to chalcopyrite ratio between the deposits.
The test results indicate that the mineral samples from the KSM deposits are amenable to the proposed KSM flowsheet including:
| ● | copper-gold-silver-molybdenum bulk rougher flotation followed by gold—silver bearing pyrite flotation; | |
| ● | regrinding the bulk rougher concentrate followed by three stages of cleaner flotation to produce a copper-gold-silver-molybdenum bulk cleaner flotation concentrate; | |
| ● | molybdenum separation of the bulk cleaner flotation concentrate to produce a molybdenum concentrate and a copper-gold concentrate containing associated silver; | |
| ● | cyanide leaching of the gold- silver bearing pyrite flotation concentrate and the scavenger cleaner tailing to further recover gold and silver values as doré, the cyanide recovery circuit includes sulphidization, acidification, recycling, and thickening of precipitate (SART) and acidification, volatilization of hydrogen cyanide gas, and re-neutralization (AVR) processes to recover weak acid dissociable cyanide for reuse and dissolved copper for sale with copper concentrate; and | |
| ● | the flotation tailing will be sent to the flotation tailing storage cells with the TMF; the leach residue will be destructed for residual cyanide prior to being sent to the lined CIL Residue Cell, supernatants from both the cells will be reclaimed separately to the process plant for reuse as process makeup water. |
Primary crushing is by gyratory crushers at the Mitchell ore processing complex (the “Mitchell OPC”). Coarse ore from the primary crushers is transported by train through the MTT to the processing facility in the PTMA. The MTT will also be used for electrical power transmission and the transport of personnel and supplies for mine area operations.
Coarse ore from the train is conveyed to two coarse ore stockpiles, followed by secondary cone crushing and tertiary crushing by high-pressure grinding roll (“HPGR”). Fine ore from the HPGR is fed to ball mills followed by copper-gold-silver-molybdenum bulk rougher flotation and pyrite flotation of copper rougher tailings. Bulk flotation concentrates are reground prior to cleaning flotation that produces bulk copper-gold-silver flotation concentrate and molybdenum concentrate products and a gold-silver bearing pyritic product for cyanide leaching. Final products include a copper-gold-silver concentrate, gold-silver doré, and a molybdenum concentrate.
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Mineral Resources
The 2022 KSM PFS and PEA Report includes updated mineral resource estimates for the KSM Project. The four mineralized zones, Kerr, Sulphurets, Mitchell and East Mitchell, and Iron Cap, were modeled separately. As more understanding was gained after each annual drilling campaign, individual block models were created for each area. Grade interpolation parameters have also evolved over time, reflecting changes required for modeling deeper mineralization intersected below the Kerr and Iron Cap deposits. A variety of basic descriptive statistics and spatial analyses were completed for each area upon the completion of annual drilling campaigns. These investigations include the generation of grade distribution tables, grade histograms, cumulative probability plots, grade box plots, grade contact plots, down-hole variograms, and directional variograms. In addition, new drill hole results were typically compared against the previous grade model to assess model performance.
The Mineral Resources for the various KSM mineralized zones are constrained within conceptual open pit and block cave mining shapes to support reasonable prospects for eventual economic extraction as outlined in the CIM Definition Standards for Mineral Resources and Mineral Reserves (CIM, 2014). The conceptual open pit and underground mining shapes were generated for each resource area based on calculated block model NSR values. The NSR values were generated for each deposit. Moose Mountain Technical Services generated conceptual pits for the Kerr, Sulphurets, Mitchell and East Mitchell deposits using MineSight® software and Lerchs-Grossmann algorithms. WSP Golder developed conceptual block cave footprints for Kerr and Iron Cap using the block NSR values and Geovia’s PCBC™ Footprint Finder software. The footprint polygons were extruded vertically based on guidance from WSP Golder.
The following gold, copper, silver, and molybdenum metal prices were used for determining block NSR values, US$1,300/oz, US $3.00/lb, US $20.00/oz, and US $9.70/lb, respectively. Open pit and underground mining costs of Cdn$1.80 to 2.20/tonne and Cdn$6.00 to Cdn$7.00/tonne were used to establish conceptual open pit and underground resource shapes, along with a processing and G&A cost of Cdn$9.00/tonne for Kerr, Sulphurets and Iron Cap, and Cdn$10.75 to Cdn$11.20/tonne for Mitchell and East Mitchell.
The draw point extraction elevations were extruded vertically to create 3D solids that were used for resource tabulation. Conceptual caves were clipped against surface topography (Iron Cap) or conceptual resource pit (Kerr). Mineral Resources are determined, at Cdn$10.75 to Cdn$11.25 and Cdn$16 NSR cutoffs for open-pit constrained and underground mining constrained Mineral Resources, respectively.
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The table below summarizes the estimated Measured, Indicated, and Inferred Mineral Resources for each zone.
KSM Project Mineral Resources (Inclusive of Mineral Reserves)
Measured Resources
| Project | Cut Off Grade (g/t) |
Tonnes (000) |
Gold | Copper | Silver | Molybdenum | ||||
| Grade (g/t) |
Ounces (000) |
Grade (%) |
Pounds (millions) |
Grade (g/t) |
Ounces (000) |
Grade (ppm) |
Pounds (millions) | |||
| KSM: | NSR: | |||||||||
| Mitchell | $10.75 | 691,700 | 0.68 | 15,124 | 0.19 | 2,876 | 3.3 | 72,831 | 52 | 79 |
| East Mitchell |
$11.25 | 1,012,800 |
0.65 |
21,098 |
0.11 |
2,514 |
1.8 |
59,233 |
89 |
198 |
| KSM Total | 1,704,500 | 0.66 | 36,222 | 0.14 | 5,390 | 2.4 | 132,064 | 74 | 277 | |
Indicated Resources
| Project | Cut Off Grade (g/t) |
Tonnes (000) |
Gold | Copper | Silver | Molybdenum | ||||
| Grade (g/t) |
Ounces (000) |
Grade (%) |
Pounds (millions) |
Grade (g/t) |
Ounces (000) |
Grade (ppm) |
Pounds (millions) | |||
| KSM: |
$10.75-$11.25 NSR Pits
$16 NSR UG |
|||||||||
| Mitchell | 1,667,000 | 0.48 | 25,935 | 0.14 | 5,120 | 2.8 | 149,160 | 66 | 241 | |
| East Mitchell |
746,200 |
0.42 |
10,080 |
0.08 |
1,390 |
1.7 |
41,814 |
79 |
130 | |
| Sulphurets | 446,000 | 0.55 | 7,887 | 0.21 | 2,064 | 1.0 | 14,339 | 53 | 52 | |
| Kerr | 374,000 | 0.22 | 2,660 | 0.41 | 3,405 | 1.1 | 13,744 | 5 | 4 | |
| Iron Cap | 423,000 | 0.41 | 5,576 | 0.22 | 2,051 | 4.6 | 62,559 | 41 | 38 | |
| KSM Total | 3,656,200 | 0.44 | 52,138 | 0.17 | 14,030 | 2.4 | 281,616 | 58 | 465 | |
Measured plus Indicated Resources
| Project | Cut Off Grade (g/t) |
Tonnes (000) |
Gold | Copper | Silver | Molybdenum | ||||
| Grade (g/t) |
Ounces (000) |
Grade (%) |
Pounds (millions) |
Grade (g/t) |
Ounces (000) |
Grade (ppm) |
Pounds (millions) | |||
| KSM: |
$10.75-$11.25 NSR Pits
$16 NSR UG |
|||||||||
| Mitchell | 2,358,700 | 0.54 | 41,059 | 0.15 | 7,996 | 2.9 | 221,991 | 62 | 320 | |
| East Mitchell |
1,759,000 | 0.55 | 31,178 | 0.10 | 3,904 | 1.8 | 101,047 | 85 | 328 | |
| Sulphurets | 446,000 | 0.55 | 7,887 | 0.21 | 2,064 | 1.0 | 14,339 | 53 | 52 | |
| Kerr | 370,000 | 0.22 | 2,660 | 0.41 | 3,405 | 1.1 | 13,744 | 5 | 4 | |
| Iron Cap | 423,000 | 0.41 | 5,576 | 0.22 | 2,051 | 4.6 | 62,559 | 41 | 38 | |
| KSM Total | 5,356,700 | 0.51 | 88,360 | 0.16 | 19,420 | 2.4 | 413,680 | 63 | 742 | |
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Inferred Resources
| Project | Cut Off Grade (g/t) |
Tonnes (000) |
Gold | Copper | Silver | Molybdenum | ||||
| Grade (g/t) |
Ounces (000) |
Grade (%) |
Pounds (millions) |
Grade (g/t) |
Ounces (000) |
Grade (ppm) |
Pounds (millions) | |||
| KSM: |
$10.75 NSR Pits
$16 NSR UG |
|||||||||
| Mitchell | 1,282,600 | 0.29 | 11,819 | 0.14 | 3,832 | 2.5 | 102,228 | 47 | 133 | |
| East Mitchell | 281,100 | 0.37 | 3,372 | 0.07 | 403 | 2.3 | 21,112 | 61 | 38 | |
| Sulphurets | 223,000 | 0.44 | 3,155 | 0.13 | 639 | 1.3 | 9,320 | 30 | 15 | |
| Kerr | 1,999,000 | 0.31 | 19,823 | 0.40 | 17,720 | 1.8 | 114,431 | 23 | 103 | |
| Iron Cap | 1,899,000 | 0.45 | 27,474 | 0.30 | 12,556 | 2.6 | 158,741 | 30 | 126 | |
| KSM Total | 5,684,700 | 0.36 | 65,643 | 0.28 | 35,150 | 2.2 | 405,832 | 33 | 415 | |
Note:
| 1. | The effective date for the Mineral Resource Estimate for Mitchell and East Mitchell is March 31, 2022, and for Kerr, Sulphurets and Iron Cap is December 31, 2019. |
| 2. | The Mineral Resource estimates have been reviewed and approved by Henry Kim P.Geo., an independent Qualified Person. Mr. Kim verified the databases supporting the mineral resource estimates and conducted a personal inspection of the property and reviewed drill core from a range of representative drill holes at site and at the core storage facilities in Stewart, B.C. with Seabridge geology staff. |
| 3. | Mineral Resources were prepared in accordance with CIM Definition Standards for Mineral Resources and Mineral Reserves (May 10, 2014) and CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines (Nov 29, 2019). |
| 4. | Mineral Resources were constrained within minable shapes depending on their mining methods. |
| 5. | Mineral Resources are reported inclusive of those Mineral Resources that were converted to Mineral Reserves. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. |
| 6. | Following metal prices were used to determine Mineral Resources: US$1300/oz Au, US$3/lb Cu, US$20/oz Ag, and US$ 9.7/lb Mo. |
| 7. | For other key assumption parameters, methods used for: Mitchell and East Mitchell, see 2022 KSM PFS and PEA Report. |
| 8. | Numbers may not add due to rounding. |
Note: United States investors are cautioned that the requirements and terminology of NI 43-101 may differ from the requirements of the SEC, including Regulation SK-1300. Accordingly, the Issuer’s disclosures regarding mineralization may not be comparable to similar information disclosed by companies subject to the SEC’s mining disclosure standards. Mineral Resources are reported inclusive of Mineral Reserves. Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.
Mineral Reserves
Mineral Reserves for the 2022 PFS are based on open pit mining of the Mitchell, East Mitchell and Sulphurets deposits. Waste to ore cut-offs were determined using an NSR for each block in the model. NSR is calculated using prices and process recoveries for each metal accounting for all off-site losses, transportation, smelting and refining charges. Metal prices of US$1,300/oz gold, US$3.00/lb copper, US$20.00/oz silver and US$9.70/lb molybdenum and a foreign exchange rate of US$0.79 to Cdn$1.00 have been used in the NSR calculations.
Lerchs-Grossman (“LG”) pit shell optimizations were used to define open pit mine pit limits in the 2022 PFS. Production is limited by the permitted tailings volume of 2.29 Bt. Open pit designed phases use updated geotechnical studies based on most recent site investigation programs.
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Mineral reserves have been estimated using the updated pit designs. The open pit minimum NSR cut-off grade is based on an estimated process operating cost of Cdn$11.00/t. Process operating costs include plant processing (including crushing/ore transport costs where applicable), G&A, surface service, tailing construction, and water treatment costs. A premium cut-off grade of Cdn$25.00/t is used until the end of Year 5 to maximize the net present value (NPV) and minimize the time to payback of initial capital.
The table below summarizes the estimated Proven and Probable Mineral Reserves for the KSM mineral deposits.
KSM Proven and Probable Mineral Reserves as of May 26, 2022
| Ore (Mt) |
Diluted Grades | Contained Metal | ||||||||
| Au (g/t) |
Cu (%) |
Ag (g/t) |
Mo (ppm) |
Au (Moz) |
Cu (Mlb) |
Ag (Moz) |
Mo (Mlb) | |||
| Proven | Mitchell | 483 | 0.74 | 0.20 | 3.3 | 49 | 11.5 | 2,161 | 51 | 53 |
| East Mitchell | 814 | 0.69 | 0.11 | 1.8 | 91 | 18.1 | 2,043 | 47 | 163 | |
| Sulphurets | 0 | 0.00 | 0.00 | 0.0 | 0 | 0.0 | 0 | 0 | 0 | |
| Total Proven | 1,297 | 0.71 | 0.15 | 2.4 | 75 | 29.6 | 4,203 | 98 | 215 | |
| Probable | Mitchell | 452 | 0.59 | 0.15 | 2.5 | 74 | 8.6 | 1,458 | 36 | 74 |
| East Mitchell | 392 | 0.46 | 0.09 | 1.7 | 84 | 5.8 | 784 | 21 | 73 | |
| Sulphurets | 151 | 0.68 | 0.26 | 1.0 | 70 | 3.3 | 874 | 5 | 23 | |
| Total Probable | 995 | 0.55 | 0.14 | 1.9 | 77 | 17.7 | 3,116 | 62 | 170 | |
| Proven + Probable | Mitchell | 935 | 0.67 | 0.18 | 2.9 | 61 | 20.1 | 3,619 | 87 | 126 |
| East Mitchell | 1,206 | 0.62 | 0.11 | 1.8 | 89 | 23.9 | 2,826 | 68 | 236 | |
| Sulphurets | 151 | 0.68 | 0.26 | 1.0 | 70 | 3.3 | 874 | 5 | 23 | |
| Total Proven + Probable | 2,292 | 0.64 | 0.14 | 2.2 | 76 | 47.3 | 7,320 | 160 | 385 | |
Notes:
| 1. | The Mineral Reserve estimates were reviewed by Jim Gray, P.Eng. (who is also the independent Qualified Person for these Mineral Reserve estimates), reported using the 2014 CIM Definition Standards and 2019 CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines, and have an effective date of May 26, 2022. |
| 2. | Mineral Reserves are based on the 2022 PFS all open pit Life of Mine plan. |
| 3. | Mineral Reserves are mined tonnes and grade, the reference point is the mill feed at the primary crusher and includes consideration for operational modifying factors. |
| 4. | Mineral Reserves are reported at NSR cut-off grades that vary between of $11/t and $25/t using the following assumptions: metal prices of US$1300/oz Au, US$3.00/lb Cu, US$20/oz Ag, and US$ 9.70/lb Mo at a currency exchange rate of 0.79 US$ per CAD$; Copper concentrate terms are 96% payable Cu; 97.8% payable Au; 90% payable Ag, molybdenum concentrate terms are 99% payable. Offsite costs (smelting, refining, transport, and insurance) are C$281 per tonne of copper concentrate and C$5527 per tonne of molybdenum concentrate; doré terms are $2/oz offsite costs (refining, transport and insurance), 99.8% Au payable, and 90% Ag payable; metallurgical recovery projections vary depending on metallurgical domain and metal grades and are based on metallurgical test work. |
| 5. | The NSR cut-off grade is varied from Cdn11/t to Cdn25/t and covers the estimated process operating cost of $10/t for ore processing, G&A, surface service, tailings, and water treatment costs. |
| 6. | Mineral Reserves account for mining loss and dilution. |
| 7. | Mineral Reserves are a subset of the mineral resource. |
| 8. | Numbers have been rounded as required by reporting guidelines. |
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Mine Production Plan (PFS)
The open pit only mine production plan starts in the higher grade Mitchell pit. Production from the high grade upper East Mitchell zone is introduced in Year 3. Waste mined from the Sulphurets, East Mitchell and Mitchell pit is placed in the Mitchell rock storage facility (“RSF”) until Mitchell pit is mined out by Year 25. Final waste from East Mitchell is backfilled into the mined out Mitchell pit from Year 25 onward along with some waste rehandled from the Mitchell RSF.
The updated mine plan reduces overall footprint by not using the McTagg RSF as required in the 2016 KSM PFS/PEA Report and by utilizing mined out pits for backfilling waste rock.
Autonomous mine operations where applicable and an integrated remote operations centre reduce on-site personnel.
Electrification of the haul truck fleet with trolley assist reduces carbon emissions and overall mine energy costs by replacing diesel with low cost energy from electricity.
Mill feed ramps up to 130,000 tonnes per day by Year 2 followed by a 50% increase to 195,000 tonnes per day from Year 3 onwards. Average annual mill feed throughput for the 33 years of mine life is estimated at 69.5 million tonnes.
At Mitchell, a near-surface higher grade gold zone crops out allowing for gold production in the first seven years that is substantially above the mine life average. The mine plan is specifically designed for mining highest gold grade first to facilitate a quick capital investment payback. The project’s post-tax payback period is approximately 3.7 years for the Base Case or 11% of mine life. Metal production for the first seven years, compared to life of mine average production, is estimated as follows:
Average Annual Metal Production
| Years 1-7 Average |
Life of Mine Average | |
| Average Grades: | ||
| Gold (grams per tonne) | 0.89 | 0.64 |
| Copper (%) | 0.21 | 0.14 |
| Silver (grams per tonne) | 3.0 | 2.2 |
| Molybdenum (parts per million) | 52 | 76 |
| Annual Production: | ||
| Gold (ounces) | 1,413,000 | 1,027,000 |
| Copper (pounds) | 251 million | 178 million |
| Silver (ounces) | 3.8 million | 3.0 million |
| Molybdenum (pounds) | 2.1 million | 4.2 million |
Note: Annual production shows total metal contained in copper concentrate, doré, and molybdenum concentrate.
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Figure 4 – KSM Project Layout
Infrastructure
Mitchell-Treaty Tunnels (MTT)
The MTT, two parallel 22 km tunnels, connects the mine site in the Mitchell Valley to the Processing Plant and Tailings Management Area in the North Treaty Valley. All mined ore from the Mitchell OPC will be transported to the Treaty OPC through the MTT, and personnel and freight will be transported between the PTMA and the Mine Site via the train system. The MTT also includes electric power cables to service the Mitchell mining area. The twinned tunnel configuration provides higher capacity with the haulage loop and rail cross-overs allow sections of the tunnel to be isolated for periodic tunnel maintenance.
Mine to Mill Ore Transport System
Ore will be crushed at the Mitchell OPC, loaded onto trains and transported to the Treaty coarse ore stockpile (COS) via the 22.9 km twin MTT. The trains are autonomous and controlled from a control centre at Treaty. The electric drives rely on regenerative braking which is input back into the grid.
The ore transport is configured to start operations at a nominal production rate of 130,000 tpd and ramps up to 195,000 tpd for the start of Year 3.
The train system will also handle personnel, freight, and fuel requirements between Treaty and Mitchell. The power cable for the mine will also be in the MTT.
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Power Supply
Electric service for the KSM Project will be from BC Hydro’s Northern Transmission Line (“NTL”) that was completed in 2014.
The new 344 km long, 287 kV, NTL runs from the Skeena Substation on the BC Hydro 500 kV grid near Terrace, BC, to Cranberry Junction, from which point it roughly parallels BC Highway 37 to its terminus at Bob Quinn Lake. A 30 km long, 287 kV transmission extension from the NTL will be constructed, originating at the Treaty Creek Switching Station (BC Hydro designation TCT) and terminating at the Treaty processing plant. This spur line will parallel the Treaty Creek access road in a common corridor. Land tenure for the right-of-way has been obtained and construction of the TCT is currently underway. The Treaty Creek Switching Station on the NTL will be approximately 18 km south of Bell II.
The Sept. 2018 System Impact Study (SIS) by BC Hydro provides for a site maximum demand of 245 MW based on 3 power supply queue positions, which were a result of two increases in the mine power supply based on two updates to the SIS, as the planned KSM size and load grew from the initial submission. As it stands, KSM has 245 MW reserved for its use.
Tailings Management
The TMF would be constructed in three cells: the North and South cells for flotation tailing, and a lined cell for CIL tailing. The cells are confined between four dams (North, Splitter, Saddle, and Southeast dams) located within the Teigen-Treaty Creek cross-valley. In total, the TMF is designed to have a capacity of 2.29 Bt.
De-pyritized flotation tailing is to be stored in the North and South cells. The pyrite bearing CIL tailing is to be stored in a lined central cell.
The cyclone sand dams will be constructed over earth fill starter dams using the centerline construction method with compacted cyclone sand shells and low-permeability glacial till cores. The Saddle and Splitter dam cores incorporate geomembranes to limit seepage from the CIL residue tailings. The dams will be progressively raised over their operating life to an ultimate elevation of 1,068 m.
Seepage from the impoundment will be controlled with low-permeability zones in the tailings dams and dam foundation treatment. Seepage and runoff from the tailings dams will be collected downstream at seepage collection dams and pumped back to the TMF. The ponds behind the collection dams will also be used to settle solids eroded by runoff from the dam and fines from cyclone sand construction drain-down water.
Mine Site Water Management
The overall site water management strategy, including the discharge from the Water Storage Facility (“WSF”) via the High-density Sludge (“HDS”) water treatment plant (“WTP”) was the strategy that was reviewed and approved during the EA Application and EIS review process.
Two main diversion tunnel routes will be required to route non-contact water from the Mitchell and McTagg valleys around the mine site.
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Lined surface diversion channels will be constructed progressively during operations, along the contact of the RSF and the hillside, to divert surface flows.
All contact water from the mine site areas (open pits, RSFs, roads, infrastructure) will be directed to the WSF, located in the lower Mitchell Creek area. The WSF will be formed with a 165 m high rock fill asphalt core dam built to full height by Year -1 and is sized to store annual freshet flows and volumes resulting from a 200-year wet year. The core zones of the WSF dam will be founded on competent sedimentary rock foundations. Seepage will be controlled by the asphalt core in the dam and the dam foundation will be grouted. A seepage collection pond will collect seepage water beyond the toe of the main dam and return it to the WSF.
Mine area contact water will be treated with a High Density Sludge (HDS) lime water treatment plant (“WTP”). A Selenium WTP will be constructed and operational by Year 5 to treat up to 500 L/s of seepage principally from the RSF and select point sources within Mitchell Valley with selenium loaded waters, compared to lower concentrations within the WSF. The HDS WTP and the WSF will be operational before mill start-up to allow pre-production activity in the Mitchell Valley and Mitchell pit area.
Three major tunnels will be excavated during the construction period:
| ● | Mitchell Treaty Twinned Tunnels (MTT) | |
| ● | Mitchell Diversion Tunnel (MDT) | |
| ● | McTagg Diversion Tunnel (MTDT) |
These tunnels are classified as either infrastructure tunnels (MTT) or water tunnels (MDT and MTDT). Additional tunnels will be constructed at various times during mine operations for diversion of contact water around mine facilities in Mitchell Valley or noncontact water around the east side of the TMF.
Access Roads
Current proposed permanent access roads include the existing 59 km long resource access route from Highway 37 to the former Eskay Creek Mine. The proposed 33 km long CCAR will commence near the southern limit of this existing road, and extend south then west to the proposed Mine Site.
The TCAR will leave Highway 37 approximately 19 km south of Bell 2, and head west. The TCAR network provides access to the Treaty OPC, the TMF, and the MTT Saddle Area. It will include a 30 km two-lane access route from Highway 37 to an intersection at approximately km 17 and continue up the Treaty River valley to the Saddle Area. The North Treaty Access Road branches off the TCAR at the km 17 intersection and leads to the Treaty OPC, TMF, and Treaty MTT portal.
Geohazards
Geohazard and risk assessments were completed for the proposed facilities within the KSM footprint. As expected for a mountainous, high-relief property site, snow avalanche and landslide hazards exist, with the potential to affect mine construction, operations, and closure. Mitigation strategies have been identified to reduce the high and very high risk scenarios to a target residual risk not exceeding moderate. Further risk reduction will be achieved where practical and cost-efficient and as part of the detailed design of specific facilities.
Capital Cost Estimate (2022 PFS)
An initial capital of US$6.432 billion is estimated for the 2022 PFS. Initial capital includes all costs to build the facilities that mine, transport, and process ore to produce first concentrate and doré. All currencies in are expressed in US dollars, unless otherwise stated. Costs have been converted using a fixed currency exchange rate of US$0.77 to Cdn$1.00. The expected accuracy range of the capital cost estimate is +25%/-10%.
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A summary of the 2022 PFS initial and sustaining capital costs is shown in the Table below.
Capital Costs (US$ million)
| Initial | Sustaining | Total | |
| US$ M | US$ M | US$ M | |
| Direct Costs | |||
| Mine | 1,420 | 1,766 | 3,187 |
| Process | 2,003 | 309 | 2,312 |
| Tailings Management Facility | 513 | 630 | 1,143 |
| Environmental | 15 | 8 | 23 |
| On-site Infrastructure | 39 | - | 39 |
| Off-site Infrastructure | 76 | 11 | 87 |
| Power Supply/Energy Recovery | 121 | 46 | 167 |
| Total Direct Capital | 4,188 | 2,770 | 6,958 |
| Indirect cost | 1,090 | 97 | 1,188 |
| Owner’s cost | 204 | - | 204 |
| Contingency | 949 | 343 | 1,293 |
| Total Capital | 6,432 | 3,210 | 9,642 |
This estimate was prepared with a base date of Q1/Q2 2022. The estimate does not include any escalation past this date. Budget quotations were obtained for major equipment; vendors provided equipment prices, delivery lead times, spare allowances, and freight costs to a designated marshalling yard in northern BC, with some exceptions for delivery points to different BC locales. The quotations used in this estimate were obtained in Q1/Q2 2022, and are budgetary and non-binding. For non-major equipment, costing is based on in-house data, quotes from previous studies. No cost escalation is included.
All equipment and material costs include Incoterms FCA. Other costs such as spares, taxes, duties, freight, and packaging are covered separately in the estimate as indirect costs.
Capital costs exclude reclamation and closure costs that are accounted for in the economic analysis.
Sustaining capital costs were also estimated leveraging the same basis of information applied to the initial capital estimate with respect to vendor quotations, labour, and material costs. The sustaining capital costs total US$3.210 billion and consist of:
| ● | open pit mine development, principally mobile fleet replacement |
| ● | process plant expansion |
| ● | TMF expansions, mainly comprising dam raises and CIL basin expansions |
| ● | indirect costs, including construction indirects, spares, freight, and logistics, EPCM, vendor assistance, and contingency. |
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Operating Cost Estimate (2022 PFS)
Average mine, process and G&A operating costs over the project’s life (including waste mining and on-site power credits, excluding off-site shipping and smelting costs) are estimated at US$11.36 per tonne milled (before base metal credits). The cost estimates are based upon budget prices in Q1/Q2 2022 or data from the database of the consulting firms involved in the cost estimates. When required, certain costs in this report have been converted using a fixed currency exchange rate of Cdn$1.00 to US$0.77. The expected accuracy range of the operating cost estimate is +25%/-10%.
A breakdown of estimated unit operating costs is as follows:
LOM Average Unit Operating Costs (US$ Per Tonne Milled)
| Mining | 3.31 | |||
| Process | 6.31 | |||
| G&A + Site Services | 1.06 | |||
| Tailings Storage/Handling | 0.11 | |||
| Water Management/Treatment | 0.50 | |||
| Energy Recovery | -0.07 | |||
| Provincial Sales Tax | 0.13 | |||
| Total Operating Costs | 11.36 |
The mining operating costs are LOM average unit costs calculated by dividing the total LOM operating costs by LOM milled tonnages. The costs exclude mine pre-production costs.
The electric service to the KSM Site (including all terms and conditions such as rates and metering requirements, connection charges, and many aspects of the KSM connecting transmission line) will be in accordance with the latest edition of BC Hydro Electric Tariffs, in particular:
| ● | Rate Schedule 1823 – Transmission Service – Stepped Rate |
| ● | Rate Schedule 1901 – Deferral Account Rate Rider |
| ● | BC Hydro Electric Tariff Supplement No. 5 (TS5) Agreement for Customers Taking Electricity under 1821 (1821 is now 1823) (TS5 is a template for the Electricity Supply Agreement with the format set as per the tariffs and is not subject to change) |
| ● | BC Hydro Electric TS6 Agreement for Transmission Service Customers (TS6 is a fill in the blanks template for the Facilities Agreement with the format set as per the tariffs and is not subject to change) |
| ● | BC Hydro Electric Tariff Supplement No. 74 (TS74) Customer Baseline Load Determination Guidelines. |
The cost of power for KSM, delivered to the 25 kV bus bars of the Treaty ore processing complex, has been estimated as Cdn $0.0596 per kWh, based on rates effective in Q1 of 2022) including applicable taxes and energy cost savings due to BC Hydro’s Power Smart program. The KSM power cost includes the transmission line losses from the metering point at the Treaty Creek Switching Station, plus Substations No. 1 and No. 2 transformer losses and peaking power cost. The calculated power cost as estimated for the 2022 PFS is somewhat below regular rates due to a large reduction or elimination of costly Tier 2 energy in accordance with an efficient plant design as accepted by BC Hydro’s “Power Smart” program based on a study approved by BC Hydro.
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Economic Evaluation (2022 PFS)
The economic evaluation was prepared on both a pre-tax financial and a post-tax financial model.
A Base Case economic evaluation for the 2022 PFS was prepared incorporating historical three-year trailing averages for gold, copper and silver metal prices of as of June 20, 2022. Molybdenum price is based on a recent study for a primary molybdenum project. Two alternate cases are also presented: (i) The Recent Spot Case incorporating spot prices at about the effective date of the 2022 KSM PFS and PEA Report for gold, copper, silver and the US$/Cdn$ exchange rate; and, (ii) The Alternate Case that incorporates lower metal prices than used in the Base Case to demonstrate the 2022 PFS’s sensitivity to lower metal prices. The pre-tax and post-tax estimated economic results in U.S. dollars for all three cases are shown in the Table below.
Projected Economic Results (US$)
| 2022 PFS Base Case | 2022 PFS Recent Spot Case | 2022 PFS Alternate Case | ||||||||||
| Metal Prices: | ||||||||||||
| Gold ($/ounce) | 1,742 | 1,850 | 1,500 | |||||||||
| Copper ($/pound) | 3.53 | 4.25 | 3.00 | |||||||||
| Silver ($/ounce) | 21.90 | 22.00 | 20.00 | |||||||||
| Molybdenum ($/lb) | 18.00 | 18.00 | 18.00 | |||||||||
| US$/Cdn$ Exchange Rate: | 0.77 | 0.77 | 0.77 | |||||||||
| Cost Summary: | ||||||||||||
| Operating Costs Per Ounce of Gold Produced (years 1 to 7) | $ | 35 | $ | -83 | $ | 118 | ||||||
| Operating Costs Per Ounce of Gold Produced (life of mine) | $ | 275 | $ | 164 | $ | 351 | ||||||
| Total Cost Per Ounce of Gold Produced (inclusive of all capital and closure) | $ | 601 | $ | 490 | $ | 677 | ||||||
| Initial Capital (billions) | $ | 6.4 | $ | 6.4 | $ | 6.4 | ||||||
| Sustaining Capital (billions) | $ | 3.2 | $ | 3.2 | $ | 3.2 | ||||||
| Unit Operating Cost (US$/tonne) | $ | 11.36 | $ | 11.36 | $ | 11.36 | ||||||
| Pre-Tax Results: | ||||||||||||
| Net Cash Flow (billions) | $ | 38.6 | $ | 46.1 | $ | 27.9 | ||||||
| NPV @ 5% Discount Rate (billions) | $ | 13.5 | $ | 16.4 | $ | 9.2 | ||||||
| Internal Rate of Return | 20.1 | % | 22.4 | % | 16.5 | % | ||||||
| Payback Period (years) | 3.4 | 3.1 | 4.1 | |||||||||
| Post-Tax Results: | ||||||||||||
| Net Cash Flow (billions) | $ | 23.9 | $ | 28.6 | $ | 17.1 | ||||||
| NPV @ 5% Discount Rate (billions) | $ | 7.9 | $ | 9.8 | $ | 5.2 | ||||||
| Internal Rate of Return | 16.1 | % | 18.0 | % | 13.1 | % | ||||||
| Payback Period (years) | 3.7 | 3.4 | 4.3 | |||||||||
Note:
| 1. | Operating and total cost per ounce of gold are after copper, silver and molybdenum credits. |
| 2. | Total cost per ounce includes all start-up capital, sustaining capital and reclamation/closure costs. |
| 3. | Results include consideration of Royalties and Impact Benefit Agreements. |
| 4. | The post-tax results include the B.C. Mineral Tax and provincial and federal corporate taxes. |
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Sensitivity analyses were carried out on gold, copper, silver, and molybdenum metal prices, exchange rate, capital expenditure and operating costs. The analyses are presented in the 2022 KSM PFS and PEA Report graphically as financial outcomes in terms of pre-tax NPV, IRR and payback period. The KSM Project NPV is most sensitive to gold price and exchange rate followed by operating costs, copper price and capital costs. The IRR is most sensitive to exchange rate, capital costs and gold price followed by copper price and operating costs. In general, sensitivity to metal price is roughly equivalent to sensitivity to metal grade. Financial outcomes are relatively insensitive to silver and molybdenum prices.
Recommendations
2022 PFS Recommendations
It is recommended that Seabridge focus on advancing development of the KSM Property as described in the 2022 PFS by completing the data collection required to conduct a Feasibility Study. The majority of the US$21.7 million to US$27.3 million of estimated Feasibility Study data collection is related to geotechnical site investigations for TMF, site infrastructure, mine water management tunnels, and water storage dam.
Deferral of Feasibility Study Data Collection
The Issuer plans to continue to pursue a joint venture or sale of the KSM Project. Since it does not intend to build or operate the KSM Project and the KSM Project includes multiple deposits and provides a joint venture partner (or purchaser) significant flexibility in the design of the KSM Project in accordance with its priorities and risk tolerance, the Issuer believes that it does not make sense for it to start into work on a feasibility study on the KSM Project on its own. The work is expected to be work the joint venture partner will undertake. The 2022 KSM PFS and PEA Report includes recommendations on additional work that could be completed to advance the KSM Project, including budget estimates. The work that a joint venture partner might choose to complete might include none, some or all of this recommended work and might include significantly more work or take a different approach to developing the KSM Project, and so the timing and cost for a joint venture partner to conclude the recommended work or a feasibility study is impossible to predict. Certain data collection work and studies that are likely required regardless of the ultimate KSM Project design and steps towards satisfying conditions in its environmental assessment certificate have been undertaken and work on them is likely to continue as the Issuer determines it to be worthwhile, subject to available funding.
In addition, the Issuer has commenced certain early construction works to advance the KSM Project as the Issuer is seeking a joint venture partner. These works are focused on establishing site access, camps and construction power as well as initial work towards infrastructure on the critical path of the construction schedule. See “Early KSM Construction Works”.
2022 Preliminary Economic Assessment
The 2022 KSM PFS and PEA Report also includes a Preliminary Economic Assessment of a stand-alone mine plan and has been undertaken to evaluate a potential future expansion of the KSM mine to the Iron Cap and Kerr deposits after the 2022 PFS mine plan has been completed. The 2022 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, demonstrating that KSM has multigenerational long-life mining project potential with flexibility to vary metal output. None of the Mineral Resources incorporated into the 2022 PEA mine plan have been used in the 2022 PFS mine plan.
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The 2022 PEA starts with the development of an Iron Cap block cave mine supplemented with a small open pit at Kerr. Development of a Kerr block cave mine begins when Iron Cap development tapers off. Kerr block cave mill feed starts 6 years after the start of Iron Cap mill feed. Mill feed delivery to the process plant is ramped up to 170,000 tpd by Year 12 but after year 23 tapers down to around 80,000 tpd for the final 13 years. Over the entire 39-year mine life, mill feed will be delivered to a flotation concentration mill circuit. The flotation plant will produce a gold/copper/silver concentrate and separate molybdenum concentrate for transport by truck to a nearby seaport at Stewart, B.C.
Mineral Resources (2022 PEA)
The 2022 PEA uses the mineral resource estimates for the Kerr and Iron Cap deposits disclosed above. The NSR cutoff for the PEA open pit is Cdn$10.75/t. In addition, the mineral resources are constrained by conceptual mining shapes.
The 2022 PEA is preliminary in nature and includes Inferred Mineral Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as Mineral Reserves, and there is no certainty that the results of the 2022 PEA will be realized. Mineral Resources in the 2022 PEA mine plan are not Mineral Reserves and do not have demonstrated economic viability.
2022 PEA Mine Design (2022 PEA)
Kerr open pit has been designed to supplement block cave mill feed during the ramp up of the PEA block cave production.
Waste to mill feed cut-offs are determined using a NSR for each block in the model. The pit delineated resources for the 2022 PEA use an NSR cut-off of Cdn$10.75/t. NSR is calculated using prices and process recoveries for each metal accounting for all off-site losses, transportation, smelting and refining charges. Metal prices of US$1,200 per ounce gold, US$2.70 per pound copper, and US$17.50 per ounce silver and a foreign exchange rate of US$ 0.83 per Cdn$1.00 are used in the NSR calculations.
The underground block caving mine designs for Iron Cap and Kerr are based on modeling using GEOVIA’s Footprint Finder (FF) software. The ramp-up and maximum yearly mine production rates are established based on the rate at which the drawpoints are constructed and the assumptions are conservatively less than the demonstrated maximum industry rate and the initial and maximum production rates at which individual drawpoints can be mucked. The values chosen for these inputs are based on industry averages adjusted to suit the anticipated conditions.
The Iron Cap block cave mine includes an estimated development duration of 4 years, a production ramp-up period of 6 years, steady state production at 32.9 million tonnes per year for 17 years, and then a production ramp-down period of 6 years. The Iron Cap block cave is located adjacent to the MTT, the transportation conduit between mine and mill.
The Iron Cap mine is designed as a partially electrified mine with partial automation where battery electric vehicles replace diesel production loaders on the extraction level and trains replace trucks on the haulage level. The height of draw averages around 500m, ranging from 200m on the west limit that is developed early in the mine life to 750m on the east edge of the design that is developed late in the mine life.
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The Kerr block cave has an estimated development duration of five years, a production ramp-up period of 5 years, and steady state production at 29.2 million tonnes per year for 20 total years with a seven year production dip to as low as 15.0 million tonnes during the transition from the first to second lift.
The Kerr block cave has been designed as a conventionally developed and operated block cave mine leaving additional upside for improvement by electrification.
The mining NSR shut-off is Cdn$20 per tonne for the Iron Cap block cave and Cdn$18 per tonne for the Kerr block cave. The mill feed contained in the mine plan for the 2022 PEA including dilution and mining losses are stated as follows.
Mill Feed from the PEA Mine Plan
| Zone | Mining Method | Classification | Tonnes (millions) | Average Grades | Contained Metal | ||||
Gold (g/t) |
Copper (%) |
Silver (g/t) |
Gold M oz’s |
Copper M lbs |
Silver M oz’s | ||||
| Iron Cap | Block Cave | M+I | 58 | 0.62 | 0.28 | 3.2 | 1.1 | 354 | 5.9 |
| Inferred | 685 | 0.58 | 0.36 | 3.0 | 12.7 | 5,424 | 65.4 | ||
| Kerr | Open Pit | M+I | 117 | 0.26 | 0.51 | 1.4 | 1.0 | 1,315 | 5 |
| Inferred | 7 | 0.74 | 0.09 | 1.5 | 0.2 | 14 | 0 | ||
| Block Cave | M+I | 48 | 0.25 | 0.53 | 1.3 | 0.4 | 557 | 2.0 | |
| Inferred | 777 | 0.31 | 0.49 | 1.7 | 7.8 | 8,339 | 43.6 | ||
| Total Mill Feed Mined | M+I | 223 | 0.35 | 0.45 | 1.8 | 2.5 | 2,226 | 13 | |
| Inferred | 1,469 | 0.44 | 0.43 | 2.3 | 20.7 | 13,777 | 109 | ||
Note: The 2022 PEA is preliminary in nature and includes Inferred Mineral Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as Mineral Reserves, and there is no certainty that the results of the 2022 PEA will be realized. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.
Production (2022 PEA)
The 2022 PEA assumes that the 2022 PFS plan has been completed. Open pit mining equipment will be relocated to the Kerr deposit to begin prestripping while the Iron Cap block cave is being developed. Year 1 of the 2022 PEA mine life coincides with the first year of mill feed from the Iron Cap deposit. Mill feed from Kerr block cave begins in Year 7. The 2022 PEA production plan produces 14.3 Billion pounds of copper, 14.3 Million ounces of gold, 68.2 million ounces of silver, and 13.8 million pounds of molybdenum from 1.7 Billion tonnes of mill feed over a 39 year mine life. The production schedule is shown in the graph below.
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2022 PEA Mill Feed Production Schedule
Average annual production is summarized estimated as follows:
Average Annual Metal Production
| Life of MineAverage | ||||
| Average Grades: | ||||
| Gold (grams per tonne) | 0.43 | |||
| Copper (%) | 0.43 | |||
| Silver (grams per tonne) | 2.2 | |||
| Molybdenum (parts per million) | 24 | |||
| Average Annual Production: | ||||
| Gold (ounces) | 368,000 | |||
| Copper (pounds) | 366 million | |||
| Silver (ounces) | 1.8 million | |||
| Molybdenum (pounds) | 0.4 million | |||
Note: Annual production shows total metal contained in copper concentrate, doré, and molybdenum concentrate.
Cost allowances for tailings storage and management have been included in the 2022 PEA. Tailing management is envisioned as a combination of technically viable storage approaches that will be refined in future studies to comprise appropriate and responsible solutions depending on best selected locations and available technology.
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Capital Costs (2022 PEA)
Initial capital cost for the 2022 PEA is estimated at US$1.5 billion with sustaining capital over the 39 year mine life estimated at US$12.8 billion dominated by block cave development capital. Initial capital includes all capital until the first year of mill feed (Year 1). Capital estimates are summarized as follows:
2022 PEA Capital Costs (US$ million)
| Initial | Sustaining | Total | ||||||||||
| US$ M | US$ M | US$ M | ||||||||||
| Direct Costs | ||||||||||||
| Mine | 828 | 6,678 | 7,506 | |||||||||
| Process | 0 | 651 | 651 | |||||||||
| Tailings Management Facility | 74 | 664 | 738 | |||||||||
| On-site Infrastructure | 26 | 573 | 599 | |||||||||
| Power Supply/Energy Recovery | 0 | 112 | 112 | |||||||||
| Total Direct Capital | 927 | 8,678 | 9,606 | |||||||||
| Indirect cost | 253 | 1249 | 1,502 | |||||||||
| Contingency | 320 | 2824 | 3,145 | |||||||||
| Total Capital | 1,500 | 12,752 | 14,252 | |||||||||
Note: Numbers may not add due to rounding
Operating Costs (2022 PEA)
Average mine, process and G&A operating costs over the 2022 PEA’s life (including waste mining and on-site power credits, excluding off-site shipping and smelting costs) are estimated at US$11.98 per tonne milled (before base metal credits). A breakdown of estimated unit operating costs is as follows:
2022 PEA LOM Average Unit Operating Costs
(US$ Per Tonne Milled)
| Mining | 4.99 | |||
| Process | 4.31 | |||
| G&A + Site Services | 1.89 | |||
| Tailings Storage/Handling | 0.15 | |||
| Water Management/Treatment | 0.68 | |||
| Energy Recovery | -0.09 | |||
| Provincial Sales Tax | 0.05 | |||
| Total Operating Costs | 11.98 |
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Economic Analysis (2022 PEA)
A Base Case economic evaluation using a discounted cash flow analysis was undertaken incorporating historical three-year trailing averages for gold, copper and silver metal prices of as of June 20, 2022. This approach is used because it is consistent with the 2022 PFS Base Case. Molybdenum price is based on a recent study for a primary molybdenum project. Two alternate cases are also presented: (i) an Alternate Case that incorporates lower metal prices than used in the Base Case to demonstrate the project’s sensitivity to lower prices; and, (ii) a Recent Spot Case incorporating recent spot prices for gold, copper, silver and the US$/Cdn$ exchange rate. The pre-tax and post-tax estimated economic results in U.S. dollars for all three are as follows:
2022 PEA Projected Economic Results (US$)
| 2022 PEA Base Case | 2022 PEA Alternate Case | 2022 PEA Recent Spot Case | ||||||||||
| Metal Prices: | ||||||||||||
| Gold ($/ounce) | 1,742 | 1,500 | 1,850 | |||||||||
| Copper ($/pound) | 3.53 | 3.00 | 4.25 | |||||||||
| Silver ($/ounce) | 21.90 | 20.00 | 22.00 | |||||||||
| Molybdenum ($/lb) | 18.00 | 18.00 | 18.00 | |||||||||
| US$/Cdn$ Exchange Rate: | 0.77 | 0.77 | 0.77 | |||||||||
| Cost Summary: | ||||||||||||
| Operating Costs Per Pound of Copper Produced (life of mine) | $ | 0.38 | $ | 0.59 | $ | 0.32 | ||||||
| Total Cost Per Pound of Copper Produced (inclusive of all capital) | $ | 1.44 | $ | 1.64 | $ | 1.38 | ||||||
| Pre-Tax Results: | ||||||||||||
| Net Cash Flow (billions) | $ | 29.8 | $ | 19.4 | $ | 40.9 | ||||||
| NPV @ 5% Discount Rate (billions) | $ | 9.7 | $ | 5.8 | $ | 13.9 | ||||||
| Internal Rate of Return | 24.0 | % | 17.4 | % | 30.4 | % | ||||||
| Payback Period (years) | 4.7 | 7.5 | 3.9 | |||||||||
| Post-Tax Results: | ||||||||||||
| Net Cash Flow (billions) | $ | 18.5 | $ | 11.9 | $ | 25.6 | ||||||
| NPV @ 5% Discount Rate (billions) | $ | 5.8 | $ | 3.3 | $ | 8.4 | ||||||
| Internal Rate of Return | 18.9 | % | 13.5 | % | 24.0 | % | ||||||
| Payback Period (years) | 6.2 | 8.7 | 4.4 | |||||||||
Note:
| 1. | The 2022 PEA is preliminary in nature and includes Inferred Mineral Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as Mineral Reserves, and there is no certainty that the results of the 2022 PEA will be realized. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. |
| 2. | Results include consideration of Royalties and Impact Benefit Agreements. |
| 3. | Operating and total cost per pound of copper produced are after gold, silver and molybdenum credits. |
| 4. | The post-tax results include the B.C. Mineral Tax and provincial and federal corporate taxes. |
| 5. | Cash flows are discounted to the start of the 2022 PEA development. |
| 6. | Payback years are measured from the first year of mill feed. |
The 2022 PEA financials are more sensitive to changes in copper price and exchange rate than changes in capital costs and operating costs.
Early KSM Construction Works
Under the B.C. Environmental Assessment Act, a project’s EAC is subject to expiry if the project has not been “substantially started” by the deadline specified in the EAC. Once the ’substantially started’ designation is achieved, the EAC is no longer subject to expiry.
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At the KSM Project, the Issuer’s principal current activities are directed towards early construction activities at a pace to keep on course for the KSM Project to achieve the “substantially started” designation by the July 29, 2026 deadline. Construction of infrastructure continued in 2022 and it is ongoing while concurrently the Issuer is searching for a partner for the KSM Project. The early construction work is focused on site access, camps, power supply and preparation for construction of infrastructure on the critical path for building the mine. This work includes completing construction of the Glacier and Taft Creeks fish habitat offsetting ponds, completing the initial 8.6 km segment of the CCAR, building the initial 17 km of the TCAR, including the Bell-Irving River Bridge, and the access road from the 17 km mark of the TCAR to the PTMA, construction of a camp near the beginning of the TCAR and preparation of the site where the Mitchell Valley camp will be constructed. In addition, in February, 2022, KSMCo entered into a Facilities Agreement with BC Hydro covering the design and construction of the Treaty Creek Switching Station (the “TCT”) by BC Hydro to supply construction phase hydro-sourced electricity to the KSM Project. The TCT, located where KSM’s Treaty Creek Access Road meets Highway 37, south of Bell 2, is now scheduled to be completed in mid-2025. KSMCo has completed its design for a 30 km long 287 KV transmission line to interconnect the TCT and the KSM plant site. This KSM transmission line is scheduled to be constructed in 2024 with completion planned for early 2025. The construction of the transmission line, the substation at the PTMA and the purchase of construction power equipment are presently intended to be included as part of the Issuer’s early construction activities, but the balance of the estimated cost to complete construction of the mine is presented in the 2022 PFS. The system reinforcement security to be paid under the Facilities Agreement is eligible to be forgiven annually, typically over a period of less than 8 years, based on project power consumption.
As of December 31, 2022, the Issuer has completed construction of the Bell-Irving River Bridge, the camp near the beginning of the TCAR with surrounding laydown and infrastructure areas for future use, approximately 17 km of the TCAR and 3.2 km of the CCAR and the preparation work for the site of the camp in the Mitchell valley. In addition, most of the work is complete on the Glacier Creek fish habitat offsetting ponds and site access has been established and building of the pad for the TCT is well underway by BC Hydro.
Independent Geotechnical Review Board
In January, 2015, the Issuer established an Independent Geotechnical Review Board (“IGRB”) for the KSM Project to review and consider the KSM Project’s TMF and WSF with a focus on their structural stability and integrity. The IGRB is in place to provide independent, expert oversight, opinion and advice to Seabridge on the design, construction, operational management and ultimate closure of the TMF and WSF. The IGRB has unimpeded access to all technical data necessary to enable them to assess KSM’s TMF and WSF on an ongoing basis to ensure that these structures meet internationally accepted standards and practices which effectively minimize risks to employees, lands and communities.
There are four core members of the IGRB and three support members whose expertise will be called upon as needed. The IGRB comprises the following leading experts in their fields:
| Name | Education and Experience | |
| Dr. Ian Hutchison (Chairman, Core Member) | Ph.D. in Civil Engineering and has over 45 years of experience in the planning design and construction of mining and heavy civil engineering facilities in North and South America and Southern Africa. | |
| Dr. Gabriel Fernandez (Core Member) | Civil Engineer, M.S. in Soil, Ph.D. in Geotechnical Engineering and has over 45 years of experience. | |
| Mr. Terry Eldridge (Core Member) | P.Eng., FEC and has over 35 years of experience in the investigation, design, construction and closure of mine waste management facilities. | |
| Mr. Anthony Rattue (Core Member) | P.Eng. and has over 45 years of experience in geotechnical engineering. | |
| Dr. Leslie Smith (Support Member) | Professor in the Department of Earth, Ocean and Atmospheric Sciences at the University of British Columbia, where he holds the Cominco Chair in Minerals and the Environment, and has 45 years of experience in hydrogeology in the topic areas of groundwater flow and contaminant transport, numerical modeling, groundwater – surface water interactions, and applications of hydrogeology in mining. | |
| Mr. Jim Obermeyer (Support Member) | M.S. in Civil Engineering with a specialty in Geotechnical Engineering, a licensed professional engineer in Colorado, Arizona, New Mexico, Montana and Wyoming, and has 45 years of experience in Civil and Geotechnical Engineering and managing and coordinating multidisciplinary projects. | |
| Dr. Jean Pierre Tournier (Support Member) | Ph.D. in Civil Engineering - Soil Mechanics and has 40 years of experience in the design and construction of hydroelectric developments. |
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The initial IGRB review of Seabridge Gold’s TMF and WSF design was conducted between March 9 and 12, 2015 and was developed to answer five questions: (1) Are dams and structures located appropriately; (2) Are dam sections, materials, construction methods and sequencing appropriate for the site; (3) What are the greatest design, construction and operating risks; (4) Are the facilities designed to operate effectively, and: (5) Are the facilities designed to be safe? The Board concluded that it was satisfied with the project’s designs and responded favourably to all five questions, as highlighted in the Board’s first report which was released in April 2015. Additionally, the Board presented a series of recommendations for Seabridge to consider during the ongoing engineering design of TMF and WSF as advancement continues.
Since 2015 the IGRB has held seven more meetings and the Issuer has issued Reports 1 through 6 and is reviewing the report for the seventh meeting, which occurred in November, 2021. The Issuer is waiting to receive the finalized report for the eighth meeting, which occurred in October, 2022.
All IGRB reports issued are posted to the Issuer’s KSM Project website at www.ksmproject.com.
The Courageous Lake Project is a gold project located approximately 240 kilometers northeast of Yellowknife in the Northwest Territories, Canada. Seabridge has a 100% interest in the project, subject to a 2% NSR on certain portions of the property. The Project is in the Slave Structural Province within the Courageous Lake greenstone belt (“CLGB”), which is a steeply east dipping homocline sequence of metavolcanic and metasedimentary rocks of the Yellowknife Supergroup. Felsic volcanic rocks and their intrusive equivalents in the CLGB were derived from peraluminous, sub-alkaline magmas of calc-alkaline affinity. These felsic volcanic lithologies are the predominant host of the FAT deposit.
The property lies in a historic mining district and includes two past producing gold mines. Year round access is available by air only, either by fixed wing aircraft to the airstrip at the former Salmita mine six kilometers to the south, or via float-equipped aircraft to several adjacent lakes. During mid-winter, access is available via a winter road which branches from the main Tibbitt to Contwoyto winter road.
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The Issuer purchased the Courageous Lake project on July 31, 2002 from Newmont Canada Limited and Total Resources Canada Limited. It acquired 17 mining leases covering 18,178 acres. Seabridge has paid US$5.5 million for the Project and the mineral tenures are subject to a 2.0% NSR. Upon acquiring the Courageous Lake project, Seabridge assigned its right thereto to its wholly owned subsidiary, Seabridge Gold (NWT) Inc. (formerly, 5073 N.W.T. Ltd.). The obligations of Seabridge Gold (NWT) Inc. (“Seabridge NWT”) under the agreement, including the payment of the royalty, is secured by a debenture under which the vendors have been granted a security interest in the Courageous Lake property.
In 2004, Seabridge entered into an option to acquire an additional property (“Red 25”) in the area. Seabridge completed the payments required to acquire the property in 2017 and now holds title to Red 25. Subsequent to this acquisition, Seabridge staked contiguous open ground totaling an additional 49,133 acres in 42 mining claims of which a portion is subject to the terms of the purchase agreement with Newmont/Total, including the 2% royalty.
As of December 31, 2022, the Courageous Lake property is comprised of 85 Territorial mining leases, 3 Federal (AANDC) mining leases and one Federal (AANDC) mining claim, having a combined area of 50,228 hectares. Seventeen of the mining leases were acquired from Newmont/Total as described above. The mining leases are encumbered by two Royalty Agreements and two Debentures registered in favour of Newmont Canada Limited and Total, respectively. The royalties apply to a 2 km area of interest from and parallel to all exterior boundaries of the mining leases originally acquired from Newmont/Total.
Considerable exploration work was completed at the property before it was acquired by Seabridge in 2002. Seabridge has completed additional extensive exploration and advancement on the property, culminating in the preparation of a preliminary feasibility study in 2012. Since the preparation of the pre-feasibility study the focus of activities on the property has been on finding new deposits along the CLGB and, in March, 2014, the Issuer announced a resource estimate for a newly discovered higher grade deposit at Walsh Lake. After the announcement of the resource estimate in 2014 the Issuer only completed very limited exploration work on the Property from 2015 to 2017. However, in February, 2018 a new drill program started on additional targets for new deposits along the CLGB and identified two new targets for further drilling, Marsh Pond and Olsen. No further exploration work has been completed at the property.
On June 21, 2016, the Issuer completed its acquisition of all of the outstanding shares of SnipGold Corp. (“SnipGold”) under a Plan of Arrangement.
SnipGold Corp. (formerly Skyline Gold Corporation) and its subsidiaries own the Iskut Project, a contiguous block of mineral claims in excess of 226 sq km in size in the Golden Triangle Area of northwestern B.C. which was assembled by SnipGold in a series of transactions that began in 2005. It is located about 30 kilometers from the KSM Project. The land package has undergone intermittent exploration with the majority of the work carried out in the late 1980s and early 1990s. This early work was undertaken by over 30 independent operators and their efforts have highlighted numerous targets which have seen little to no follow up work in the 20 years before the Project was acquired by the Issuer. SnipGold completed a resource estimate for the Bronson Slope Porphyry Deposit on its Iskut property in 2010. The Iskut Project includes the Johnny Mountain Mine site, which is now closed, and is adjacent to the Snip Mine.
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Exploration by the Issuer
The Issuer conducted a series of exploration programs in each of 2016 through 2020 and led the Issuer to focus its work on the Quartz Rise lithocap. A lithocap is a clay-silica-rich alteration feature which is a product of hydrothermal fluids escaping at the top of a porphyry mineralizing system. The earlier programs resulted in the identification of a diatreme, which are commonly found above and adjacent to porphyry mineral systems which are their source of heat and fluids. Detailed work on the surface expression of the diatreme found that it plunges to the south toward the highest intensity chargeability anomaly and geochemical signature. The geophysical footprint was therefore expanded to the south and southwest into an area where glacial erosion had exposed the system vertically to a depth of over 800 meters. Surface mapping and sampling of this vertical exposure found extensive gold and copper anomalies within favorable thermally altered wall rock. Several intrusions have been identified in association with this diatreme and these features have been dated to about 186 million years, the same age as the Issuer’s KSM deposits. As a result of this work, the Issuer believes it has identified a large intrusive system at relatively shallow depth that is likely responsible for the Quartz Rise Lithocap and elevated gold and copper concentrations within a geological environment remarkably similar to Seabridge’s nearby KSM Project.
Follow-up drilling in 2020 tested geophysical anomalies below the Quartz Rise lithocap and results were consistent with the alteration halo from a large porphyry system and included indications of higher grade copper mineralization (0.62% copper over 31.8 m). Mineralized intervals of up to 158 meters grading 0.16 g/T gold and 0.16% copper were intersected, indicating that drilling was in the upper part of a gold-copper porphyry. The Issuer has planned to test for a gold-copper porphyry mineral system below the depth of the encouraging intercepts in the 2020 program in a target area refined from the drill data and drawing on experience at KSM, however the Issuer has experienced difficult drilling conditions and, based on results it was getting from drilling at Bronson Slope in 2022, it decided to direct more of its efforts to that target.
In 2022 it was decided to commence drilling at Bronson Slope, which contains a measured and indicated resource of 187Mt of 0.36 g/t Au, 0.12% Cu. 2022 core drilling discovered an unusually large, well-mineralized breccia pipe beneath the historic Bronson Slope skarn deposit at its 100%-owned Iskut project in northwestern British Columbia’s Golden Triangle. The extensive quartz-magnetite breccia 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 (1) target an increase in the Bronson gold-copper resource and (2) find the intrusive source of the breccia pipe.
Regional geophysical surveys in 2020 and 2021 show a distinct regional trend that seems to be a primary control on the distribution of mineralized intrusive centers. All the prospective intrusions, including Quartz Rise, Bronson Slope and Snip North, fall along this regional trend and each surveyed intrusion on this trend has a coherent resistivity anomaly at depth like those recognized at KSM.
An ongoing and rigorous quality control/quality assurance protocol is employed in all Seabridge drilling campaigns, including the program at the Iskut Project. This program includes blank and reference standards. Cross-check analyses include metallic screen fire assay techniques and external laboratory analysis on at least 10% of the drill samples.
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Remediation at Bronson Slope and Johnny Mountain Mine Site
When the Issuer acquired the Iskut Project in 2016, it included areas of historical mining activity, including the Johnny Mountain Mine, a former gold producer. In order to address legacy issues at the property, the Issuer implemented a robust environmental program. This program included a comprehensive site investigation and evaluation of best practices for future remediation on the property, drawing from the Seabridge environmental team’s experiences at KSM and other North America sites and input from the local indigenous group, the Tahltan Nation, and BC regulatory officials. The Issuer’s multi-year remediation plan has been ongoing since 2017 and most of the work at the Project has been performed by local contractors, Tahltan employees and the Tahltan Nation Development Corporation.
The remediation work performed at the Johnny Mountain mine site to date includes:
| ● | dismantling the abandoned fuel tank farm |
| ● | initiating hydrocarbon remediation at and in the vicinity of the former fuel tank farm |
| ● | removing hazardous materials from the mill building and sending it offsite to a licensed hazardous waste disposal facility |
| ● | demolishing the mill building |
| ● | closing underground adits and portals and cleaning up the site, generally | |
| ● | conducting a dam safety review and implementing an aquatic affects monitoring program |
| ● | excavation and relocation of buried waste material discovered at unauthorized sites |
| ● | moving waste rock from portal pads to the tailings management facility to be stored underwater |
Snowstorm and Goldstorm Projects
The Snowstorm Project is strategically located at the projected intersection of three of the most important gold trends in Northern Nevada: the Carlin Trend, the Getchell Trend and the Northern Nevada Rift Zone (see Figure 5). The Snowstorm property consists of 977 mining claims covering more than 38 sq miles and 5,800 acres of fee lands. The Issuer also holds an extensive package of data generated by previous operators. Although potential targets are hidden under Tertiary cover, the historic data supports the project’s outstanding exploration potential. Snowstorm is contiguous and on strike with several large, successful gold producers including the Getchell/Turquoise Ridge, Twin Creeks Mines operated by Nevada Gold Mine Corp. (a joint venture between Barrick Gold and Newmont Mining) and Hecla Mining Company’s Midas and Holister operations.
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The Issuer’s work before 2020 determined that the project, located 6 kilometers north of Twin Creeks and 15 kilometers northwest of Turquoise Ridge, has the permissive stratigraphic host rocks and structures found at these two successful gold mines. These carbonate rocks are intercalated with basaltic tuff and sills characteristic of Getchell-style deposits. Additional magnetotelluric (MT) surveys by Seabridge extended the most promising setting east into a previously unexplored area. Results from the MT survey improved the Issuer’s understanding of the fault patterns and regional deformation style at Snowstorm.
The 2020 program was designed to test magnetotelluric (MT) structures in an unexplored area east of previous exploration drilling. The drilling was planned to deliver definitive data on whether the MT structures provided pathways for gold-bearing fluids. Two holes tested a shallow dipping geophysical target near multiple converging northeast and northwest trending fault zones. A third angled hole was designed to cross a northeast structure and test the same shallow dipping geophysical target. The fourth hole tested a large low resistivity anomaly, hanging wall to the shallow dipping geophysical response and into the core of an interpreted fold. Results from the four drill holes completed in 2020 provided positive outcomes in our search for gold-bearing fluid pathways. Two of the holes encountered intensely altered intermediate intrusive rocks sited at stratigraphic breaks. These intrusive rocks and wall rocks around the intrusions are sheared and contain abundant introduced silica with concentrations of gold, arsenic and silver. This drilling confirmed that discrete gold-bearing intervals are hosted within a similar structural setting and rocks as the Turquoise Ridge Mine.
Figure 5 – Location of Snowstorm Project
The 2021 program was designed to off-set these previous intersections toward a structure with a topographic expression which is projected into the Paleozoic section using magnetotelluric (MT) geophysical readings. The surface expression of this structure has produced a significant arsenic in soil anomaly. The initial test terminated above the target due to down hole conditions. The second hole reached the target and cut intervals of intermediate intrusive rocks between 1,301 and 1,358 meters. This interval returned gold and arsenic concentrations similar to results from the earlier drilling.
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The Goldstorm property consists of 134 mining claims and 1,160 leased acres (totaling approximately 3,900 acres or 15.9km2) located about 3km to the east of Seabridge’s Snowstorm Property. Goldstorm has had limited exploration to date. Previous operators identified a series of northwest trending veins that showed strong pathfinder geochemistry and highly anomalous gold results. A surface trench on one of these veins yielded 3.0 meters of 9.0 g/T gold and 44.0 g/T silver. Mountain View’s limited drill testing of this vein returned promising grades including an intersection of 2.0 meters assaying 5.50 g/T gold of which 1.0 meter graded 9.29 g/T gold and 73g/T silver. Historical information continued to be compiled in 2022 and field reviews conducted.
On May 25, 2020, the Issuer acquired the 3 Aces Project in southeast Yukon for 300,000 Common shares of the Issuer and potential additional payments of $1 million upon confirmation of a 3 Aces NI-43-101 compliant mineral resource of 2.5 million ounces of gold and a further $1.25 million upon confirmation of an aggregate mineral resource of 5 million ounces of gold. The Issuer also granted the vendor a 0.5% NSR royalty.
3 Aces is a district scale, orogenic-gold project consisting of 1,537 claims covering approximately 31,400 ha located in a readily accessible part of southeastern Yukon. The target concept for this project is consistent with some of the biggest and richest gold deposits in the world, including the California Mother Lode Belt, Juneau Gold Belt, Murentau in Uzbekistan and Obuasi in Ghana. Historical work has identified a broad area of gold-in-soil extending more than 20 kilometers (12.4 miles) along strike and drilling in the Central Core Area has progressed to a point where, with additional exploration drilling, the property could potentially advance to an initial resource with exceptional grade.
The Property is on the eastern margin of the Selwyn Basin, a thick package of sedimentary rocks extending across the Yukon and host to several enormous base metal deposits (Howard’s Pass District). Hyland Group host rocks, the basal unit of the Selwyn Basin, are interbedded clastic and carbonate sedimentary rocks exposed near a regional tectonic boundary. Polyphase fold and fault systems overprint the stratigraphy, creating ideal traps for gold-bearing fluids expressed as quartz veins. At 3 Aces, discrete quartz veins containing arsenopyrite-pyrrhotite-pyrite and free gold are found within a broad zone of gold-bearing iron carbonate-clay alteration envelopes which constrain this exploration target.
Past drilling has encountered a significant number of gold rich zones on the deformed stratigraphic/structural contacts at 3 Aces. By early 2019 the project had about 300 drill holes in it; 37% of these encountered +5.0 g/t gold intersections and 27% have returned +8.0g/t gold intervals. Many of these holes were close-space off-sets on high-grade veins that crop out, but all veins identified in the Central Core Area have yielded high grade intersections. Significant effort was expended by the previous owner to ensure that sampling of these high grade, nuggety intervals produced reliable and repeatable assay results. A sampling protocol is now in place to achieve reliable results.
The following table summarizes selected intervals from previous drilling.
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| Hole ID | DH Type | From
(meters) |
To
|
Intercept (meters) |
Gold
Grade (g/T) |
| Spades High Grade Zone | |||||
| 3A16-032 | RC | 16.76 | 27.43 | 10.67 | 32.86 |
| 3A16-042 | RC | 17.53 | 24.38 | 6.85 | 25.61 |
| 3A16-044 | RC | 17.53 | 35.05 | 17.52 | 3.65 |
| 3A17-100 | RC | 19.05 | 25.91 | 6.86 | 20.15 |
| 3A17-124 | RC | 6.10 | 10.67 | 4.57 | 58.75 |
| 3A17-132 | DD | 20.00 | 33.30 | 13.30 | 6.69 |
| 3A17-127 | RC | 12.95 | 19.05 | 6.10 | 22.30 |
| 3A17-133 | DD | 23.80 | 40.00 | 16.80 | 20.50 |
| and | 57.50 | 65.00 | 7.50 | 13.92 | |
| 3A17-138 | DD | 7.50 | 15.50 | 8.00 | 50.40 |
| 3A17-157 | DD | 19.00 | 23.20 | 4.20 | 20.04 |
| 3A17-208 | RC | 0.76 | 5.33 | 4.57 | 81.35 |
| 3A17-209 | RC | 2.29 | 23.62 | 21.33 | 18.33 |
| 3A17-211 | RC | 1.52 | 9.91 | 8.39 | 14.05 |
| 3A17-218 | RC | 5.33 | 18.29 | 12.96 | 14.19 |
| 3A17-220 | RC | 1.52 | 15.24 | 13.72 | 43.02 |
| 3A17-224 | RC | 1.52 | 11.43 | 9.91 | 21.81 |
| 3A17-238 | RC | 0.76 | 9.91 | 9.15 | 41.03 |
| Hearts Zone | |||||
| 3A16-048 | RC | 96.01 | 104.39 | 8.38 | 6.39 |
| 3A16-054 | RC | 38.86 | 58.67 | 19.81 | 4.76 |
| 3A16-055 | RC | 51.05 | 60.20 | 9.15 | 9.37 |
| 3A16-082 | DD | 42.67 | 60.96 | 18.29 | 16.75 |
| 3A16-084 | DD | 103.98 | 115.82 | 11.84 | 1.72 |
| 3A16-085 | RC | 86.87 | 96.01 | 9.14 | 8.65 |
| 3A17-203 | RC | 10.67 | 30.48 | 19.81 | 3.32 |
| Other Occurrences | |||||
| 3A17-143 | DD | 12.70 | 32.00 | 19.30 | 16.15 |
| 3A17-144 | RC | 5.33 | 52.58 | 47.25 | 1.11 |
| 3A17-147 | DD | 13.00 | 15.50 | 2.50 | 15.51 |
| and | 18.50 | 22.00 | 3.50 | 21.44 | |
| 3A17-275 | RC | 40.39 | 48.77 | 8.38 | 5.24 |
| 3A18-335 | DD | 16.20 | 33.06 | 16.86 | 1.35 |
| 3A17-175 | RC | 32.00 | 33.53 | 1.53 | 36.33 |
The 2021 exploration program at 3Aces commenced with line cutting to support a geophysical survey. A CSAMT geophysical survey program designed to aid in building a 3-D earth image was initiated. The geophysical results were integrated with historical drilling, which provided context to the high-grade gold zones identified on the property. A 3-D model was completed for the gold mineralization in the Central Core Area of the 3 Aces Project and plans were developed to test the model late in the 2021 season. Permitting delays resulted in the drilling program being deferred to 2022.
An exploration permit was finally granted on September 12, 2022 and the Issuer decided to initiate a reduced program involving testing the Issuer’s 3-dimensional model around the Hearts zone with the time remaining in the season. One drill hole pierced the Hearts Main Zone structure on the limb of a secondary anticline intersecting a broad zone of gold mineralization with a high-grade core and confirmed the predictions of the model. The assays from this hole were consistent with previous intersections. Another drill hole in the Hearts Main Zone was drilled down dip and confirmed continuity of the structure but as sheared intervals or splays. Additional drilling is warranted for further characterization of the structure. Two holes were drilled into the Hearts West Zone, which hosts a broad gold and arsenic in soil anomaly and extensive surface exposures as well as being deformed by secondary anticlines and synclines with thrust faults on the limbs of the folds. The two holes drilled into this target zone and both intersected low-grade mineralization in host rocks similar to those at the Hearts Main Zone. The drill results are inconsistent with highly anomalous soil geochemistry which appear to identify grade-enhancing flexures. Additional drilling and surface work within this separate structural block is required. Overall, the drilling results determined that the gold-bearing structures are pronouced as they continue down plunge but only carry coherent high grades where they exhibit flexures that enhance permeability.
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In this AIF, the following technical terms have the following meanings:
Alteration – Any change in the mineral composition of a rock brought about by physical or chemical means.
Batholith – A very large intrusive mass of igneous rock.
Biotite – A common rock-forming mineral in crystalline rocks, either as an original crystal in igneous rocks or as a metamorphic product in gneisses and schists.
Breccia – A rock in which angular fragments are surrounded by a mass of fine-grained minerals.
Carbonate – Sediment formed by the organic or inorganic precipitation from aqueous solution of carbonates of calcium, magnesium, or iron; e.g., limestone and dolomite.
Chalcopyrite – A sulphite mineral of copper and iron.
Clastic – Fragments of minerals and rocks that have been moved individually from their places of origin.
Core samples – The cylindrical form of rock called “core” that is extracted from a diamond drill hole. Mineralized sections are separated and these samples are sent to a laboratory for analysis.
Cut-off grade – The lowest grade of mineralized material that qualifies as reserve in a deposit, i.e.: contributing material of the lowest assay that is included in a reserve estimate.
Diorite – An intrusive igneous rock.
Dip – The angle that a structural surface, a bedding or fault plan, makes with the horizontal, measured perpendicular to the strike of the structure.
Disseminated – Where minerals occur as scattered particles in the rock.
Facies – The character and composition of sedimentary deposits.
Fault – A fracture or break in rock along which there has been movement.
Feasibility Study – A comprehensive technical and economic study of the selected development option for a mineral project that includes appropriately detailed assessments of applicable considerations used to convert Mineral Resources to Mineral Reserves together with any other relevant operational factors and detailed financial analysis that are necessary to demonstrate, at the time of reporting, that extraction is reasonably justified (economically mineable). The results of the study may reasonably serve as the basis for a final decision by a proponent or financial institution to proceed with, or finance, the development of the project.
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Felsic – An adjective describing an igneous rock having mostly light colored minerals and rich in silica, potassium and sodium.
Fracture – A break or crack in rock.
Geochemistry – The study of the chemical properties of rocks.
Gneiss – A layered or banded crystalline metamorphic rock, the grains of which are aligned or elongated into a roughly parallel arrangement.
Grade – The metal content of rock with precious metals. Grade can be expressed as troy ounces or grams per tonne of rock.
Granite – Any holocrystalline, quartz-bearing plutonic rock.
Granitic – Pertaining to or composed of granite.
Greenschist – A schistose metamorphic rock whose green color is due to the presence of chlorite, epidote or actinolite.
Greywacke – A dark grey, firmly indurated, course-grained sandstone that consists of poorly sorted, angular to subangular grains of quartz and feldspar, with a variety of dark rock and mineral fragments embedded.
Hydrothermal – The products or the actions of heated waters in a rock mass such as a mineral deposit precipitating from a hot solution.
Hydrothermal alteration – The process by which heated or superheated water/solutions alter the chemistry of the rocks they circulate through.
Igneous – A primary type of rock formed by the cooling of molten material.
Indicated Mineral Resource – That part of a Mineral Resource for which quantity, grade and quality, densities, shape and physical characteristics can be estimated with sufficient confidence to allow the application of Modifying Factors (the considerations used to convert Mineral Resources to Mineral Reserves) in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing information and is sufficient to assume geological and grade or quality continuity between points of observation. An Indicated Mineral Resource has a lower level of confidence than that applying to a Measured Mineral Resource and may only be converted to a Probable Mineral Reserve.
Inferred Mineral Resource – That part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.
Intrusion; intrusive – Molten rock that is intruded (injected) into spaces that are created by a combination of melting and displacement.
Measured Mineral Resource – That part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with confidence sufficient to allow the application of Modifying Factors (the considerations used to convert Mineral Resources to Mineral Reserves) to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling and testing and is sufficient to confirm geological and grade or quality continuity between points of observation. A Measured Mineral Resource has a higher level of confidence than that applying to either an Indicated Mineral Resource or an Inferred Mineral Resource. It may be converted to a Proven Mineral Reserve or to a Probable Mineral Reserve.
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Mineral – A naturally formed chemical element or compound having a definitive chemical composition and usually a characteristic crystal form.
Mineralization – A natural concentration in rocks or soil of one or more metalliferous minerals.
Monzonite – A granular plutonic rock containing approximately equal amounts of orthoclase and plagioclase, and thus intermediate between syenite and diorite. Quartz is minor or absent.
Net smelter return/NSR value – When used herein in reference to cutoff grades, NSR is calculated to determine the recoverable value of a mass of mineralized rock using prices and process recoveries for each metal accounting for all off-site losses, transportation, smelting and refining charges.
Net smelter return royalty/NSR royalty– A phrase used to describe a royalty payment made by a producer of metals based on gross metal production from the property, less deduction of certain limited costs including smelting, refining, transportation and insurance costs.
Outcrop – The part of a rock formation that appears at the surface of the ground.
Phenocryst – A term for large crystals or mineral grains floating in the matrix or groundmass of a porphyry.
Placer – A deposit of sand or gravel that contains particles of gold, ilmenite, gemstones, or other heavy minerals of value. The common types are stream gravels and beach sands.
Porphyritic – The texture of an igneous rock in which larger crystals (phenocrysts) are set in a finer-grained groundmass, which may be crystalline or glassy or both.
Porphyry – Any igneous rock in which relatively large crystals are set in a fine-grained matrix of rock.
Pre-Feasibility study or preliminary feasibility study – A comprehensive study of a range of options for the technical and economic viability of a mineral project that has advanced to a stage where a preferred mining method, in the case of underground mining, or the pit configuration, in the case of an open pit, is established and an effective method of mineral processing is determined. This study includes a financial analysis based on reasonable assumptions on the considerations used to convert Mineral Resources to Mineral Reserves and the evaluation of any other relevant factors which are sufficient for a qualified person acting reasonably, to determine if all or part of the Mineral Resource may be classified as a Mineral Reserve.
Preliminary economic assessment – A study, other than a pre-feasibility or feasibility study, that includes an economic analysis of the potential viability of mineral resources.
Pyrite – An iron sulphide mineral (FeS2), the most common naturally occurring sulphide mineral.
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Quartz – Crystalline silica; often forming veins in fractures and faults within older rocks.
Reclamation – Restoration of mined land to original contour, use or condition.
Reserve or Mineral Reserve – The economically mineable part of a Measured Resource and/or Indicated Resource. It includes diluting materials and allowances for losses, which may occur when the material is mined or extracted and is defined by studies at Pre-Feasibility or Feasibility level, as appropriate that include application of the considerations used to convert Mineral Resources to Mineral Reserves. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified. The reference point at which Mineral Reserves are defined, usually the point where the ore is delivered to the processing plant, must be stated. It is important that, in all situations where the reference point is different, such as for a saleable product, a clarifying statement is included to ensure that the reader is fully informed as to what is being reported. The public disclosure of a Mineral Reserve must be demonstrated by a Pre-Feasibility Study or Feasibility Study.
Resource or Mineral Resource – A concentration or occurrence of solid material of economic interest in or on the Earth’s crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality, continuity and other geological characteristics of a Resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling.
Sedimentary – Formed by the deposition of sediment or pertaining to the process of sedimentation.
Sediments – Solid fragmental material that originates from weathering of rocks and is transported or deposited by air, water or ice, or that accumulates by other natural agents, such as chemical precipitation from solution or secretions by organisms, and that forms in layers of the Earth’s surface at ordinary temperatures in a loose, unconsolidated form; e.g., sand, gravel, silt, mud, alluvium.
Sericite – A fine-grained potassium mica found in various metamorphic rocks.
Vein – A thin sheet-line, crosscutting body of hydrothermal mineralization, principally quartz.
Waste – Barren rock in a mine, or mineralized material that is too low in grade to be mined and milled at a profit.
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| ITEM 4: | RISK FACTORS |
Investing in the Common shares is speculative and involves a high degree of risk due to the nature of the Issuer’s business and the present stage of exploration and advancement of its mineral properties. The following risk factors, as well as risks currently unknown to the Issuer, could materially adversely affect the Issuer’s future business, operations and financial condition and could cause them to differ materially from the estimates described in forward-looking statements relating to the Issuer, or its business, property or financial results, each of which could cause investors to lose part or all of their investment. Before deciding to invest in any Common shares, investors should carefully consider the risks included herein.
Risks Related to the Issuer and its Industry
The Issuer has a history of net losses and negative cash flows from operations and expects losses and negative cash flows from operations to continue for the foreseeable future.
The Issuer has a history of net losses and negative cash flows from operations and the Issuer expects to incur net losses and negative cash flows from operations for the foreseeable future. As of December 31, 2022, the Issuer’s deficit totaled approximately $157 million. None of the Issuer’s properties has advanced to the commercial production stage and the Issuer has no history of earnings or positive cash flow from operations.
The Issuer expects to continue to incur net losses unless and until such time as one or more of its projects enters into commercial production and generates sufficient revenues to fund continuing operations or until such time as the Issuer is able to offset its expenses against the sale of one or more of its projects or interests in its projects, if applicable. The development of the Issuer’s projects to achieve production will require the commitment of substantial financial resources. The amount and timing of expenditures will depend on a number of factors, including the progress of ongoing exploration and advancement, the results of consultant analysis and recommendations, the rate at which operating losses are incurred and the execution of any sale or joint venture agreements with strategic partners, some of which are beyond the Issuer’s control. There is no assurance that the Issuer will be profitable in the future.
The Issuer’s ability to continue its exploration activities and any future advancement activities, and to maintain the corporate office support of these activities, will depend on its ability to obtain suitable financing, enter into joint ventures or sell property interests.
The Issuer estimates that it has financial resources to sustain corporate office operations, non-discretionary general and administrative costs, non-discretionary project costs, including contractual obligations, to the end of 2023. However, the Issuer requires capital to maintain title to and undertake exploration and advancement of the Issuer’s principal exploration properties and to cover ongoing corporate expenses and presently has no ongoing source of revenue. Accordingly, additional financing will be required to continue to undertake additional advancement of the Issuer’s mineral properties. The maintenance of and further exploration and advancement of the Issuer’s mineral properties is, therefore, dependent upon the Issuer’s ability to obtain financing through the sale of projects, sale of royalty or streaming interests, joint venturing of projects or equity or debt financing, including the sale of its shares over the NYSE under its “at-the-market” share offering. Such sources of financing may not be available on terms acceptable to the Issuer, or at all. Conditions in the credit and financial markets have improved for gold focused companies in the last two years, but limitations remain on access to capital and credit for many companies, which may make it more difficult for the Issuer to obtain, or increase its cost of obtaining, capital and financing for its operations. Failure to obtain such financing may result in delay or indefinite postponement of exploration and advancement work on the Issuer’s mineral properties, or the possible loss of such properties or expiry of permits relating to the development of them. Satisfying financing requirements through the sale of projects or interests in minerals produced from the projects or establishment of one or more joint ventures would reduce the Issuer’s gold ownership per share and have a corresponding negative impact on its leverage to the gold price.
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The Issuer’s indebtedness may adversely affect its cash flow and ability to advance its business.
The Issuer has indebtedness arising from its sale of a US$225,000,000 Secured Note. As a result of this indebtedness, the Issuer will be required to make quarterly interest payments of approximately US$3.66 million to the holder of the Secured Note and may issue common shares or raise money in the capital markets to fund its debt service costs both of which would be dilutive to current shareholders. Although the terms of the Secured Note are intended to result in all of the principal amount of the Secured Note being used on maturity to purchase, by way of offset, a royalty on silver produced from the KSM Project, in certain circumstances the holder of the Secured Note may require the Issuer to repay the principal amount and the Issuer will have to raise the amount needed to repay the principal in capital markets, settle the principal by issuing Common shares to the holder or by selling assets. The Issuer’s indebtedness could have adverse consequences for the Issuer, including: limiting its ability to obtain additional financing for working capital, capital expenditures, exploration and development, debt service requirements, acquisitions and general corporate or other purposes; restricting the Issuer’s flexibility and discretion to operate its business; and having to raise capital to pay interest or principal at unattractive prices or in poor financial markets; limiting its ability to adjust to changing market conditions; placing the Issuer at a competitive disadvantage compared to competitors that have less debt or greater financial resources; making the Issuer vulnerable in a downturn in general economic conditions; and preventing the Issuer’s ability to make expenditures that are important to its growth and strategies.
The ability of the Issuer to meet its debt service requirements may depend on its ability to raise capital in financial markets. There can be no assurance that the Issuer will be able to raise funds in amounts sufficient to pay amounts when due or to fund any other liquidity needs. If the Issuer is unable to meet the obligations to pay interest or principal under the Secured Note, the holder may exercise its rights under the security arrangements associated with the Secured Note, which could result in a loss or substantial reduction in the value of the KSM Project, the principal asset of the Issuer.
If the Issuer is unable to service its indebtedness or fulfil its other obligations under the Secured Note, the Issuer may have to raise capital in ways that it might not otherwise select, such as reducing or delaying expenditures, selling assets, restructuring or refinancing indebtedness or seeking equity capital in poor market conditions.
The Issuer has reserves at its KSM Project and its Courageous Lake Project but they may not be brought into production.
There is no certainty that the reserves estimated at the KSM Project or the Courageous Lake Project will actually be mined or, if mined, processed and sold profitably. The Issuer does not intend to bring the KSM Project or the Courageous Lake Project into production on its own and intends to either enter into a joint venture with an experienced operator or to sell the KSM Project and the Courageous Lake Project. Given the size of the KSM Project and its estimated capital costs, there is a limited number of mining companies with the ability to raise the necessary capital and to put the KSM Project into production, which limits the options available to the Issuer for such a joint venture or sale. The commercial viability of the KSM Project is also dependent on a number of factors, including metal prices, government policy and regulation and environmental protection, which are beyond the control of the Issuer. The Issuer has relied and will continue to rely upon consultants for advancement and operating expertise.
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The figures for the Issuer’s resources and reserves are estimates based on interpretation and assumptions and the properties may yield less mineral production or less profit under actual conditions than is currently estimated.
Unless otherwise indicated, resource figures presented in this AIF and in the Issuer’s other filings with securities regulatory authorities, press releases and other public statements that may be made from time to time are based upon estimates made by Issuer personnel and independent geologists. These estimates are imprecise and depend upon geologic interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be inaccurate. There can be no assurance that resource or other mineralization figures will be accurate or that this mineralization could be mined or processed profitably.
Because the Issuer has not completed a feasibility study or commenced commercial production at any of its properties, resource estimates for the Issuer’s properties may require adjustments or downward revisions based upon further exploration or advancement work or actual production experience. In addition, the grade of ore ultimately mined, if any, may differ from that indicated by drilling results. There can be no assurance that recovery of minerals in small-scale tests will be duplicated in large-scale tests under on-site conditions or in production scale.
The resource and reserve estimates contained in this AIF have been determined based on assumed future prices, cut-off grades and capital and operating costs that may prove to be inaccurate. Substantial declines in market prices for gold and other metals or increases in costs may eliminate the potential profitability of the Issuer’s deposits, require increases in cut-off grades and result in reduced reported resources or reserves. Any material reductions in estimates of resources or reserves, or of the Issuer’s ability to extract these resources or reserves, could have a material adverse effect on the Issuer’s prospects and could restrict the Issuer’s ability to successfully implement its strategies for long-term growth.
The Issuer is subject to substantial government regulatory requirements, which could cause delays in advancing its projects, a restriction or suspension of the Issuer’s operations.
The exploration and advancement activities of the Issuer and the potential for profitable operations of the Issuer’s mineral properties is affected to varying degrees by government regulations relating to exploration, advancement and mining activities, the acquisition of land, royalties, taxes, labour standards, pollution control, environmental protection, consultation with indigenous groups, health and safety and expropriation of property. Changes in these regulations or in their application are beyond the control of the Issuer and may adversely affect its operations, business and the potential of its projects. Failure to comply with the conditions set out in any permit or failure to comply with applicable statutes and regulations may result in an order to cease or curtail further exploration or advancement or reduce or eliminate the potential profitability of a project. The Issuer may be required to compensate those suffering loss or damage by reason of its exploration activities or operations.
At the federal and provincial level, the Issuer must comply with exploration permitting requirements which require sound operating and reclamation plans to be approved by the applicable government body prior to the start of exploration. At the local level, regulations deal primarily with zoning, land use and specific building permits, as well as taxation and the impact of the Issuer’s operations on the existing population and services. There can be no assurance that all required approvals and permits will be able to be obtained.
In December, 2019, the government of British Columbia passed Bill 41, the Declaration on Rights of Indigenous Peoples Act (“Bill 41”). Bill 41 commits the British Columbia government to a process of making the laws of British Columbia consistent with the United Nations Declaration on the Rights of Indigenous Peoples (“UNDRIP”). In June, 2021, the government of Canada passed Bill C – 15, the United Nations Declaration on Rights of Indigenous Peoples Act (“Bill C – 15”). Bill C - 15 commits the Canadian government to a process of making the laws of Canada consistent with UNDRIP. There is uncertainty regarding the details of how the laws of British Columbia and Canada will change or regarding any other consequences of the adoption of Bill 41 and Bill C - 15, but it seems clear that they will result in greater influence of relevant indigenous peoples in permitting processes and decisions. It is likely this will result in longer and less certain permitting processes and outcomes of permitting processes, which could delay project advancement or lead to a greater number of projects simply not receiving required permits.
The Issuer has obtained federal and provincial environmental assessment approvals for its KSM Project. The federal approval has no time limit but the provincial approval (the EAC) requires evidence that meaningful work has been incurred by July, 2026. The Issuer may convert its EAC into an indefinite approval if the KSM Project achieves a designation of “substantially started” from the BC government by July, 2026. The Issuer is planning its KSM work programs to achieve this designation. These plans require obtaining certain permits, performance of substantial work and funding for this work. None of these requirements are certain within the time available. If the Issuer is unable to convert its EAC into an indefinite approval, it would need to re-apply for a new environmental assessment certificate before it could proceed with building the KSM Project. Expiry of the KSM EAC will also result in the federal environmental assessment approval to lapse as well as the permits issued in reliance on those approvals. Successfully obtaining a second environmental assessment certificate is not certain.
Depending upon the type and extent of its exploration and KSM site capture activities towards achieving “substantially started”, the Issuer will be required to post reclamation bonds and/or assurances that the affected areas will be reclaimed. Currently, the Issuer has estimated CDN$8.4 million in reclamation liabilities for all of its properties, the majority of which represents the costs associated with reclamation of the Johnny Mountain Mine. As at December 31, 2022, CDN$20.6 million has been deposited for the benefit of the various government agencies until released or applied to reclamation costs. If the reclamation requires funds in addition to those already estimated or allocated, the Issuer could be forced to pay for the extra work, which could have a material adverse effect on the Issuer’s financial position and operations. In addition, unidentified environmental deficiencies may exist on other properties of the Issuer. The discovery of and any required reclamation of any additional properties would likely have an adverse effect on the Issuer’s operations and financial position.
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Actual capital costs, operating costs, production and economic returns may differ significantly from those Seabridge has anticipated. There are no assurances future advancement activities by Seabridge, if any, will lead to a favourable feasibility study or profitable mining operations.
The Issuer has completed prefeasibility studies at each of its KSM Project and its Courageous Lake Project, but typically a company will not make a production decision until it has completed a feasibility study. Feasibility studies derive estimates of cash operating costs based upon, among other things:
| ● | anticipated tonnage, grades and metallurgical characteristics of the reserves to be mined and processed; |
| ● | anticipated recovery rates of gold and other metals from the reserves; |
| ● | cash operating costs of comparable facilities and equipment; and |
| ● | anticipated climatic conditions and environmental protection measures. |
Completing a feasibility study at each of these Projects requires significant additional work and study in order to reduce the range of uncertainty associated with the study’s estimates and conclusions. Cash operating costs, production and economic returns, and other estimates contained in studies or estimates prepared by or for the Issuer may differ significantly from those anticipated by Seabridge’s current studies and estimates and may even result in delays or cancellation of Project advancement.
There can be no assurance that, if it starts production at one or more of its Projects, the Issuer’s actual operating costs will not be higher than currently anticipated. None of the Issuer’s mineral properties have an operating history upon which the Issuer can base estimates of future operating costs.
There is no certainty that a feasibility study in respect of the KSM Project or the Courageous Lake Project will be completed or, if completed, that it will result in sufficiently favourable estimates of the economic viability of the Project to justify a construction decision. The Issuer has relied and will continue to rely upon consultants for advancement and operating expertise.
The Issuer has commenced construction of the initial infrastructure at the KSM Project and, therefore, will be subject to all of the risks associated with construction operations.
Development of the KSM Project requires the Issuer to evidence “substantially started” by way of the construction of infrastructure, including for site access, such as access roads, bridges, site clearing, camp facilities, fish habitat and powerlines. As a result, the Issuer is and will continue to be subject to all of the risks associated with such construction, including:
| ● | the timing and cost of the construction of these facilities; |
| ● | the availability and cost of skilled labour, equipment and principal supplies needed for such activities; |
| ● | greater risks of workplace injuries and associated liabilities; |
| ● | the need to obtain necessary environmental and other governmental approvals and permits and the timing of the receipt of those approvals and permits; |
| ● | the need to meet the conditions of its permits and approvals, in particular the need to establish sufficient environmental controls in order to satisfy the environmental conditions required by its permits; |
| ● | the availability of funds to finance construction activities; |
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| ● | potential opposition from non-governmental organizations, indigenous groups, environmental groups, local groups or other stakeholders which may delay or prevent construction activities; and |
| ● | potential increases in construction and operating costs due to changes in the cost of labour, fuel, power, materials and supplies. |
The costs, timing and complexities of the construction activities at the KSM Project may be greater than anticipated because the majority of such property interests are not located in developed areas, and, as a result, lack road access and power supply and other support infrastructure. Cost estimates may increase as more detailed engineering work is completed on proposed construction work. It is common in construction in remote areas to experience unexpected costs, problems and delays during construction.
Seabridge has no history of commercially producing precious or base metals from its mineral exploration properties and there can be no assurance that it will successfully establish mining operations or profitably produce precious metals.
Seabridge has no history of commercially producing precious metals from its current portfolio of mineral exploration properties and the Issuer has no ongoing mining operations or revenue from mining operations. Mineral exploration and advancement involves a high degree of risk and few properties that are explored are ultimately developed into producing mines. The Issuer has not decided to construct a mine at any of its projects to date. The future advancement of properties estimated to be economically feasible will require obtaining permits and financing and the construction and operation of mines, processing plants and related infrastructure. Although Seabridge has disclosed that it will not undertake production activities by itself, it may be involved in construction and production at one or more of its properties if it enters into a joint venture or other arrangement with a third party regarding production. In addition, as part of continuing to advance its KSM Project pending completion of a sale or joint venture of the KSM Project, the Issuer undertook activities in 2021 and 2022 and is continuing activities in 2023 associated with data collection for a feasibility study and initiated early construction activities to establish site access, camps and construction power supply.
Seabridge may be subject to all of the risks associated with establishing new mining operations and business enterprises, including:
| ● | timing and cost, which can be considerable, of the construction of mining and processing facilities; |
| ● | availability and costs of skilled labour and mining equipment; |
| ● | availability and cost of appropriate smelting and/or refining arrangements; |
| ● | need to obtain necessary environmental and other governmental approvals and permits, and the timing of those approvals and permits; |
| ● | the need to meet the conditions of its permits and approvals, in particular the need to establish sufficient environmental controls in order to satisfy the environmental conditions required by its permits; |
| ● | availability of funds to finance construction and advancement activities; |
| ● | management of an increased workforce and co-ordination of contractors; |
| ● | potential opposition from non-governmental organizations, environmental groups, indigenous groups or local groups which may delay or prevent advancement activities; and |
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| ● | potential increases in construction and operating costs due to changes in the cost of labour, fuel, power, materials and supplies and foreign exchange rates. |
The costs, timing and complexities of mine construction and advancement are increased by the remote location of the Issuer’s mining properties. It is common in new mining operations to experience unexpected problems and delays during advancement, construction and mine start-up. In addition, delays in the commencement of mineral production often occur. Accordingly, there are no assurances that, if the Issuer decides to be involved in construction or mining activities, the Issuer will successfully establish mining operations or profitably produce precious or base metals at any of its properties.
Changes in the market price of gold, copper and other metals, which in the past have fluctuated widely, affect the potential profitability of the Issuer’s projects.
The potential profitability of the Issuer’s projects depends, in large part, upon the market price of gold, copper and other metals and minerals to be produced. The market price of gold, copper and other metals is volatile and is impacted by numerous factors beyond the Issuer’s control, including:
| ● | expectations with respect to the rate of inflation; |
| ● | the relative strength of the U.S. dollar and certain other currencies; |
| ● | interest rates; |
| ● | global or regional political or economic conditions; |
| ● | supply and demand for jewelry and industrial products containing metals; |
| ● | faith in paper currencies, digital money and governments; |
| ● | costs of substitutes; |
| ● | changes in global or regional investment or consumption patterns; |
| ● | global production levels; |
| ● | speculative activities; and |
| ● | sales by central banks and other holders, speculators and producers of gold, copper and other metals in response to any of the above factors. |
There can be no assurance that the market price of gold, copper and other metals will remain at current levels or that such prices will improve. A decrease in the market price of gold and copper could adversely affect the Issuer’s ability to finance the exploration and advancement of the Issuer’s properties and to enter into joint ventures with strategic partners relating to the Issuer’s properties, which would have a material adverse effect on the Issuer’s financial condition and results of operations. There is no assurance that if commercial quantities of gold, copper and other metals are discovered on the Issuer’s properties, that a profitable market will exist or continue to exist for a production decision to be made or for the ultimate sale of the metals. As the Issuer has a high ratio of gold resources per Common share, fluctuations in gold prices have tended to have a great impact on the price of the Common shares.
The Issuer may be adversely affected by future fluctuations of foreign exchange rates.
The potential profitability of the Issuer is exposed to the financial risk related to the fluctuation of foreign exchange rates. The minerals that could be produced from the Issuer’s projects are priced in U.S. dollars but, since the Issuer’s principal projects are located in Canada, a significant percentage of its estimated expenditures will be in Canadian dollars. A significant change in the currency exchange rates between the Canadian dollar relative to the U.S. dollar will have an effect on the potential profitability of the Issuer’s projects and therefore its ability to continue to finance its operations. To the extent the actual Canadian dollar to U.S. dollar exchange rate is less than or more than the exchange rate used in the preliminary feasibility studies summarized in this AIF, the profitability of the projects will be less than or more than that estimated (if the other assumptions are realized). Accordingly, the Issuer’s prospects may suffer due to adverse currency fluctuations.
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The Issuer’s activities and proposed business are inherently dangerous and contain significant uninsured risks that could negatively impact the Issuer.
The Issuer’s exploration and advancement of its mineral properties involves a number of risks and hazards. In addition, the business of mining is subject to various risks and hazards including:
| ● | environmental hazards; |
| ● | industrial accidents; |
| ● | metallurgical and other processing problems; |
| ● | unusual or unexpected rock formations; |
| ● | rock bursts; |
| ● | structural cave-ins or slides; |
| ● | flooding; |
| ● | fires; |
| ● | earthquakes, avalanches or landslides; |
| ● | metals losses; and |
| ● | periodic interruptions due to inclement or hazardous weather conditions. |
These risks could result in damage to, or destruction of, mineral properties, plant and equipment, personal injury or death, environmental damage, delays in mining, monetary losses and possible legal liability.
The Issuer currently maintains insurance against risks relating to its exploration and construction activities in an amount which it believes to be reasonable. If the Issuer commences mining activities with a partner, it will be subject to mining risks, including those listed above. The Issuer anticipates that it will obtain the insurance it believes is reasonable for any mining activities it undertakes, however, such insurance contains exclusions and limitations on coverage and insurance for all risks is not likely available. There can be no assurance that the insurance the Issuer desires will continue to be available, will be available at economically acceptable premiums or will be adequate to cover any resulting liability. The issuer might also be subject to liability for environmental damage or other hazards which may be uninsurable or for which it may elect not to insure because of premium costs or commercial impracticality. The payment of such liabilities would reduce funds available for the acquisition of mineral properties or exploration and advancement and would have a negative effect on the Issuer’s ability to generate revenues, profits and cash flows.
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The Issuer is subject to substantial environmental requirements which could cause a restriction or suspension of the Issuer’s operations. These requirements must be met for the Issuer to receive regulatory approval of its proposed mining operations.
In connection with its operations and properties, the Issuer is subject to extensive and changing environmental legislation, regulations and actions. The Issuer cannot predict what environmental legislation, regulations or policy will be enacted or adopted in the future or how current or future laws and regulations will be administered or interpreted. The recent trend in environmental legislation and regulation generally is toward stricter standards and this trend is likely to continue in the future. The recent trends include, without limitation, laws and regulations relating to air and water quality, mine reclamation, waste handling and disposal, tailings management, the protection of certain species, the preservation of certain lands, respect for indigenous cultures and knowledge, reduction of carbon emissions and preparing for greater climatic variability. These regulations may require that the Issuer obtain permits or other authorizations for certain activities associated with exploration and numerous permits associated with mining operations and there is a risk the Issuer will not receive the required permits. These laws and regulations may also limit or prohibit activities on certain lands lying within wetland areas, areas providing habitat for certain species or other protected areas. Compliance with more stringent laws and regulations, as well as the likelihood of more vigorous enforcement policies or stricter interpretation of existing laws, may necessitate significant capital outlays, which may adversely affect the Issuer’s results of operations and business, or may cause material changes or delays in the Issuer’s intended activities. Certain of the permits that have been obtained by the Issuer are subject to time-based expiry, including its provincial environmental assessment approval, and may need to be re-obtained and are therefore subject to the risk that such permits may not be renewed or extended.
The aboriginal land claims process in Canada has recently resulted in some indigenous groups taking greater roles in the administration of lands subject to the land claims, and indigenous groups may look to impose additional requirements over land they are involved in administering. Further, the adoption of Bill 41 and Bill C – 15 is likely to increase the roles and influence of indigenous groups in permitting processes and increases the risk that permits could be subject to more onerous conditions, be delayed or even that the approvals required for operations are not received.
At the federal and provincial level, regulations deal with environmental quality and impacts upon air, water, soil, vegetation and wildlife, as well as historical and cultural resources. Approval must be received from the applicable regulator and/or department before exploration and mining can begin, and ongoing monitoring of operations is common. If the Issuer’s operations result in negative effects upon the environment, government agencies will usually require the Issuer to provide remedial actions to correct the negative effects.
Title to the Issuer’s mineral properties cannot be guaranteed and may be subject to prior unregistered agreements, transfers or claims and other defects.
The Issuer cannot guarantee that title to its properties will not be challenged. Title insurance is not available for mineral properties in Canada and the Issuer’s ability to ensure that it has obtained a secure claim to individual mineral properties or mining leases may be severely constrained. The Issuer’s mineral properties may be subject to prior unregistered agreements, transfers or claims, and title may be affected by, among other things, undetected defects. To date, the Issuer has only done a preliminary legal survey of the boundaries of its properties and has not obtained formal title reports on any of its properties and, therefore, in accordance with the laws of the jurisdictions in which these properties are situated, their existence and area could be in doubt. If title is challenged, the Issuer will have to defend its ownership through the courts. A successful challenge to the precise area and location of these claims could result in the Issuer being unable to operate on its properties or being unable to enforce its right with respect to its properties.
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There is uncertainty related to unsettled rights and title of indigenous groups and settled Treaty Nation’s rights in British Columbia, the Yukon Territory and the Northwest Territories and this may create delays in project approval or interruptions in project progress.
The nature and extent of First Nation rights and title remains the subject of active debate, claims and litigation in Canada, including in British Columbia, the Yukon Territory and the Northwest Territories. In 2014, the Supreme Court of Canada recognized for the first time aboriginal title of an indigenous group to a specific area in British Columbia. The Provincial and the federal governments are also making efforts to settle claims of aboriginal title and rights being advanced by indigenous groups and the likely outcome of these negotiations is greater authority for indigenous groups in the permitting process for achieving mine approval and in some areas is likely to result in outright ownership of resources and a significant measure of regulatory control being transferred to indigenous groups.
Parts of the KSM Project lie within an area asserted to be the traditional territory of one indigenous group and all of the KSM Projects lies within an area asserted to be the traditional territory of another indigenous group and no comprehensive treaty or land claims settlement has been concluded regarding these traditional territories. A part of the KSM Project lies within territory subject to settled treaty rights of the Nisga’a Nation. The Courageous Lake Project lies within the traditional territory of the Yellowknives Dene First Nation and no comprehensive treaty or land claims settlement has been concluded regarding this traditional territory. A part of the Courageous Lake Project lies within territory designated as a shared use area under the settled treaty rights of the Tlicho Nation. The 3 Aces Project lies within the traditional territory of the Kaska Nation, specifically the Liard and the Ross River Dene First Nations. There can be no guarantee that the unsettled nature of land claims, or uncertainties associated with settled claims, in British Columbia, the Yukon Territory and the Northwest Territories will not create delays in obtaining permits, in ultimate project approval or other unexpected interruptions in project progress, or result in additional costs to advance the Issuer’s projects.
Mine construction and commencement of mining activities may only be possible with the support of the local indigenous groups. Many companies have secured such support by committing to take measures to limit the adverse impact to, and ensure some of the economic benefits of the construction and mining activity will be enjoyed by, the local indigenous groups. The Issuer has agreements of this sort with the Nisga’a Nation and the Tahltan Nation, and a much less comprehensive one with the Gitanyow Nation, each of which should reduce this risk. However, there can be no assurance that such support or other assurances can or will be secured from these or other groups at an acceptable cost or that the KSM Project or the Courageous Lake Project will be approved without such support.
The government of British Columbia has passed Bill 41, which commits it to making the laws of British Columbia consistent with UNDRIP. The Canadian federal government passed Bill C – 15, which commits the Canadian government to a process of making the laws of Canada consistent with UNDRIP. Article 32 of UNDRIP states that “Indigenous peoples have the right to determine and develop priorities and strategies for the development or use of their lands or territories and other resources” and requires government to consult and cooperate with indigenous peoples to obtain “their free and informed consent prior to the approval of any project affecting their lands or territories and other resources”. The manner in which UNDRIP will be reflected in laws, regulations and regulatory practices is uncertain and likely will lead to more onerous permitting processes, greater regulatory delay and less certainty in respect of receiving necessary permits for project construction and operation. It may become necessary to obtain the consent of an indigenous group to a mining project before construction can begin.
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Periods of high metal prices encourage increased mining exploration, advancement and construction activity, which results in increased demand for, and cost of, exploration, advancement, construction and operating services and equipment.
During periods of relative strength of metal prices, as we saw over several years before 2013, increases in mining exploration, advancement and construction activities occur around the world, which results in increased demand for, and cost of, exploration, advancement, construction and operating services and equipment. While market conditions between 2013 and 2018 have had a moderating effect on the costs of such services and equipment, increases in such costs may recur with the recent resumption of an upward trend in metal prices. In addition to forces in the metals markets, inflation has emerged in goods and labour costs from supply chain disruptions caused by the COVID-19 pandemic and more recently the measures being taken in response to the Russian invasion of Ukraine and the duration of these impacts is uncertain. Increased demand for services and equipment could result in delays if services or equipment cannot be obtained in a timely manner due to inadequate availability and may cause scheduling difficulties due to the need to coordinate the availability of services or equipment, any of which could materially increase project exploration, advancement and/or construction costs. Persistent inflation will also increase operating costs and impact the cost of construction and the profitability of mining operations.
Increased competition could adversely affect the Issuer’s ability to acquire suitable properties for mineral exploration in the future.
The mining industry is intensely competitive. Significant competition exists for the acquisition of properties producing or capable of producing gold or other metals. The Issuer may be at a competitive disadvantage in acquiring additional mining properties because it must compete with other companies, many of which have greater financial resources, operational experience and technical capabilities than the Issuer. Competition for exploration properties is currently only moderate but, if metals prices increase, competition could again become very intense. Increased competition could adversely affect the Issuer’s ability to acquire suitable properties for mineral exploration in the future.
The Issuer’s proposed projects are being developed at a time when governments are taking action to reduce carbon dioxide emission by industry, with carbon taxes or trading schemes, and achieving net neutral or minimized carbon emissions may become a condition of advancing projects in the future, which could increase costs such that proposed projects may no longer be sufficiently profitable to construct or unprofitable.
Currently, there is increasing emphasis on creating requirements that decrease carbon dioxide emissions into the atmosphere. In British Columbia, the government has enacted a carbon tax with steadily increasing tax rates going forward. In Canada, the federal government has imposed a carbon tax in provinces where no provincial carbon tax is in place. There is pressure on industry from investors to reduce carbon emissions and set goals to achieve net neutral carbon emissions over time in order to be seen as a preferred investment. Accordingly, the Issuer’s ability to secure regulatory approval and construction financing may depend upon its carbon footprint and its profitability could be adversely impacted through taxation. The Issuer has been revising its development plans, with co-operation from BC Hydro, in order to build and operate its KSM Project with as great a percentage of hydro-electric generated power as possible, in order to substantially reduce its carbon footprint. However, it’s Courageous Lake Project is located in an area where renewable energy sources are not presently competitive with diesel power generation and development costs may increase, regulatory approvals may be more difficult and investment capital harder to attract as a result.
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The Issuer’s current and proposed operations are subject to risks relating to climate and climate change may adversely impact its ability to conduct operations, increase operating costs, delay execution or reduce the profitability of a future mining operation.
The Issuer’s projects are located in remote areas exposing it to the physical risks of unexpected or extreme weather events or prolonged climatic conditions, including changes in rainfall or snowfall and storm patterns and intensities, water management and changing temperatures. Most of its exploration projects are located in remote areas of northern Canada and much of its exploration work at the Iskut and KSM Projects is conducted at high altitude and by helicopter access only. Longer winters and deeper snowpacks can reduce the operating season for exploration and extreme weather can restrict access and the ability to operate during the exploration season. This can impact the Issuer’s ability to conduct exploration work or access its projects and progress its objectives.
The Issuer is also actively advancing its KSM Project, which is located in mountainous terrain and in an area of higher rainfall and snow. The Issuer has taken into account the potential for weather events outside of recent historic ranges in the design of its proposed KSM Project. Design details of the Project include dams with excess freeboard, onsite water management through tunnels and considerable redundancy in systems in order to be prepared for the detrimental effects of climate change. However, events or conditions could disrupt mining and transport operations, exploration and development plans, mineral processing and rehabilitation efforts, and could damage property or equipment and increase health and safety risks on site. Emergency plans for managing extreme weather conditions may not be sufficient and extended disruptions could have adverse effects on the Issuer’s results of operations and financial condition
The Issuer has a dependence upon key management employees, the absence of which would have a negative effect on the Issuer’s operations.
The issuer strongly depends on the business and technical expertise of its management and key personnel, including Rudi Fronk, Chairman and Chief Executive Officer. There is little possibility that this dependence will decrease in the near term. If the Issuer’s operations expand, additional general management resources will be required. The Issuer may not be able to attract and retain additional qualified personnel and this would have a negative effect on the Issuer’s operations. The Issuer does not consistently enter into any formal services agreements between itself and its officers or directors. The Issuer does not carry any “key man” life insurance.
Certain of the Issuer’s directors and officers serve in similar positions with other natural resource companies, which put them in conflict of interest positions from time to time.
Certain of the directors and officers of the Issuer are also directors, officers or shareholders of other natural resource or mining-related companies. Such associations may give rise to conflicts of interest from time to time. The directors of the Issuer are required by law to act honestly and in good faith with a view to the best interests of the Issuer and to disclose any interest that they may have in any project or opportunity of the Issuer. If a conflict of interest arises in a matter to be discussed at a meeting of the board of directors, any director in a conflict must disclose his interest and abstain from voting on such matter. In determining whether or not the Issuer will participate in any project or opportunity, the directors will primarily consider the degree of risk to which the Issuer may be exposed and its financial position at the time.
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The Issuer has spent the proceeds of the issuance of flow-through shares on expenditures it believes to be Canadian exploration expenses (“CEE”) and renounced such expenditures to investors in flow-through shares, but the CRA has advised it is going to reduce the amounts of CEE renounced. The Issuer is challenging the CRA’s conclusions but there is a risk the Issuer could be subject to additional tax and liable to indemnify the investors.
The Issuer has funded certain of its exploration activities, from time-to-time, with the proceeds of issuance of flow-through shares. The Issuer records and reports as CEE those expenditures which are required to determine “the existence, location, extent, or quality of a mineral resource” (applicable wording of the definition of CEE in the Income Tax Act), and renounces those amounts to investors to fulfill the Issuer’s commitments made at the time of the issuance of the flow-through shares. Whether certain expenditures qualify as CEE and are therefore eligible for renunciation by the Issuer has been audited by the CRA for the three years ended December 31, 2016. The CRA has reduced the amount of expenditures renounced as CEE by the Issuer in those years by approximately $19.1 million. The Issuer believes the CRA’s interpretation of the applicable legislation is inconsistent with previous audits and unjustifiably narrows the scope of eligible CEE as defined in the applicable legislation. The Issuer is challenging the CRA’s interpretation vigorously, and, if necessary, will proceed to litigation on the issue. Although the Issuer believes it will ultimately prevail on the merits, if the Issuer is not successful in its challenge, there is a risk the Issuer could be subject to additional tax and be liable to indemnify investors whose tax liabilities increase under reassessments of amounts renounced as ineligible. The Issuer has been made aware that the CRA has reassessed certain investors who subscribed for flow-through shares in 2013, 2014 and 2015 and may reassess other investors with reduced CEE deductions. Notice of objections to the Issuer’s and investors’ reassessments have and will be filed as received and will be appealed to the courts should the notices of objection be denied. The Issuer 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 Issuer any refund of the amount deposited on their behalf upon resolution of the Issuer’s appeal. To date, the Issuer has deposited $9.3 million with the Receiver General on behalf of such investors. It is possible that additional investors may be reassessed, but the Issuer estimates the additional amount it may agree to deposit with the Receiver General on behalf of reassessed investors will not exceed $4.3 million. If CRA’s position substantially prevails, it would have an adverse impact on future earnings and financial resources of the Issuer.
The Issuer has been reassessed by the CRA for expenditures it claims qualified for refunds under the British Columbia Mining Exploration Tax Credit (“BCMETC”) legislation and it will need to return some refunded money or challenge the reassessments in court and may not be successful in full.
For the tax years 2010 and 2011 the Issuer received refunds of qualifying exploration expenditures under the BCMETC legislation of $8.6 million. The CRA has audited and reassessed the Issuer in respect of such expenditures and has demanded that the Issuer return $3.2 million of the amounts refunded. The Issuer disagrees with the CRA’s decision and has commenced a legal action challenging the CRA’s reassessment. The outcome of its challenge is uncertain. There is a risk that if the reassessment is upheld the Issuer may be required to return money refunded to it by the CRA. However, the Issuer’s cash resources would not be impacted since the CRA already holds the full amount of the funds at issue.
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The Issuer uses digital record keeping and utilizes the internet in its business activities which exposes it to cybersecurity risks.
The Issuer uses information technology systems and networks in its business, including maintaining digital records of its affairs, operating a web site and using other web-based services. The Issuer’s information systems, and those of its third-party service providers and vendors, are vulnerable to an increasing threat of continually evolving cyber security risks. Unauthorized parties may attempt to gain access to these systems or the Issuer’s information through fraud or other means of deceiving the Issuer or its third-party service providers or vendors.
The Issuer’s operations depend, in part, on how well the Issuer and its suppliers, protect networks, equipment, information technology (“IT”) systems and software against damage from a number of threats. Seabridge has entered into agreements with third parties for hardware, software, telecommunications, and other services in connection with its operations. Seabridge also depends on the timely maintenance, upgrade, and replacement of networks, equipment, IT systems, and software, as well as pre-emptive expenses to mitigate the risks of failures. Any of these and other events could result in information system failures, delays, and/or increases in capital expenses. The failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact the Issuer’s reputation and its ability to conduct operations.
Although the Issuer has not experienced any known material losses relating to cyber attacks or other data/information security breaches in the last three years, there can be no assurance that Seabridge will not incur such losses in the future. The Issuer’s risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes, and practices designed to protect systems, computers, software, data, and networks from attack, damage, or unauthorized access remain a priority.
Any future significant compromise or breach of the Issuer’s data/information security, whether external or internal, or misuse of data or information, could result in additional significant costs, fines, and lawsuits, and damage to the Issuer’s reputation. In addition, as the regulatory environment related to data/information security, data collection and use, and privacy becomes increasingly rigorous, with new and constantly changing requirements applicable to the Issuer’s business, compliance with those requirements could also result in additional costs. As cyber threats continue to evolve, the Issuer may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.
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The Issuer may be negatively affected by an outbreak of the COVID-19 pandemic, including any new variants, and the impacts from the reaction to, and measures taken to address, the spread of the COVID-19 virus.
The COVID-19 pandemic has caused, and is expected to continue to cause, disruptions in regional economies and the world economy and financial and commodity markets in general. The transmission of COVID-19 and efforts to contain its spread have resulted in international, national and local border closings, travel restrictions, significant disruptions to business operations, supply chains and customer activity and demand, service cancellations, workforce reductions and other changes, significant challenges in healthcare service provision and delivery, mandated closures and quarantines, as well as considerable general concern and uncertainty, all of which have negatively affected the economic environment and may in the future have further and larger impacts. The full extent of the impact of the pandemic on the economy and commodity prices, including gold and silver prices, is not known at this time and it is not known what measures will be implemented by governmental authorities in the future and how long these measures will be in place.
To date, the COVID-19 crisis has not materially impacted the Issuer’s operations, financial condition or financial performance, but it has caused it to reduce the scale of programs at KSM and the reclamation of the Johnny Mountain Mine and has impacted the pace of advancement at those projects. The Issuer’s development work at the KSM Project and exploration programs at the Iskut Project and the Snowstorm Project have continued throughout the COVID-19 pandemic, although on a smaller scale than originally planned. Due to the mitigation of the further spread of COVID-19 and social distancing measures at exploration camps, the Issuer has had to reduce the number of people accommodated at the camps at its projects and therefore the scope of the field work it had planned in 2020 and 2021. 2022 field programs still included certain COVID-19 measures for the KSM Project, the Iskut Project and the 3 Aces Project but the scale of operations increased close to non-pandemic levels. While presently in Canada and the US governments are in a phase of loosening COVID-19 restrictions, it is difficult to predict how COVID-19 or its associated or any new variants may impact plans for 2023. Although the Issuer has not had any outbreaks, if there is an outbreak of COVID-19 cases at the Issuer’s mineral properties or amongst the Issuer’s employees or contractors, the Issuer may be required, or may voluntarily, cease, curtail or otherwise limit its exploration and other business activities, which would impact the Issuer’s business plans and timelines and could have an adverse impact on, among other things, the Issuer’s relationship with suppliers, employees, contractors and local communities. Conducting work at the Issuer’s mineral projects is limited to seasonal work due to weather conditions at certain times of the year and delays in completing work programs may result in the uncompleted work having to be done the following season.
Additionally, COVID-19 has disrupted the capital markets world-wide and commodity prices, including gold prices. Although COVID-19 has not had a material impact on the Issuer’s capital raising ability, the Issuer may be unable to complete future capital raising transactions if continued concerns relating to COVID-19 cause further significant market disruptions, restrict travel or limit the ability to have meetings with potential investors.
During the initial years of the COVID-19 pandemic, the interest of potential joint venture partners for or acquirors of the KSM Project or the Courageous Lake Project in pursuing a joint venture or acquisition transaction decreased as companies in the mining sector were focused on the needs of their existing operations due to the uncertainty caused by the pandemic. With restrictions loosening, the opportunity for joint ventures or acquisitions related to the KSM Project and the Courageous Lake Project has improved, however it is possible that this loosening phase is premature and COVID-19 restrictions be re-imposed resulting in conditions impacting mining companies due to the COVID-19 pandemic persisting or worsening.
While the impact of the COVID-19 pandemic is not expected to last indefinitely, the circumstances relating to the pandemic are dynamic and its impacts on the Issuer’s business operations cannot be reasonably estimated. If COVID-19 continues to significantly impact the global economies, the Issuer may face increased liquidity risks or difficulty sourcing supplies needed for field work as the result of prolonged negative economic conditions, supply chain disruptions and uncertainty in markets for raising capital. At this point, the extent to which COVID-19 will or may impact the Issuer is uncertain and these factors are beyond the Issuer’s control. However, it is likely that any future outbreaks of COVID-19, particularly if there are any increased cases in areas where the Issuer operates, may have a material adverse effect on the Issuer’s operations, financial condition, cash flows and financial performance.
The Issuer will continue to monitor developments of the pandemic and continuously assess the pandemic’s potential further impact on the Issuer’s operations and business and adjust as it considers appropriate.
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Risks Related to the Common Shares
The market for the Common shares has been subject to volume and price volatility which could negatively affect a shareholder’s ability to buy or sell the Common shares.
The market for the Common shares may be highly volatile for reasons both related to the performance of the Issuer or events pertaining to the industry (i.e., mineral price fluctuation, high production costs) as well as factors unrelated to the Issuer or its industry. In particular, the price for gold, which was over US$1,900 per ounce in 2011, was below US$1,100 per ounce at the beginning of 2016, rose to over US$2,060 in August 2020 and again in March 2022 and traded below $1,630 in October, 2022. In addition, market demand for products incorporating minerals fluctuates from one business cycle to the next, resulting in a change of demand for the mineral and a corresponding change in the price for the mineral. The Common shares can be expected to be subject to volatility in both price and volume arising from market expectations, announcements and press releases regarding the Issuer’s business, and changes in estimates and evaluations by securities analysts or other events or factors. In some years the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly small-capitalization companies such as the Issuer, have experienced wide fluctuations that have not necessarily been related to the operations, performances, underlying asset values or prospects of such companies. For these reasons, the Common shares can also be expected to be subject to volatility resulting from market forces over which the Issuer will have no control. Further, despite the existence of markets for trading the Common shares in Canada and the United States, shareholders of the Issuer may be unable to sell significant quantities of Common shares in the public trading markets without a significant reduction in the price of the shares.
The Common shares are publicly traded and are subject to various factors that have historically made the Common share price volatile.
The market price of the Common shares has been, and may continue to be, subject to large fluctuations, which may result in losses to investors. The market price of the Common shares may increase or decrease in response to a number of events and factors, including: the Issuer’s operating performance and the performance of competitors and other similar companies; volatility in metal prices; the public’s reaction to the Issuer’s press releases, material change reports, other public announcements and the Issuer’s filings with the various securities regulatory authorities; changes in recommendations or price targets by research analysts who track the Common shares or the shares of other companies in the resource sector; changes in general economic and/or political conditions; the number of Common shares to be publicly traded after an offering of Common shares; the arrival or departure of key personnel; acquisitions, strategic alliances or joint ventures involving the Issuer or its competitors; and the factors listed under the heading “Description of the Issuer’s Business – Cautionary Statement Regarding Forward-Looking Information and Statements”. The Issuer has a high number of gold resource ounces per outstanding share relative to its competitors, which may lead to greater price fluctuations in the price of the Issuer’s Common shares relative to its competitors when the price of gold fluctuates.
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The market price of the Common shares is affected by many other variables that are not directly related to the Issuer’s success and are, therefore, not within its control, including other developments that affect the market for all resource sector securities, the breadth of the public market for the Common shares and the attractiveness of alternative investments. The effect of these and other factors on the market price of the Common shares on the exchanges on which they trade has historically made the trading price of the Common shares volatile and suggests that the trading price of the Common shares will continue to be volatile in the future.
The Issuer has never declared or paid any dividends on the Common shares.
The Issuer has never declared or paid any dividends on the Common shares. The Issuer intends to retain earnings, if any, to finance the growth and advancement of the business and does not intend to pay cash dividends on the Common shares in the foreseeable future. Any return on an investment in the Common shares will come from the appreciation, if any, in their value. The payment of future cash dividends, if any, will be reviewed periodically by the Issuer’s Board of Directors and will depend upon, among other things, conditions then existing including earnings, financial condition and capital requirements, restrictions in financing agreements, business opportunities and conditions and other factors. See “Dividend Policy.”
Shareholders’ interest may be diluted in the future.
The Issuer requires additional funds for exploration and advancement programs or potential acquisitions. If it raises additional funding by issuing additional equity securities or other securities that are convertible into equity securities, such financings may substantially dilute the interests of existing or future shareholders. Sales or issuances of a substantial number of securities, or the perception that such sales could occur, may adversely affect the prevailing market price for the Common shares. With any additional sale or issuance of equity securities, investors will suffer dilution of their voting power and may experience dilution in ownership of the Issuer’s assets.
The Issuer believes it was a passive foreign investment company in 2022 which could have negative consequences for U.S. investors.
U.S. holders of our Common shares should be aware that we believe that for U.S. federal income tax purposes we were classified as a passive foreign investment company (“PFIC”) during the tax year ended December 31, 2022 and, based upon current business plans and financial expectations, we expect to be classified as a PFIC for the tax year ending December 31, 2023. Assuming the Issuer is a PFIC, then owners of the Common shares who are U.S. taxpayers generally will be required to treat any “excess distribution” received on their Common shares, or any gain realized upon a disposition of Common shares, as ordinary income and to pay an interest charge on a portion of such distribution or gain, unless the taxpayer makes a qualified electing fund (“QEF”) election or a mark-to-market election with respect to the Common shares. A U.S. taxpayer who makes a QEF election generally must report on a current basis its share of the Issuer’s net capital gain and ordinary earnings for any year in which the Issuer is classified as a PFIC, whether or not the Issuer distributes any amounts to its shareholders. U.S. investors should consult with their tax advisors for advice as to the U.S. tax consequences of an investment in the Common shares. For each tax year that we are a PFIC, we will make available the PFIC annual information statement as provided pursuant to Treasury Regulation Section 1.1295-1(g) on our website.
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| ITEM 5: | DIVIDENDS |
The Issuer has not paid any dividends since incorporation. Payment of dividends in the future is dependent upon the earnings and financial condition of the Issuer and other factors which the directors may deem appropriate at the time. However, the Issuer is not limited in any way in its ability to pay dividends on its Common shares other than to comply with solvency tests that apply to it under its governing corporate legislation.
| ITEM 6: | GENERAL DESCRIPTION OF CAPITAL STRUCTURE |
The Issuer is authorized to issue an unlimited number of Common shares without par value and an unlimited number of Preferred shares, issuable in series, of which at March 28, 2023, 81,643,678 Common shares were issued and outstanding and no Preferred shares were issued and outstanding.
The holders of the Common shares are entitled to receive notice of and to attend the vote at all meetings of the shareholders of the Issuer and each Common share confers the right to one vote in person or by proxy at all meetings of the shareholders of the Issuer. The holders of the Common shares, subject to the prior rights, if any, of the holders of any other class of shares of the Issuer, are entitled to receive such dividends in any financial year as the Board of Directors of the Issuer may by resolution determine. In the event of the liquidation, dissolution or winding-up of the Issuer, whether voluntary or involuntary, the holder of the Common shares are entitled to receive, subject to the prior rights, if any, of the holders of any other class of shares of the Issuer, the remaining property and assets of the Issuer.
The directors of the Issuer are authorized to create series of Preferred shares in such number and having such rights and restrictions with respect to dividends, rights of redemption, conversion or repurchase and voting rights as may be determined by the directors and shall have priority over the Common shares to the property and assets of the Issuer in the event of liquidation, dissolution or winding-up of the Issuer.
| ITEM 7: | MARKET FOR SECURITIES |
The Issuer’s Common shares are listed for trading through the facilities of the TSX under the symbol “SEA”, and on the NYSE under the symbol “SA”. During the Issuer’s most recently completed financial year, the high and low trading prices and trading volume (rounded up or down to the nearest 100) of the Issuer’s Common shares on the TSX and on the NYSE was as follows:
| 2022 | TSX | NYSE/AMEX | ||||
| Month | Volume | High (CDN$) |
Low (CDN$) |
Volume | High (US$) |
Low (US$) |
| January | 1,126,362 | 21.85 | 18.85 | 6,175,186 | 17.40 | 14.86 |
| February | 1,347,587 | 22.43 | 19.17 | 5,937,587 | 17.42 | 15.08 |
| March | 2,449,262 | 25.00 | 21.76 | 10,685,723 | 19.87 | 17.04 |
| April | 1,445,726 | 28.00 | 22.00 | 7,435,618 | 22.21 | 17.23 |
| May | 1,833,107 | 23.62 | 17.49 | 7,621,139 | 18.39 | 13.58 |
| June | 1,439,429 | 19.62 | 15.9 | 5,939,425 | 15.60 | 12.34 |
| July | 1,628,226 | 17.79 | 14.28 | 7,637,461 | 13.88 | 10.99 |
| August | 1,134,908 | 18.49 | 15.79 | 4,705,135 | 14.38 | 12.04 |
| September | 1,504,505 | 17.32 | 14.25 | 7,358,644 | 13.37 | 10.35 |
| October | 929,671 | 18.01 | 14.50 | 5,402,037 | 13.21 | 10.63 |
| November | 1,359,547 | 17.27 | 13.83 | 5,974,423 | 12.78 | 10.03 |
| December | 1,610,521 | 17.59 | 14.99 | 7,106,118 | 13.12 | 10.97 |
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| ITEM 8: | DIRECTORS AND OFFICERS |
The By-Laws of the Issuer provide for the election and retirement of directors. At each annual general meeting, all the directors retire and the Issuer elects a Board of Directors consisting of the number of directors fixed from time to time by the shareholders, subject to the Issuer’s Articles. If the election of directors is not held at the proper time, the incumbent directors shall continue in office until their successors are elected. The Issuer has a three member Audit Committee, a four member Corporate Governance and Nominating Committee, a four member Sustainability Committee, a three member Compensation Committee and a five member Technical Committee.
The Issuer adopted a Diversity Policy in 2019 and formally recognized that diversity combined with experience and perspective can contribute insights and promote sensitivities useful to the Board’s deliberations and to the management of the Issuer’s operations. Since that date it has made consistent progress in building diversity in the Issuer, including amongst management. Of the 10 directors in office, 3 are women representing 30% of the directors. Of the 11 executive officers of the Company, 3 are women representing 27.3% of the executive officers and one is an indigenous Canadian representing 9.1% of the executive officers. Of the 5 Board Committees, 2 are Chaired by women directors and 2 other Committees have 50% women members.
The names and municipalities of residence of the directors and officers of the Issuer, the positions held by them with the Issuer, their principal occupations for the past five years and their shareholdings in the Issuer as of March 15, 2023 are as follows:
| Name, Municipality of Residence and Position | Principal
Occupation or employment and, if not a previously elected director, occupation during the past 5 years |
Previous Service as a Director |
Number
of Common shares beneficially owned, or controlled or directed, directly or indirectly(6) |
| Trace
Arlaud (3) (5) Frisco, Colorado, USA Director |
CEO of IMB Inc. since 2019, Project Director - Mass Mining, JDS Energy and Mining, 2017-2019, Regional Director, Mining (USA &. Western Canada) & Associate. Hatch Associate Inc 2010-2017. | Since June 2021 | 9,000 |
| Rudi
P. Fronk Denver, Colorado, USA Chairman and CEO, Director |
Chairman and CEO, Seabridge Gold Inc. | Since October 1999 | 1,182,000 directly 30,000 indirectly |
| Eliseo
Gonzalez-Urien(2) (5) Ashland, Oregon, USA Director |
Senior Technical Advisor, Seabridge Gold Inc. Retired as Senior Vice President, Placer Dome Inc. in 2001. | Since January 2006 | 134,765 |
| Richard
Kraus (1) (2) Greenwood Village, Colorado, USA Director |
Executive Chairman of The RMH Group, Inc. since 2001 | Since December 2013 | 71,000 |
| Jay
Layman(4) (5) Jackson Hole, Wyoming, USA Director |
President and Chief Operating Officer, Seabridge Gold from June 2012 to July, 2022 | Since June 2012 | 33,400 |
| Melanie
Miller(4)(5) Crested Butte, Colorado, USA Director, Vice President, Chief Sustainability Officer |
Vice President, Chief Sustainability Officer, Seabridge, August 2022 to present, Director of Teck Highland Valley Copper Partnership, December 2021 to present General Manager, Hemlo Operations at Barrick Gold 2017 to 2018, Vice President, Supply Chain Management at Barrick Gold 2014 to 2018 | Since June, 2019 | 11,900 |
| Clem
Pelletier(4)(5) North Vancouver, B.C., Canada Director |
Senior Technical Advisor at ERM: Environmental Resources Management, Process Chemist/Metallurgist, founder and former CEO of Rescan Group Ltd. 1981 to September, 2012 | Since June, 2018 | 18,000 |
| John
Sabine(3) Toronto, Ontario, Canada Lead Director |
Retired as Counsel to Bennett Jones LLP in August 2020; Lead Director of Osisko Green Acquisitions Limited, former non-executive chair of Anvil Mining Limited, Meridian Mining UK S, and North American Nickel Inc. | Since June, 2014 | 25,000 directly 19,600 indirectly |
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| Gary
Sugar(1)(2)(3) Toronto, Ontario, Canada Director |
Retired in 2011 as a Managing Director at RBC Capital Markets, Director of Norzinc Ltd., former Director, Stillwater Mining Co., Osisko Mining Corp. and Romarco Minerals Inc. | Since May 13, 2016 | 31,500 |
| Carol
Willson(1)(3)(4) Toronto, Ontario, Canada Director |
President, Willson Advisory Inc. (consulting risk services), 2021 to present, Engagement Partner (Internal Audit co-sourcing, Operational Risk/Enterprise Risk and Internal Controls Projects), Ernst & Young, 1993 to 2021 | Since June 29, 2022 | 0 |
| Ryan
Hoel Tucson, Arizona, USA Senior Vice President, Chief Operating Officer |
Senior Vice President, Chief Operating Officer, Seabridge Gold, September 2021 to present, Vice President, Project Development, South32, September 2018 to September 2021, Vice President, Construction, Arizona Mining, July 2017 to September 2018 | N/A | 13,730 |
| R.
Brent Murphy Lake George, NB, Canada Senior Vice President, Environmental Affairs |
Senior Vice President, Environmental Affairs, Seabridge Gold since January 2020, Vice President, Environmental Affairs, Seabridge Gold since December 2010 | N/A | 50,330
directly 6,810 indirectly |
| C.
Bruce Scott West Vancouver, B.C., Canada Senior Vice President, General Counsel and Corporate Secretary |
Senior Vice President, General Counsel and Corporate Secretary, Seabridge Gold since January 2023, Vice President, Corporate Affairs and Corporate Secretary, Seabridge Gold from January 2012 to December 2018, President of CBCS Law Corporation, counsel to the Issuer, January 2012 to December 2018 | N/A | 79,933
directly 34,700 indirectly |
| William
E. Threlkeld Morrison, Colorado, USA Senior Vice President, Exploration |
Senior V.P., Exploration, Seabridge Gold since 2001 | N/A | 418,897 |
| Peter
Williams Aurora, Colorado, USA Senior Vice President, Technical Services |
Senior V.P., Technical Services, Seabridge Gold since July, 2013 | N/A | 40,750 |
| Tracey
Meintjes Oliver, B.C., Canada Vice President, Engineering Studies |
Vice President, Engineering Studies, Seabridge Gold since September 2021, Director and Principal Consultant, Moose Mountain Technical Services to September 2021 | N/A | 2924 |
| Elizabeth
Miller Smithers, B.C., Canada Vice President, Environment and Social Responsibility |
Vice President, Environment and Social Responsibility, Seabridge Gold since January, 2020; Environmental Co-ordinator, Seabridge Gold, since 2011 | N/A | 28,428
directly 2,200 indirectly |
| Julie
Rachynski Kamloops, B.C., Canada Vice President, Human Resources |
Vice President, Human Resources, Seabridge Gold since September 2021; Operations HR and Community Manager, New Gold March 2019-August 2021 Vice President, HR, New Gold, September 2017 – March 2019, HR Manager, New Gold May 2014 – August 2017 | N/A | 11,000 |
| Christopher
J. Reynolds Oakville, Ontario, Canada Vice President, Finance & CFO |
Vice President, Finance and Chief Financial Officer, Seabridge Gold since May 2011; Director of Paramount Gold Nevada Corp., since April 2015; Director of Mayfair Gold Corp. since November, 2020. | N/A | 163,131 |
| (1) | Member of the Audit Committee. |
| (2) | Member of the Compensation Committee. |
| (3) | Member of the Corporate Governance and Nominating Committee. |
| (4) | Member of the Sustainability Committee |
| (5) | Member of the Technical Committee. |
| (6) | Shares beneficially owned, directly or indirectly, or over which control or direction is exercise, as at March 15, 2023, based upon information furnished to the Corporation by individual directors. Unless otherwise indicated, such shares are held directly. |
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As of March 15, 2023, the directors and executive officers of the Issuer, as a group, hold 2,413,988 Common shares of the Issuer (excluding Common shares which may be acquired upon exercise of stock options and vesting of restricted share units held by them), representing 3.0% of the Issuer’s issued and outstanding shares.
The Issuer has adopted an Equity Ownership Policy under which its directors and executive officers are required to own, directly or indirectly, securities of the Issuer with a value that is a multiple of their annual retainer or salary. For the directors and the CEO, the multiple is 3, for the CFO and COO, the multiple is 2, for the Senior Vice Presidents the multiple is 1.5 and for Vice Presidents it is 1. In order to ensure that the Equity Ownership Policy has its desired effect, the Issuer has adopted an Anti-Hedging Policy that prohibits directors and the top executive officers from hedging the Company’s securities.
None of the Issuer’s directors or executive officers is, as at the date of this AIF, or has been, within ten years before the date of this AIF, a director, chief executive officer or chief financial officer of any company (including the Issuer) that:
| (a) | was subject to an Order (as defined below) that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or |
| (b) | was subject to an Order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer. |
“Order” means a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation and, in each case, that was in effect for a period of more than 30 consecutive days.
Other than as set forth below, none of the Issuer’s directors or executive officers or any shareholder holding a sufficient number of securities of the Issuer to affect materially the control of the Issuer:
| (a) | is, as at the date of this AIF or has been, within the ten years before the date of this AIF, a director or executive officer of any company, that while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangements or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or |
| (b) | has, within the ten years before the date of this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangements or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, officer or shareholder. |
Gedex Systems Inc. (“Gedex”), a Canadian private company of which Rudi P. Fronk and Eliseo Gonzalez-Urien were non-executive chairman and a director, respectively, was subject to an application made by FCMI Parent Co. to commence proceedings under the Companies’ Creditors Arrangement Act (Canada) (the “CCAA”) in respect of Gedex, among others, pursuant to an Initial Order of the Ontario Superior Court of Justice (Commercial List) (the “Court”) dated August 12, 2019. The Court subsequently granted a CCAA Termination Order on December 5, 2019 pursuant to which the Court approved the termination of the CCAA proceedings effective at the date and time on which Zeifman Partners Inc, as monitor (the “Monitor”) filed a Discharge Certificate with the Court. On December 23, 2019, the Monitor filed the Discharge Certificate with the Court.
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Nautilus Minerals Inc. (“Nautilus”), a Canadian reporting issuer of which Jay Layman was a non-executive director, filed for and was granted creditor protection under the CCAA. Mr. Layman and the other independent directors of Nautilus resigned on March 29, 2019 prior to Nautilus being delisted from the TSX on April 3, 2019. By order made August 13, 2019, the Supreme Court of British Columbia sanctioned and approved a plan of compromise, arrangement and reorganization dated July 23, 2019 pursuant to which Deep Sea Mining Finance Ltd., as buyer, acquired certain assets from Nautilus.
| ITEM 9: | AUDIT COMMITTEE INFORMATION |
The Issuer’s audit committee has a charter (The “Audit Committee Charter”) in the form attached to this AIF as Schedule “A”.
Composition of the Audit Committee
Each of the members of the Issuer’s Audit Committee is independent and financially literate, as those terms are defined in National Instrument 52-110 Audit Committees.
Relevant Education and Experience
A description of the education and experience of each audit committee member that is relevant to the performance of his or her responsibilities as an audit committee member is set out below.
Carol Willson (Audit Committee Chair)
Ms. Carol Willson retired from EY in 2021 after a 28-year career where she was engagement partner for Internal Audit of clients which included multi-year internal audit outsourced projects and related internal audit transformations and reviews, fraud investigations, and in various assurance and advisory capacities including capital projects, ESG, finance function-related improvements, and cybersecurity. During Ms. Willson’s career as an experienced internal audit and risk professional, she was retained to lead risk, internal audit and SOX functions for a variety of public corporations including several major mining companies. She served for three years as the global head of internal audit and SOX for Kinross Gold Corporation where her key audit areas included: supply chain, capital projects, procure to pay, ERP/cybersecurity, sustainability, budgeting & forecasting, fixed assets, and treasury. Ms Willson currently has her own consulting business where she serves as a senior risk advisor for clients. She holds a Batchelor of Arts degree from the University of Western Ontario and an MBA-Accounting degree from the University of Toronto.
Richard Kraus
Mr. Kraus is a Certified Public Accountant and an accomplished business leader with a broad range of experience as an investor, board director, senior executive and business consultant across multiple industries with an emphasis on mining and natural resources. From 1981-1997 he served in various senior executive roles (including CEO, COO and CFO) of Echo Bay Mines, a major gold mining company that was acquired by Kinross Gold Corporation in 2003. Mr. Kraus is currently Executive Chairman of The RMH Group, Inc., a privately owned engineering consulting firm with more than 100 employees. He is a graduate of LaSalle University in Business Administration.
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Gary Sugar
Mr. Sugar retired in 2011 from RBC Capital Markets after a distinguished 32-year career. He initially worked in the mining industry in exploration and corporate development for companies including Inco, Cominco, Rio Algom, and Imperial Oil (Exxon). Mr. Sugar joined a predecessor company to RBC Capital Markets in 1979. He specialized in the mining sector, particularly in equity and debt financings, mergers and acquisitions, and other advisory services for a wide range of Canadian and international mining companies. He was appointed a managing director in 1987, and led the mining practice for many years. Mr. Sugar was a director of Stillwater Mining Company until its acquisition by Sibanye Gold Limited in May, 2017, was a member of the Board of Directors of Osisko Mining Corporation from March 2012 until its acquisition in June, 2014, and also served on the Board of Directors of Romarco Minerals Inc. until its acquisition by OceanaGold on October 1, 2015. Mr. Sugar is currently a director of Norzinc Ltd. He holds a Bachelor of Science degree in Geology and an M.B.A. from the University of Toronto.
External Auditor Services Fees (by Category)
The aggregate fees billed by the Issuer’s external auditors in the following categories for the 12 months ended December 31, 2022 and 2021 are as follows:
| 2022 | 2021 | |||||||
| Audit Fees | $ | 755,275 | $ | 479,120 | ||||
| Audit Related Fees | 0 | 0 | ||||||
| Tax Fees | $ | 70,979 | 0 | |||||
| All Other Fees | 0 | 0 | ||||||
| Total | $ | 826,254 | $ | 479,120 | ||||
Pre-Approval of Audit and Non-Audit Services Provided by Independent Auditors
Pursuant to its responsibilities under the Audit Committee Charter, the Audit Committee has developed a practice under which audit and review services, specified audit-related services, certain permitted non-audit services and tax-related non-audit services are presented to the Audit Committee for pre-approval on an annual basis. Following the annual pre-approval, the Vice President, Finance and Chief Financial Officer of the Issuer oversees statutory audits and reviews and additional audit-related services and specified non-audit services, provided that the estimated fees for such services do not exceed specified dollar limits. Additional specified non-audit services that exceed the dollar limits and all additional non-audit services, including tax-related non-audit services, require the pre-approval of the Audit Committee.
| ITEM 10: | CONFLICTS OF INTEREST |
Certain of the Issuer’s directors and officers serve or may agree to serve as directors or officers of other reporting companies or have significant shareholdings in other reporting companies and, to the extent that such other companies may pursue business objectives similar to those which the Issuer may pursue, the directors of the Issuer may have a conflict of interest respecting such pursuits. Under the corporate laws applicable to the Issuer, the directors of the Issuer are required to act honestly, in good faith and in the best interests of the Issuer and to disclose all conflicts to the directors so that appropriate procedures may be established for the circumstances, including abstaining from voting or the establishment of special committees.
| ITEM 11: | LEGAL PROCEEDINGS AND REGULATORY ACTIONS |
In 2010 and 2011, the Issuer spent $56 million on the KSM Project. The Issuer applied for a BC Mineral Exploration Tax Credit (“BCMETC”) refund with respect to $42 million of these costs that it considered Canadian Exploration Expenses (“CEE”) under the relevant legislation. The Issuer received $8.5 million in refunds based on its application. Of the $42 million of spending on CEE that generated the refunds, the CRA has, upon completion of an audit, concluded that $15.8 million was not CEE and the Issuer received a notice of re-assessment demanding the Issuer return $3.1 million of the refunds. The Issuer believes the CRA’s interpretation of the applicable legislation unjustifiably narrows the scope of eligible CEE, which is described in the applicable legislation as expenditures incurred for the purpose of determining “the existence, location, extent, or quality of a mineral resource”. The Issuer objected to the re-assessment and has filed a Notice of Appeal with the Supreme Court in BC challenging the position of the CRA. The Department of Justice has responded to the Notice of Appeal and reiterated its position. The case is currently in discovery, with documents and information being exchanged between the parties. The Issuer intends to continue to fully defend its position as the expenditures meet the purpose test for CEE as defined in the Income Tax Act (BC). The CRA holds the full dollar amount in dispute.
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In early 2019, the Issuer received a notice from the CRA that, after completing its audit of the three years ended December 31, 2016, it intends to reduce the amount of expenditures the Issuer reported as CEE for such years. The Issuer has funded certain of its exploration activities, from time-to-time, with the proceeds of issuance of flow-through shares. The Issuer records and reports the expenditures it believes to be CEE and is obligated to renounce CEE to purchasers of flow-through shares in the amount of their flow-through share subscriptions and indemnify purchasers for additional tax payable by them due to the CRA reducing CEE renounced to them. The CRA reduced the amount of expenditures renounced to such purchasers as CEE by the Issuer in those years by approximately $19.1 million. The CRA’s decision resulted in a reassessment of the Issuer and the potential reassessment of each of the individual purchasers for the years in question. As with the matter described above relating to BCMETC, the Issuer believes the CRA’s interpretation of the applicable legislation is inconsistent with previous audits and unjustifiably narrows the scope of eligible CEE as defined in the applicable legislation. The Issuer has formally objected to its reassessment and is defending its position. The Issuer has been contacted by certain investors who subscribed for flow-through shares in 2013, 2014 and 2015 that the CRA has reassessed and CRA may reassess other investors with reduced CEE deductions. Notice of objections to the Issuer’s and investors’ reassessments have and will be filed as received and will be appealed to the courts should the notices of objection be denied. The Issuer 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 Issuer any refund of the amount deposited on their behalf upon resolution of the Issuer’s appeal. To date, the Issuer has deposited $9.3 million with the Receiver General on behalf of such investors. It is possible that additional investors may be reassessed, but the Issuer estimates the additional amount it may agree to deposit with the Receiver General on behalf of reassessed investors will not exceed $4.3 million.
Other than the foregoing two matters with the CRA, the Issuer is not a party to, and its properties were not the subject of, any material legal proceedings during the financial year ended December 31, 2022 and it does not know of any such proceedings that are contemplated.
There are no: (a) penalties or sanctions imposed against the Issuer by a court relating to securities legislation or by a securities regulatory authority during the Issuer’s most recent completed financial year and up to the date of this AIF; (b) other penalties or sanctions imposed by a court or regulatory body against the Issuer that would likely be considered important to a reasonable investor in making an investment decision; or (c) settlement agreements the Issuer entered into with a court relating to securities legislation or with a securities regulatory authority during the Issuer’s most recently completed financial year and up to the date of this AIF.
| ITEM 12: | INFORMATION TECHNOLOGY AND CYBERSECURITY |
The Issuer’s operations depend upon the availability, capacity, reliability, and security of its information technology (IT) infrastructure, and its ability to expand and update this infrastructure as required, to conduct daily operations. In 2022, Seabridge hired a dedicated Director of Information Technology, who is located at the Issuer’s office in Toronto, Canada. He reports to the Vice-President, Finance and Chief Financial Officer, who reports on IT matters to the Audit Committee of the Board of Directors at least annually.
Seabridge relies on various IT systems in all areas of its operations, including financial reporting, contract management, exploration and development data analysis and other operational activities, human resource management, regulatory compliance and communications with employees and third parties. These IT systems could be subject to network disruptions caused by a variety of sources. As such, Seabridge conducts regular maintenance, updates and replacement of networks, equipment, IT systems and software, as well as pre-emptive work and redundancies to mitigate the risks or magnitude of failures, if any. In addition, Seabridge’s IT systems and software are protected by various tools including, but not limited to, anti-virus systems, firewalls, password requirements including multi-factor authentication, and e-mail filtering solutions. An independent cybersecurity review of access to information and other security protocols around the Company’s IT systems was undertaken in 2020. This cybersecurity review, among other items, verifies all employees’ ability to recognize potentially malicious emails or other communications that could enable an intruder to download malware onto the Company’s systems leading to the potential circumventing of the Company’s cybersecurity protocols and to potentially steal or hold ransom Company data. The Issuer has planned a penetration review by a third-party consultant in the second quarter of 2023 and planned IT training sessions for its personnel later in the year.
During the last three years the Issuer has not experienced any material losses relating to cyber-attacks or other information security breaches.
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| ITEM 13: | INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS |
No director, executive officer or person or company that beneficially owns, or controls or directs, directly or indirectly, more than 10% of the Issuer’s outstanding Common shares, or any associate or affiliate of the foregoing, has had any material interest, direct or indirect, in any transaction within the three most recently completed financial years or during the current financial year prior to the date of this AIF that has materially affected or is reasonably expected to materially affect the Issuer.
| ITEM 14: | TRANSFER AGENTS AND REGISTRARS |
The registrar and transfer agent for the Common shares is Computershare Investor Services Inc. at its principal office at 100 University Avenue, 9th floor, Toronto, Ontario, Canada M5J 2Y1 and co-transfer points at 510 Burrard Street, Vancouver, British Columbia, Canada V6C 3B9 and Computershare Trust Company, N.A., at 350 Indiana Street, Suite 800, Golden, Colorado, USA 80401.
| ITEM 15: | MATERIAL CONTRACTS |
The Issuer and KSMCo entered into a Subscription Agreement dated February 25, 2022, with Sprott Private Resource Streaming and Royalty (B) Corp. (“Sprott”) and Ontario Teachers Pension Plan (for which Sprott acted as agent), under which Sprott agreed to purchase, and KSMCo agreed to sell, a secured note (the “Note”) to Sprott and the Issuer agreed to sell a Contingent Right to Sprott, for US$225,000,000. The transaction was completed on March 24, 2022. Unless redeemed by Sprott at an earlier date under to the terms of the Note, upon repayment of the principal due under the Note at maturity Sprott is obligated to use the principal to purchase a 60% gross silver royalty (the “Silver Royalty”) on the KSM Project. The proceeds of sale of the Note must be used by KSMCo to continue ongoing physical works at the KSM Project to advance the KSM Project towards a designation of “substantially started”.
The principal terms of the Note and gross silver royalty include:
| (a) | The Note matures on the date (the “Maturity Date”) that is the first to occur of: |
| (i) | commercial production being achieved at the KSM Project; and |
| (ii) | either March 24, 2032, or, if the environmental assessment certificate (“EAC”) expires and Sprott does not exercise its right to put the Note to KSMCo (described below), March 24, 2035. |
| (b) | Prior to the Maturity Date, the Note bears interest at 6.5% per annum, payable quarterly in arrears. KSMCo can elect to satisfy interest payments in cash or by having the Issuer issue common shares of equivalent value under the Contingent Right. |
| (c) | KSMCo has the option to buy back 50% of the Silver Royalty, once purchased by Sprott, on or before 3 years after commercial production has been achieved, for an amount that provides Sprott a minimum guaranteed annualized return. |
| (d) | 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 Note back to KSMCo for US$232.5 million, with KSMCo able to pay such amount in cash or by having the Issuer issue common shares under the Contingent Right, at KSMCo’s option. This put right expires once such project financing is in place. If Sprott exercises this put right, its right to purchase the Silver Royalty terminates. |
| (e) | If the KSM Project’s EAC expires at any time while the Note is outstanding, Sprott can put the Note back to KSMCo for US$247.5 million at any time over the following nine months, with KSMCo able to satisfy the put in cash or by having the Issuer issue common shares under the Contingent Right, at KSMCo’s option. If Sprott exercises this put right, Sprott’s right to purchase the Silver Royalty terminates. |
| (f) | If commercial production is not achieved at the KSM Project prior to March 24, 2032, the Silver Royalty payable to Sprott will increase to a 75% gross silver royalty (if the EAC expires during the term of the Note and the corresponding put right is not exercised, this increase in the royalty percentage will occur at March 24, 2035). |
| (g) | No amount payable may be paid in common shares of the Issuer if, after the payment, Sprott would own more than 9.9% of the Issuer’s outstanding shares. |
| (h) | KSMCo’s obligations under the Note is secured by a charge over all of the assets of KSMCo and a limited recourse guarantee from the Issuer secured by a pledge of the shares of KSMCo. |
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The Issuer entered into a Facilities Agreement with BC Hydro on February 28, 2022 under which BC Hydro will design and construct the TCT, which will permit the Issuer to draw hydro power for its KSM Project from the Northwest Transmission Line Under the Facilities Agreement, the Issuer must pay BC Hydro for the work to be performed at an estimated cost of $83.1 million, of which $28.9 million was paid by April 1, 2022, a further $43.7 million was paid on January 10, 2023 and the remaining $10.6 million is due by December 31, 2023. BC Hydro has advised that it now expect this work to be completed in mid 2025.
Other than the Subscription Agreement described above, the Issuer is not a party to a material contract that was not entered into in the ordinary course of its business or that is otherwise required to be filed under section 12.2 of National Instrument 51-102 (“NI 51-102”) at the time this AIF is filed or would be required to be filed under section 12.2 of NI 51-102 at the time this AIF is filed but for the fact that it was previously filed.
| ITEM 16: | INTERESTS OF EXPERTS |
None of Hassan Ghaffari, Dr. John Huang, Henry Kim, Jim Gray, W.N. Brazier, Rolf Schmitt, David Willms, Derek Kinakin, and Ross Hammett, each being persons who have been named as having prepared or participated in preparing reports relating to the Issuer’s mineral properties referred to in this AIF or otherwise filed under NI 51-102 by the Issuer during, or relating to, the Issuer’s most recently completed financial year or during the period thereafter to the date of this AIF, or any director, officer, employee or partner thereof, as applicable, holds, received or has received a direct or indirect interest in the property of the Issuer or of any associate or affiliate of the Issuer. To the Issuer’s knowledge, as at the dates of their respective reports, the aforementioned persons, and the directors, officers, employees and partners, as applicable, of each of the aforementioned companies and partnerships beneficially own, directly or indirectly, in total, less than one percent of the securities of the Issuer and none of them have received securities of the Issuer from the Issuer since such dates.
Neither the aforementioned persons, nor any director, officer, employee or partner, as applicable, of the aforementioned companies or partnerships, are currently expected to be elected, appointed or employed as a director, officer or employee of the Issuer or of any associate or affiliate of the Issuer.
The auditors of the Issuer are KPMG LLP of Toronto, Ontario, Canada. KPMG LLP have confirmed that they are independent with respect to the Issuer with the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations, and also that they are independent accountants with respect to the Issuer under all relevant US professional and regulatory standards.
| ITEM 17: | ADDITIONAL INFORMATION |
Additional information relating to the Issuer may be found on SEDAR at www.sedar.com. The information available at www.sedar.com includes copies of the full text of all of the technical reports prepared for the Issuer in respect of the Issuer’s properties described herein.
Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of the Issuer’s securities, and securities authorized for issuance under equity compensation plans, where applicable, is contained in the Issuer’s Information Circular for its most recent annual general meeting of securityholders that involved the election of directors.
Additional financial information is provided in the Issuer’s consolidated financial statements and management’s discussion and analysis for the Issuer’s most recent completed financial year.
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SCHEDULE A
AUDIT COMMITTEE CHARTER
The Audit Committee is established to assist the Board of Directors in fulfilling its oversight responsibilities relating to:
| ● | the integrity and adequacy of the Company’s financial statements reporting, |
| ● | the effectiveness of the Company’s internal controls over financial reporting, |
| ● | accounting policies and procedures used by management, |
| ● | the Company’s compliance with legal and regulatory requirements related to financial reporting, |
| ● | the independent auditor’s qualifications and independence, and |
| ● | assessing the performance of the Company’s financial management and of the independent auditor. |
Specifically, the Committee:
| (a) | reviews the annual statements of the Corporation and makes recommendations to the Board with respect to these statements, |
| (b) | reviews the quarterly financial statements and makes recommendations to the Board with respect to these statements, |
| (c) | reviews all prospectuses, offering circulars, and similar documents, |
| (d) | oversees the adequacy and accuracy of the Corporation’s financial disclosure policies and obligations, |
| (e) | reviews significant accounting policies and estimates, |
| (f) | satisfies themselves from discussions with and/or reports from management and the internal controls function and reports from the external auditors, that the Corporation’s internal controls, financial systems and procedures, and management information systems are appropriate and that internal controls identified are operating effectively, |
| (g) | reviews and pre-approves on an annual basis specified dollar limits for management for all audit and non-audit services provided by the Company’s external auditor. Any additional services that exceed the dollar limits require the pre-approval of the Audit Committee. |
| (h) | meets with the Corporation’s auditors to review audit, financial reporting, and other pertinent matters and to review their recommendations to management, |
| (i) | recommends the appointment of auditors and reviews the terms of the audit engagement and the appropriateness of the proposed fee, |
| (j) | reviews through discussion or by way of a formal document the plan for the annual audit with the auditors and management, |
| (k) | evaluates the performance of the auditors, |
| (l) | confirms the independence of auditors, including the review and approval of the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former auditor of the Corporation. |
| (m) | establishes procedures for the receipt, retention and treatment of complaints received regarding accounting, internal accounting controls or auditing matters, and |
| (n) | establishes procedures for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. |
The Audit Committee meets at a minimum, quarterly and on such other occasions as required. The auditors are invited to attend the meetings.
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Exhibit 99.2
SEABRIDGE GOLD INC.
CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 2022 and 2021
Management’s Responsibility for Financial Statements
The accompanying consolidated financial statements have been prepared by management in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. Financial statements include certain amounts based on estimates and judgments. When an alternative method exists under IFRS, management has chosen a policy it deems most appropriate in the circumstances in order to ensure that the consolidated financial statements are presented fairly, in all material respects, in accordance with IFRS.
The Company maintains adequate systems of internal controls. Such systems are designed to provide reasonable assurance that transactions are properly authorized and recorded, the Company’s assets are appropriately accounted for and adequately safeguarded and that the financial information is relevant and reliable.
The Board of Directors of the Company is responsible for ensuring that management fulfills its responsibilities for financial reporting and is ultimately responsible for reviewing and approving the consolidated financial statements and the accompanying management’s discussion and analysis. The Board of Directors carries out this responsibility principally through its Audit Committee.
The Audit Committee is appointed by the Board of Directors and all of its members are non-management directors. The Audit Committee meets periodically with management and the external auditors to discuss internal controls, auditing matters and financial reporting issues, and to satisfy itself that each party is properly discharging its responsibilities. The Audit Committee also reviews the consolidated financial statements, management’s discussion and analysis, the external auditors’ reports, examines the fees and expenses for audit services, and considers the engagement or reappointment of the external auditors. The Audit Committee reports its findings to the Board of Directors for its consideration when approving the consolidated financial statements for issuance to the shareholders. KPMG LLP, the external auditors, have full and free access to the Audit Committee.
| /s/ Rudi P. Fronk | /s/ Christopher J. Reynolds | |
| Rudi P. Fronk | Christopher J. Reynolds | |
| Chairman & CEO | Vice President, Finance and Chief Financial Officer | |
| March 30, 2023 | March 30, 2023 |
 |
KPMG LLP Bay Adelaide Centre 333 Bay Street, Suite 4600 Toronto, ON M5H 2S5 |
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of Seabridge Gold Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial position of Seabridge Gold Inc. (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive income (loss), changes in shareholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and its financial performance and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 30, 2023 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
2023
KPMG LLP, an Ontario limited liability partnership and a member firm of the KPMG global organization of independent
member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.
Page 3
Valuation of secured note liability
As discussed in Note 12 to the consolidated financial statements, the Company signed a definitive agreement to sell a secured note for US$225 million. As discussed in Note 3(c)(ii) to the consolidated financial statements, the Company measures the fair value of its secured note liability using a discounted cash flow model with a Monte Carlo simulation. Key assumptions into this model include future silver prices, discount rates, forecasted silver production, and probabilities of Environmental Assessment Certificate (“EAC”) expiry, achieving commercial production and securing project financing. Changes to these inputs and assumptions could have a significant impact on the measurement of the secured note liability. There is significant estimation uncertainty with respect to the application of the key assumptions in determining the fair value of the secured note liability. As discussed in Note 12 to the consolidated financial statements, the fair value of the Company’s secured note liability at inception was $282.3 million and the fair value at December 31, 2022 was $263.5 million.
We identified the determination of the fair value of the secured note liability as a critical audit matter. Significant auditor judgment was required to assess the method and model used to determine the fair value of the secured note liability and to assess certain key assumptions of forecasted silver production, future silver prices and the discount rate used to determine the fair value.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s process to determine the fair value of the secured note liability. This included controls over the selection of the method and model and over the development and selection of the significant assumptions. We assessed the competence, capabilities and objectivity of the Company’s personnel who prepared the estimates of mineral reserves and resources, including the industry and regulatory standards they applied. We compared forecasted silver production to the Company’s filed technical report. We involved valuation professionals with specialized skills and knowledge who assisted in:
| ● | evaluating the method and model used to determine the fair value by comparing the method and model applied to generally acceptable methods for similar instruments and recalculating the fair value using the Company’s model; |
| ● | evaluating the estimated future silver prices by performing an independent recalculation using data obtained from third party estimates and sources; |
| ● | evaluating the discount rate by comparing the Company’s assumption to information derived from publicly available third party sources. |
/s/ KPMG LLP
Chartered Professional Accountants, Licensed Public Accountants
We have served as the Company’s auditor since 2002.
Toronto, Canada
March 30, 2023
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|
KPMG LLP |
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of Seabridge Gold Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Seabridge Gold Inc.’s (the Company) internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive income (loss), changes in shareholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements), and our report dated March 30, 2023 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, appearing under the heading Internal Control over Financial Reporting in Management’s Discussion and Analysis for the year ended December 31, 2022. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Chartered Professional Accountants, Licensed Public Accountants
Toronto, Canada
March 30, 2023
2023
KPMG LLP, an Ontario limited liability partnership and a member firm of the KPMG global organization of independent
member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.
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SEABRIDGE GOLD INC.
Consolidated Statements of Financial Position
(Expressed in thousands of Canadian dollars)
| December 31, | December 31, | |||||||||
| Note | 2022 | 2021 | ||||||||
| Assets | ||||||||||
| Current assets | ||||||||||
| Cash and cash equivalents | 4 | $ | $ | |||||||
| Short-term deposits | 4 | |||||||||
| Amounts receivable and prepaid expenses | 5 | |||||||||
| Investment in marketable securities | 6 | |||||||||
| Convertible notes receivable | 7 | |||||||||
| Non-current assets | ||||||||||
| Investment in associate | 6 | |||||||||
| Convertible notes receivable | 7 | - | ||||||||
| Long-term receivables and other assets | 8 | |||||||||
| Mineral interests, property and equipment | 9 | |||||||||
| Reclamation deposits | 11 | |||||||||
| Total assets | $ | $ | ||||||||
| Liabilities and shareholders’ equity | ||||||||||
| Current liabilities | ||||||||||
| Accounts payable and accrued liabilities | 10 | $ | $ | |||||||
| Flow-through share premium | 13 | |||||||||
| Lease obligations | ||||||||||
| Provision for reclamation liabilities | 11 | |||||||||
| Non-current liabilities | ||||||||||
| Secured note | 12 | |||||||||
| Deferred income tax liabilities | 18 | |||||||||
| Lease obligations | ||||||||||
| Provision for reclamation liabilities | 11 | |||||||||
| Total liabilities | ||||||||||
| Shareholders’ equity | 13 | |||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||||
Subsequent events (Notes 4, 6, 7, 13, and 19), commitments and contingencies (Note 19)
The accompanying notes form an integral part of these consolidated financial statements.
These financial statements were approved by the Board of Directors and were signed on its behalf:
| /s/ Rudi P. Fronk | /s/ Carol Willson | |
| Rudi P. Fronk | Carol Willson | |
| Director | Director |
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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)
| Year ended December 31, | ||||||||||
| Note | 2022 | 2021 | ||||||||
| Remeasurement of secured note | 12 | $ | $ | |||||||
| Gain on disposition of mineral interests | 13 | |||||||||
| Corporate and administrative expenses | 16 | ( | ) | ( | ) | |||||
| Impairment of investment in associate | 6 | ( | ) | |||||||
| Equity loss of associate | 6 | ( | ) | ( | ) | |||||
| Other income - flow-through shares | 13 | |||||||||
| Environmental rehabilitation expense | 11 | ( | ) | ( | ) | |||||
| Unrealized gain (loss) on convertible notes receivable | 7 | ( | ) | |||||||
| Foreign exchange gain (loss) | ( | ) | ||||||||
| Finance costs, interest expense and other income | ( | ) | ( | ) | ||||||
| Interest income | ||||||||||
| Earnings before income taxes | ||||||||||
| Income tax expense | 18 | ( | ) | ( | ) | |||||
| Net earnings (loss) for the year | $ | ( | ) | $ | ||||||
| Other comprehensive income (loss) | ||||||||||
| Items that will not be reclassified to net income or loss | ||||||||||
| Remeasurement of secured note | $ | $ | ||||||||
| Change in fair value of marketable securities | ( | ) | ||||||||
| Tax impact | ( | ) | ||||||||
| Total other comprehensive income (loss) | ( | ) | ||||||||
| Comprehensive income (loss) for the year | $ | ( | ) | $ | ||||||
| Weighted average number of common shares outstanding | ||||||||||
| Basic | 13 | |||||||||
| Diluted | 13 | |||||||||
| Earnings (loss) per common share | ||||||||||
| Basic | 13 | $ | ( | ) | $ | |||||
| Diluted | 13 | $ | ( | ) | $ | |||||
The accompanying notes form an integral part of these consolidated 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)
| Number of Shares | Share Capital | Warrants | Stock-based Compensation | Contributed Surplus | Deficit | Accumulated Other Comprehensive Gain (Loss) | Total Equity | |||||||||||||||||||||||||
| As at December 31, 2021 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||
| Share issuance - At-The-Market offering | ||||||||||||||||||||||||||||||||
| Share issuance - Private placement | ||||||||||||||||||||||||||||||||
| Share issuance - Options exercised | ( | ) | ||||||||||||||||||||||||||||||
| Share issuance - RSUs vested | ( | ) | ||||||||||||||||||||||||||||||
| Share issuance costs | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Deferred tax on share issuance costs | - | |||||||||||||||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||||||||||||||
| Expired options | - | ( | ) | |||||||||||||||||||||||||||||
| Other comprehensive income | - | |||||||||||||||||||||||||||||||
| Net loss for the year | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| As at December 31, 2022 | $ | $ | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||
| As at December 31, 2020 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||
| Share issuance - At-The-Market offering | ||||||||||||||||||||||||||||||||
| Share issuance - Private placement | ||||||||||||||||||||||||||||||||
| Share issuance - Options exercised | ( | ) | ||||||||||||||||||||||||||||||
| Share issuance – Other | ( | ) | ||||||||||||||||||||||||||||||
| Share issuance - RSUs vested | ( | ) | ||||||||||||||||||||||||||||||
| Share issuance costs | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Deferred tax on share issuance costs | - | |||||||||||||||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||||||||||||||
| Expired options | - | ( | ) | |||||||||||||||||||||||||||||
| Other comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Net income for the year | - | |||||||||||||||||||||||||||||||
| As at December 31, 2021 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||
The accompanying notes form an integral part of these consolidated financial statements.
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SEABRIDGE GOLD INC.
Consolidated Statements of Cash Flows
(Expressed in thousands of Canadian dollars)
| Year ended December 31, | ||||||||
| 2022 | 2021 | |||||||
| Operating Activities | ||||||||
| Net income (loss) | $ | ( | ) | $ | ||||
| Adjustment for non-cash items: | ||||||||
| Remeasurement gain on secured note | ( | ) | ||||||
| Gain on disposition of mineral interests | ( | ) | ||||||
| Environmental rehabilitation expense | ||||||||
| Stock-based compensation | ||||||||
| Other income - flow-through shares | ( | ) | ( | ) | ||||
| Income tax expense | ||||||||
| Unrealized foreign exchange loss | ||||||||
| Other non-cash items | ( | ) | ||||||
| Adjustment for cash items: | ||||||||
| Environmental rehabilitation disbursements | ( | ) | ( | ) | ||||
| Changes in working capital items: | ||||||||
| Amounts receivable and prepaid expenses | ( | ) | ( | ) | ||||
| Accounts payable and accrued liabilities | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Investing Activities | ||||||||
| Investment in short-term deposits | ( | ) | ( | ) | ||||
| Redemption of short-term deposits | ||||||||
| Mineral interests, property and equipment | ( | ) | ( | ) | ||||
| Interest paid | ( | ) | ||||||
| Long-term receivables and other assets | ( | ) | ( | ) | ||||
| Investment in reclamation deposits | ( | ) | ( | ) | ||||
| Cash proceeds from disposition of mineral interests | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Financing Activities | ||||||||
| Secured note | ||||||||
| Share issuance net of costs | ||||||||
| Exercise of options | ||||||||
| Exercise of warrants | ||||||||
| Payment of lease liabilities | ( | ) | ( | ) | ||||
| Net cash from financing activities | ||||||||
| Effects of exchange rate fluctuation on cash and cash equivalents | ( | ) | ||||||
| Net increase (decrease) in cash and cash equivalents during the year | ( | ) | ||||||
| Cash and cash equivalents, beginning of the year | ||||||||
| Cash and cash equivalents, end of the year | $ | $ | ||||||
The accompanying notes form an integral part of these consolidated financial statements.
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SEABRIDGE GOLD INC.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2022 and 2021
| 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 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 preparation |
| A. | Statement of compliance |
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). These financial statements were authorized for issuance by the Board of Directors of the Company on March 30, 2023.
| B. | Basis of consolidation |
| (i) | Subsidiaries |
Subsidiaries are entities over which the Company has control. Control over an entity exists when the Company is exposed or has rights to returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are deconsolidated from the date on which control ceases.
Business acquisitions are accounted for using the acquisition method whereby acquired assets and liabilities are recorded at fair value as of the date of acquisition with the excess of the purchase consideration over such fair value being recorded as goodwill and allocated to cash generating units. Non-controlling interest in an acquisition may be measured at either fair value or at the non-controlling interest’s proportionate share of the fair value of the acquiree’s net identifiable assets.
If the fair value of the net assets acquired exceeds the purchase consideration, the difference is recognized immediately as a gain in the consolidated statement of operations and comprehensive income (loss).
Where a business combination is achieved in stages, previously held non-controlling equity interests in the acquiree are re-measured at acquisition-date fair value and any resulting gain or loss is recognized in the consolidated statement of operations and comprehensive income (loss) or other comprehensive income, as appropriate. Acquisition related costs are expensed during the period in which they are incurred, except for the cost of debt or equity instruments issued in relation to the acquisition which is included in the carrying amount of the related instrument. Certain fair values may be estimated at the acquisition date pending confirmation or completion of the valuation process. Where provisional values are used in accounting for a business combination, they may be adjusted retrospectively during the measurement period. However, the measurement period will not exceed one year from the acquisition date.
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| (ii) | Associates |
An
associate is an entity over which the Company has significant influence but not control nor joint control.
| 3. | Significant accounting policies |
The significant accounting policies used in the preparation of these consolidated financial statements are described below.
| A. | Basis of measurement |
The consolidated financial statements have been prepared on the historical cost basis, except certain financial instruments described in note “M”, which are measured at fair value.
| B. | Translation of foreign currencies |
These consolidated financial statements are presented in Canadian dollars, which is the Company’s, and each of its subsidiaries’, functional currency.
Foreign currency transactions are translated into Canadian dollars using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in the consolidated statement of operations and comprehensive income (loss).
Monetary assets and liabilities of the Company denominated in a foreign currency are translated into Canadian dollars at the rate of exchange at the statement of financial position date. Non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at average exchange rates prevailing during the period. Exchange gains and losses are included in the determination of profit or loss for the year.
| C. | Critical accounting judgments and estimation uncertainty |
In applying the Company’s accounting policies in conformity with IFRS, management is required to make judgments, estimates and assumptions about the carrying amounts of certain assets and liabilities. These estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
| (i) | Critical accounting judgments |
The following are the critical judgments that the Company has made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements (refer to appropriate accounting policies for details).
Mineral reserves and resources
To calculate reserves and resources, the Company uses assumptions and evaluates technical, economic and geological conditions for each ore body. Measured grade of the ore and geotechnical considerations can have a significant effect on the carrying value of mineral properties and therefore the recoverability of costs. Future market prices for gold and copper and other commodities are also factored into valuation models. Changes to these factors can affect the recoverability of mineral properties and impairment.
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Impairment of mineral interests
Mineral interests are tested for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. When an indication of impairment exists, and the carrying amount of the mineral interest exceeds its estimated recoverable amount, the carrying value is written down to the recoverable amount and the loss is recognized in the statement of operations and comprehensive income (loss).
Reclamation Liabilities
The Company records legal and constructive obligations required to restore locations in the period in which the obligation is incurred with a corresponding increase in the carrying amount of the related property. For closed mines, changes to obligations are charged directly to the statement of operations and comprehensive income (loss).
| (ii) | Key sources of estimation uncertainty |
Mineral properties
The recoverability of the carrying value of mineral properties and associated deferred exploration expenses is based on market conditions for minerals, underlying mineral resources associated with the properties and future costs that may be required for ultimate realization through mining operations or by sale. The Company is in an industry that is dependent on a number of factors including environmental, legal and political risks, the existence of economically recoverable reserves, the ability of the Company and its subsidiaries to obtain necessary financing to complete the development, and future profitable production or the proceeds of disposition thereof.
Secured note liability
The Company measures the fair value of its secured note liability using a discounted cash flow model with a Monte Carlo simulation. Key assumptions into this model include future silver prices, discount rates, forecasted silver production, and probabilities of Environmental Assessment Certificate (“EAC”) expiry, achieving commercial production and securing project financing. Changes to these inputs and assumptions could have a significant impact on the measurement of the secured note liability. There is significant estimation uncertainty with respect to the application of the key assumptions in determining the fair value of the secured note liability. Refer to Note 12 for further information.
Reclamation Liabilities
The provision for asset retirement obligations is the best estimate of the present value of the future costs of reclaiming the environment that has been subject to disturbance through exploration activities or historical mining activities. The Company uses assumptions and evaluates technical conditions for each project that have inherent uncertainties, including changes to laws and practices and changes in the status of the site from time-to-time. The timing and cost of the rehabilitation is also subject to uncertainty. For the closed sites, these changes, if any, and changes in discount rates are charged directly to the consolidated statement of operations and comprehensive income (loss). The periodic unwinding of the discount is recognized in income as accretion expense included in finance costs in the consolidated statement of operations and comprehensive income (loss).
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Contingencies
The Company funds certain of its exploration expenditures, from time-to-time, with the proceeds from the issuance of flow-through shares and renounces, to subscribers, the expenditures which it determines to be Canadian Exploration Expenses (“CEE”). The Canada Revenue Agency (“CRA”) has disputed the eligibility of certain types of expenditures within the years 2014 to 2016. The Company strongly disagrees with their position and intends to fully defend the Company’s tax filings. No provision has been recorded related to the contingent taxes as the Company does not consider it probable that there will ultimately be an amount payable.
| D. | Mineral interests, property and equipment |
| (i) | Mineral interests |
Mineral resource properties are carried at cost. The Company considers exploration and development costs and expenditures to have the characteristics of property and equipment and, as such, the Company capitalizes all exploration costs, which include acquisition costs, advance royalties, holding costs, field exploration and field supervisory costs and all costs associated with exploration and evaluation activities relating to specific properties as incurred, until those properties are determined to be economically viable for mineral production. General and administrative costs are only included in the measurement of exploration and evaluation costs where they are related directly to activities in a particular area of interest. The fair value of any recoveries from the disposition or optioning of a mineral property is credited to the carrying value of mineral properties.
Once a project has been established as commercially viable and technically feasible, related development expenditures are capitalized. This includes costs incurred in preparing the site for mining operations. Capitalization ceases when the mine is capable of operating as intended by management.
The actual recoverable value of capitalized expenditures for mineral properties and deferred exploration costs will be contingent upon the discovery of economically viable reserves and the Company’s financial ability at that time to fully exploit these properties or determine a suitable plan of disposition.
When a decision is made to proceed with development in respect of a particular area of interest, the relevant exploration and evaluation asset is tested for impairment, reclassified to development properties, and then amortized over the life of the reserves associated with the area of interest once mining operations have commenced.
| (ii) | Construction in progress |
Construction in progress includes power infrastructure, camps, bridges, and roads related to early infrastructure development at KSM. Costs are not depreciated until the underlying assets are ready for use as intended by management.
| (iii) | Equipment |
Equipment located at project site are earth moving equipment, vehicles and other equipment used in the early infrastructure development at KSM. To the extent that the Company utilizes its own equipment for the activities which are capitalized for the mineral properties or the construction in progress, the associated depreciation is capitalized to those assets.
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| (iv) | Capitalized borrowing costs |
Borrowing costs are capitalized and allocated specifically to qualifying assets when funds have been borrowed, either to specifically finance a project or for general borrowings during the period of construction. Qualifying assets are defined as assets that require more than nine months to be brought to the location and condition intended by management. Capitalization of borrowing costs ceases when such assets are ready for their intended use.
| E. | Depreciation |
Effective
from the point an asset is available for its intended use, property and equipment are depreciated using the straight-line method over
the estimated economic life of the asset. Estimated useful lives normally vary from
Residual values, useful lives and depreciation methods are reviewed at least annually and adjusted if appropriate. The impact of changes to the estimated useful lives, depreciation method or residual values is accounted for prospectively.
| F. | Leasing arrangements |
Leases are recognized as a right-of-use (“ROU”) asset and a corresponding liability at the date at which the leased asset is available for use by the Company. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease period. The ROU asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. Payments associated with short-term leases and leases of low-value assets are recognized on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less.
| G. | Impairment and reversal of impairment |
| (i) | Financial assets |
Financial assets measured at amortized cost are reviewed for impairment at each reporting date to determine whether there is any objective evidence of impairment. A financial asset is considered to be impaired if objective evidence, that can be estimated reliably, indicates that one or more events have had a negative effect on the estimated future cash flows of that asset.
An impairment charge in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the original effective interest rate.
A prior period impairment charge is reviewed for possible reversal of impairment whenever an event or change in circumstance indicates the impairment may have reversed. If it has been determined that the impairment has reversed, the carrying amount of the asset is increased to its recoverable amount to a maximum of the carrying amount that would have been determined had no impairment charge been recognized in prior periods. Impairment charge reversals are recognized in the Consolidated statement of operations and comprehensive income (loss).
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| (ii) | Non-financial assets |
The carrying value of the Company’s mineral interests is assessed for impairment when indicators of such impairment exist. Indicators may include the loss of the right to explore in the area; the Company deciding not to continue exploring or incur substantial additional expenditures on the project; or it is determined that the carrying amount of the project is unlikely to be recovered by its development or sale. If any indication of impairment exists, an estimate of the asset’s recoverable amount is calculated to determine the extent of the impairment loss, if any. The recoverable amount is determined as the higher of the fair value less costs of disposal for the asset and the asset’s value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
Impairment is determined on an asset by asset basis, whenever possible. If it is not possible to determine impairment on an individual asset basis, then impairment is considered on the basis of a cash generating unit (“CGU”). CGUs represent the lowest level for which there are separately identifiable cash inflows that are largely independent of the cash flows from other assets or other group of assets.
If the carrying amount of the asset exceeds its recoverable amount, the asset is impaired, and an impairment loss is charged immediately to comprehensive loss within the consolidated statements of operations and comprehensive income (loss) so as to reduce the carrying amount to its recoverable amount.
An assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Company makes an estimate of the recoverable amount.
A previously recognized impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. If this is the case, the carrying amount of the asset is increased to its recoverable amount. The increased amount cannot exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the consolidated statements of operations and comprehensive income (loss).
| H. | Reclamation liabilities |
Provisions for environmental restoration are recognized when: (i) the Company has a present legal or constructive obligation as a result of past exploration, development or production events; (ii) it is probable that an outflow of resources will be required to settle the obligation; and (iii) the amount can be reliably estimated. Provisions do not include obligations which are expected to arise from future disturbance.
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation incorporating risks specific to the obligation using a pre-tax rate that reflects current market assessments of the time value of money. When estimates of obligations are revised, the present value of the changes in obligations is recorded in the period by a change in the obligation amount and a corresponding adjustment to the carrying amount of the related property. For locations where mining activities have ceased, the changes to obligations are charged directly to the consolidated statements of operations and comprehensive income (loss).
Page 15
The amortization or ‘unwinding’ of the discount applied in establishing the net present value of provisions due to the passage of time is charged to the consolidated statements of operations and comprehensive income (loss) in each accounting period.
The ultimate cost of environmental remediation is uncertain and cost estimates can vary in response to many factors including changes to the relevant legal requirements, the emergence of new restoration techniques or experience at other mine sites. The expected timing of expenditure can also change, for example in response to changes in ore reserves or production rates. As a result, there could be significant adjustments to the provisions for restoration and environmental cleanup, which would affect future financial results.
Funds on deposit with third parties provided as security for future reclamation costs are included in reclamation deposits on the statement of financial position.
| I. | Income taxes |
Income tax expense comprises current and deferred tax. Current and deferred tax are recognized in profit or loss except to the extent that it relates to a business combination or items recognized directly in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognized using the asset and liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.
Deferred tax is measured at the rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax is not recognized for the following temporary differences; the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future where the timing of the reversal of the temporary differences can be controlled by the parent. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill which is not deductible for tax purposes.
A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
The Company has certain non-monetary assets and liabilities for which the tax reporting currency is different from its functional currency. Any translation gains or losses on the remeasurement of these items at current exchange rates versus historic exchange rates that give rise to a temporary difference is recorded as a deferred tax asset or liability.
| J. | Stock-based compensation (options and restricted share units) |
The Company applies the fair value method for stock-based compensation and other stock-based payments. The fair value of options is valued using the Black Scholes option-pricing model and other models for the two-tiered options and restricted share units as may be appropriate. The grant date fair value of stock-based payment awards granted to employees is recognized as an employee expense, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognized as an expense is based on the number of awards that meet the related service and non-market performance conditions at the vesting date (Note 13). The Company reviews estimated forfeitures of options on an ongoing basis.
Page 16
The factors affecting stock-based compensation include estimates of when stock options might be exercised share price volatility and the assessment of the probability and timing of those instruments that have non-market performance vesting criteria. The timing for exercise of options is out of the Company’s control and will depend upon a variety of factors, including the market value of the Company’s shares and financial objectives of the share-based instrument holders. The Company uses historical data to determine volatility in accordance with appropriate fair value methodology. However, the future volatility is uncertain, and the model has its limitations.
| K. | Flow-through shares |
The Company finances a portion of its exploration activities through the issuance of flow-through common shares. The tax deductibility of qualifying expenditures is transferred to the investor purchasing the shares. Consideration for the transferred deductibility of the qualifying expenditures is often paid through a premium price over the market price of the Company’s shares. The Company reports this premium as a liability on the statement of financial position and the balance is reported as share capital. At each reporting period, and as qualifying expenditures have been incurred, the liability is reduced on a proportionate basis and income is recognized in the consolidated statements of operations and comprehensive income (loss).
| L. | Net earnings (loss) per common share |
Basic earnings (loss) per common share is computed based on the weighted average number of common shares outstanding during the year. The Company uses the treasury stock method for calculating diluted earnings per share which assumes that stock options with an exercise price lower than the average quoted market price were exercised at the later of the beginning of the year, or time of issue and Restricted Share Units (“RSU”s). Stock options with an exercise price greater than the average quoted market price of the common shares are not included in the calculation of diluted earnings (loss) per share as the effect is anti-dilutive.
| M. | Financial instruments |
The Company recognizes financial assets and financial liabilities on the date the Company becomes a party to the contractual provisions of the instruments. A financial asset is derecognized either when the Company has transferred substantially all the risks and rewards of ownership of the financial asset or when cash flows expire. A financial liability is derecognized when the obligation specified in the contract is discharged, canceled or expired. Certain financial instruments are recorded at fair value in the consolidated statement of financial position.
Non-derivative financial instruments
Non-derivative financial instruments are recognized initially at fair value plus attributable transaction costs, where applicable for financial instruments not classified as fair value through profit or loss (“FVTPL”). Subsequent to initial recognition, non-derivative financial instruments are classified and measured as described below.
Financial assets at FVTPL
Cash and cash equivalents and short-term deposits are classified as financial assets at FVTPL and are measured at fair value. Cash equivalents are short-term deposits with maturities of up to 90 days at the date of purchase. Short-term deposits consist of investments with maturities from 91 days to one year at the date of purchase. Convertible notes receivable are recorded at FVTPL.
Page 17
Financial assets at amortized cost
Trade and other receivables are classified as and measured at amortized cost using the effective interest rate method, less impairment losses, if any.
Financial assets at fair value through other comprehensive income
The Company’s investments in equity marketable securities are designated as financial assets at fair value through other comprehensive income and are recorded at fair value on the trade date with directly attributable transaction costs included in the recorded amount. Subsequent changes in fair value are recognized in other comprehensive income.
Non-derivative financial liabilities
Accounts payable and accrued liabilities are accounted for at amortized cost, using the effective interest rate method.
Secured note
The Company has elected to account for its secured note liability and all embedded derivatives as a single financial liability. The change in fair value of the secured note liability is recognized in profit or loss. The change in the fair value related to the Company’s own credit risk is recorded through other comprehensive income (loss).
| N. | Accounting pronouncements |
New accounting standards and interpretations issued and effective:
Amendments to IAS 16 - Property, Plant and Equipment: Proceeds before Intended Use
Amendments to IAS 16 were issued by the IASB in May 2020. The amendments prohibit deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Instead, an entity recognizes the proceeds from selling such items, and the cost of producing those items, in the Consolidated Statements of Operations and Comprehensive Income. The Company adopted the amendments effective January 1, 2022. The application of these amendments did not have an impact on the Company’s consolidated financial statements.
Accounting pronouncements issued but not yet effective:
Certain pronouncements have been issued by the IASB that are mandatory for accounting periods after December 31, 2022:
| ● | Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12 Income Taxes) effective for annual periods beginning on or after January 1, 2023 |
| ● | Definition of Accounting Estimates (Amendments to IAS 8) effective for annual periods beginning on or after January 1, 2023 |
| ● | Presentation of Financial Statements (Amendments to IAS 1 and IFRS Practice Statement 2) effective for annual periods beginning on or after January 1, 2023 |
Page 18
| ● | 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.
| 4. | Cash and cash equivalents and short-term deposits |
| ($000s) | December 31, 2022 | December 31, 2021 | ||||||
| Cash and cash equivalents | ||||||||
| Short-term deposits | ||||||||
All
of the cash and cash equivalents are held in a Canadian Schedule I bank. 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. Subsequent to December 31, 2022, the Company redeemed $
| 5. | Amounts receivable and prepaid expenses |
| ($000s) | December 31, 2022 | December 31, 2021 | ||||||
| HST | ||||||||
| Prepaid expenses and other receivables | ||||||||
Page 19
| 6. | Investments |
| ($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 | ||||||||||||||||||||||||
| Non-current assets: | ||||||||||||||||||||||||
| Investment in associate | ( | ) | ( | )(a) | (b) | |||||||||||||||||||
| ($000s) | January 1, 2021 | Fair value through other comprehensive income (loss) | Loss of associate | Impairment | Additions | December 31, 2021 | ||||||||||||||||||
| Current assets: | ||||||||||||||||||||||||
| Investments in marketable securities | ( | ) | ||||||||||||||||||||||
| Non-current assets: | ||||||||||||||||||||||||
| Investment in associate | ( | ) | (c) |
| (a) |
| (b) |
| (c) |
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 $
Investment
in associate relates to Paramount. As at December 31, 2022, the Company holds a
Page 20
| 7. | Convertible notes receivable |
In
September 2019, the Company participated in a private placement to purchase US$
As
at December 31, 2022, the fair value of the convertible notes receivable was $
As
at December 31, 2021, the fair value of the convertible notes was determined using the binomial option pricing model using the following
assumptions: risk-free rate of
During
2022, the Company received
| 8. | Long-term receivables |
| ($000s) | December 31, 2022 | December 31, 2021 | ||||||
| BC Hydro 1 | ||||||||
| Canadian Exploration Expenses (Note 18) | ||||||||
| British Columbia Mineral Exploration Tax Credit 2 | ||||||||
| 1) |
| 2) |
Page 21
| 9. | 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, 2021 | ||||||||||||||||||||
| Additions | ||||||||||||||||||||
| As at December 31, 2021 | ||||||||||||||||||||
| Additions | ||||||||||||||||||||
| As at December 31, 2022 | ||||||||||||||||||||
| Accumulated Depreciation | ||||||||||||||||||||
| As at January 1, 2021 | ||||||||||||||||||||
| Depreciation expense | ||||||||||||||||||||
| As at December 31, 2021 | ||||||||||||||||||||
| Depreciation expense 1 | ||||||||||||||||||||
| As at December 31, 2022 | ||||||||||||||||||||
| Net Book Value | ||||||||||||||||||||
| As at December 31, 2021 | ||||||||||||||||||||
| As at December 31, 2022 | ||||||||||||||||||||
| 1) |
Page 22
Mineral interests, property and equipment additions by project are as follows.
| Year ended December 31, 2022 | ||||||||||||||||||||||||||||
| ($000s) | January 1, 2022 | Mineral interests | Construction in progress | Property & equipment | Right-of-use assets | Total Additions | December 31, | |||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||||
| KSM 1 | ||||||||||||||||||||||||||||
| Courageous Lake | ||||||||||||||||||||||||||||
| Iskut | ||||||||||||||||||||||||||||
| Snowstorm | ||||||||||||||||||||||||||||
| 3 Aces | ||||||||||||||||||||||||||||
| Grassy Mountain | ||||||||||||||||||||||||||||
| Corporate | ||||||||||||||||||||||||||||
| Year ended December 31, 2021 | ||||||||||||||||||||||||||||
| ($000s) | January 1, 2021 | Mineral interests | Construction in progress | Property & equipment | Right-of-use assets | Total Additions | December 31, 2021 | |||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||||
| KSM 2 | ||||||||||||||||||||||||||||
| Courageous Lake | ||||||||||||||||||||||||||||
| Iskut | ||||||||||||||||||||||||||||
| Snowstorm | ||||||||||||||||||||||||||||
| 3 Aces | ||||||||||||||||||||||||||||
| Grassy Mountain | ||||||||||||||||||||||||||||
| Corporate | ||||||||||||||||||||||||||||
| 1) |
| 2) |
Continued exploration of the Company’s mineral properties is subject to certain lease 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 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 23
In
December 2020,
Additions to mineral interests of
$
Additions to construction in
progress consisted of $
Additions to property and equipment consisted of $
| 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
In 2022, total
mineral interests additions at Iskut were $
Additions to mineral interests in 2022 consisted of costs to carry out the Company’s exploration and drilling program at Iskut.
| 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.
In 2022, total
mineral interests additions at Snowstorm were $
Page 24
| 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.
In 2022, total
mineral interests additions at 3 Aces were $
| 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.
| 10. | Accounts payable and accrued liabilities |
| ($000s) | December 31, 2022 | December 31, 2021 | ||||||
| Trade payables | ||||||||
| Non-trade payables and accrued expenses | ||||||||
| 1) |
| 11. | Provision for reclamation liabilities |
| ($000s) | December 31, 2022 | December 31, 2021 | ||||||
| Beginning of the period | ||||||||
| Disbursements | ( | ) | ( | ) | ||||
| Environmental rehabilitation expense | ||||||||
| Accretion | ||||||||
| End of the period | ||||||||
| Provision for reclamation liabilities – current | ||||||||
| Provision for reclamation liabilities – long-term | ||||||||
Page 25
The
estimate of the provision for reclamation obligations, as at December 31, 2022, was calculated using the estimated discounted cash flows
of future reclamation costs of $
In
2021, the Company updated the closure plan for the Johnny Mountain mine site and charged an additional $
In
2022, the Company placed $
| 12. | Secured note liability |
On
February 25, 2022, the Company, through its wholly-owned subsidiary, KSM Mining ULC (“KSMCo”) signed a definitive agreement
to sell a secured note (“secured note”) that is to be exchanged at maturity for a silver royalty on its
| a) | Commercial production being achieved at KSM; and |
| b) | Either the 10-year anniversary, or if the Environmental Assessment Certificate (“EAC”) expires and the Investors do not exercise their right to put the secured note to the Company, the 13-year anniversary of the issue date of the secured note. |
| ● | Prior to its maturity, the 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 the fifth anniversary from closing, the Investors can put the 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. |
Page 26
| ● | If KSM’s EAC expires at anytime while the secured note is outstanding, the Investors can put the secured note back to the Company for US$247.5 million at any time over the following nine months, with the Company able to satisfy such amount in cash or by delivering common shares at its option. If the Investors exercise this put right, the Investors’ right to purchase the Silver Royalty terminates. |
| ● | If commercial production is not achieved at KSM prior to the tenth anniversary from closing, the Silver Royalty payable to the Investors will increase to a 75% gross silver royalty (if the EAC expires during the term of the secured note and the corresponding put right is not exercised by the Investors, this uplift will occur at the thirteenth anniversary from closing). |
| ● | No amount payable shall be paid in common shares if, after the payment, any of the Investors would own more than 9.9% of the Company’s outstanding shares. |
| ● | The Company’s obligations under the secured note are secured by a charge over all of the assets of KSMCo and a limited recourse guarantee from the Company secured by a pledge of the shares of KSMCo. |
A number of the above noted options within the agreement represent embedded derivatives. Management has elected to not separate these embedded derivatives from the underlying host secured note, and instead account for the entire secured note as a financial liability at fair value through profit or loss.
The
Company entered into the loan commitment within the scope of IFRS 9 ‘Financial Instruments’ on February 25, 2022 related
to the secured note, as at that date, the Company and the Investors were committed under pre-specified terms and conditions to complete
the transaction. The loan commitment was initially recognized at a fair value of US$
The secured note
was recognized at its estimated fair value at initial recognition of $
The following inputs and assumptions were used in the determination of fair value:
| Inputs and assumptions | March 24, 2022 | December 31, 2022 | ||
| Weighted Average Life 1 | ||||
| Forecast silver production in thousands of ounces | ||||
| Future silver price | US$ | US$ | ||
| Risk-free rate | ||||
| Credit spread | ||||
| Volatility | ||||
| Silver royalty discount factor |
| 1) |
Page 27
The carrying amount for the secured note is as follows:
| ($000s) | Secured Note | |||
| Fair value at inception | ||||
| Add (deduct): | ||||
| Unrealized change in fair value | ( | |||
| Foreign currency translation loss | ||||
| Carrying value and fair value on December 31, 2022 |
Sensitivity Analysis:
For the fair value of the 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: | |||||
| $ | ||||||
| $ | ( | ) | ||||
| $ | ( | ) | ||||
| $ | ||||||
| Key unobservable inputs | ||||||
| $ | ||||||
| $ | ( | ) | ||||
| 13. | 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 December 31, 2022 or December 31, 2021.
The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition, exploration and development of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business.
The properties in which the Company currently has an interest are in the exploration stage, as such the Company is dependent on external financing to fund its activities. In order to carry out the planned exploration and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed.
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 2022. 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,
Page 28
Subsequent to December
31, 2022, 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$
In
June 2021, the Company issued
In
June 2020, the Company issued
Page 29
| 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
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 ($000s) | |||||||||||||||||||
| Outstanding January 1, 2022 | ||||||||||||||||||||||||
| Granted | ||||||||||||||||||||||||
| Exercised option or vested RSU | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Expired | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Amortized value of stock-based compensation | - | - | - | - | ||||||||||||||||||||
| Outstanding at December 31, 2022 | ||||||||||||||||||||||||
| Exercisable at December 31, 2022 | ||||||||||||||||||||||||
| Options | RSUs | Total | ||||||||||||||||||||||
| Number of Options | Weighted Average Exercise Price ($) | Amortized Value of options ($000s) | Number of RSUs | Amortized Value of RSUs ($000s) | Stock-based Compensation ($000s) | |||||||||||||||||||
| Outstanding at January 1, 2021 | ||||||||||||||||||||||||
| Granted | ||||||||||||||||||||||||
| Exercised option or vested RSU | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Expired | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Amortized value of stock-based compensation | ||||||||||||||||||||||||
| Outstanding at December 31, 2021 | ||||||||||||||||||||||||
| Exercisable at December 31, 2021 | ||||||||||||||||||||||||
Page 30
| Options Outstanding | Options Exercisable | |||||||||||||
| Exercise price | Number outstanding | Remaining contractual life | Number Exercisable | |||||||||||
| $ | ||||||||||||||
| $ | ||||||||||||||
| $ | ||||||||||||||
In
December 2022,
During
the third quarter of 2022,
In
December 2021,
During
the third and fourth quarter of 2021,
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 will vest on the second anniversary. The fair value of the grants, of $
Page 31
| c) | Basic and diluted net income (loss) per common share |
Basic
and diluted net loss attributable to common shareholders of the Company for the year ended December 31, 2022 was $
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 per common share for the following periods:
| ($000s) | December 31, 2022 | December 31, 2021 | ||||||
| Weighted average number of common shares outstanding | ||||||||
| Dilutive effect of options | ||||||||
| Dilutive effect of RSUs | ||||||||
For
the year ended December 31, 2022,
| 14. | Cash flow items |
Adjustment for other non-cash items within operating activities:
| Year Ended | |||||||||||
| ($000s) | Notes | December 31, 2022 | December 31, 2021 | ||||||||
| Impairment of investment in associate | 6 | ||||||||||
| Equity loss of associate | 6 | ||||||||||
| Unrealized gain on convertible notes receivable | 7 | ( | ( | ||||||||
| Accrued interest income on convertible notes receivable | 7 | ( | ( | ||||||||
| Depreciation | 9 | ||||||||||
| Finance costs, net | |||||||||||
| Effects of exchange rate fluctuation on cash and cash equivalents | 7 | ( | |||||||||
| ( | ) | ||||||||||
| 15. | 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 32
The Company’s fair values of financial assets and liabilities were as follows:
| December 31, 2022 | ||||||||||||||||||||
| ($000s) | Carrying Amount | Level 1 | Level 2 |
Level 3 | Total Fair Value | |||||||||||||||
| Assets | ||||||||||||||||||||
| Cash and cash equivalents | ||||||||||||||||||||
| Short-term deposits | ||||||||||||||||||||
| Amounts receivable | ||||||||||||||||||||
| Investment in marketable securities | ||||||||||||||||||||
| Convertible notes receivable | ||||||||||||||||||||
| Long-term receivables | ||||||||||||||||||||
| Liabilities | ||||||||||||||||||||
| Accounts payable and accrued liabilities | ||||||||||||||||||||
| Secured note | ||||||||||||||||||||
| December 31, 2021 | ||||||||||||||||||||
| ($000s) | Carrying Amount | Level 1 | Level 2 | Level 3 | Total Fair Value | |||||||||||||||
| Assets | ||||||||||||||||||||
| Cash and cash equivalents | ||||||||||||||||||||
| Short-term deposits | ||||||||||||||||||||
| Amounts receivable and prepaid expenses | ||||||||||||||||||||
| Investment in marketable securities | ||||||||||||||||||||
| Convertible notes receivable | ||||||||||||||||||||
| Long-term receivables | ||||||||||||||||||||
| Liabilities | ||||||||||||||||||||
| Accounts payable and accrued liabilities | ||||||||||||||||||||
Page 33
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
Liquidity Risk
The
Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at
December 31, 2022, the Company had cash and cash equivalents of $
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 | |||||||||||||||
| Secured note including interest | ||||||||||||||||||||
| Flow-through share expenditures | ||||||||||||||||||||
| Lease obligation | ||||||||||||||||||||
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 13 for details on equity financing.
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 liability (Note 12) bears interest at a fixed rate of
Page 34
| (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 December 31, 2022, the Company had cash and cash equivalents, investment in associate, convertible notes receivable, loan receivable, reclamation deposits, accounts payable, accrued liabilities and secured note that are in US dollars.
| (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 $
| 16. | Corporate and administrative expenses |
| ($000s) | 2022 | 2021 | ||||||
| Employee compensation | ||||||||
| Stock-based compensation | ||||||||
| Professional fees | ||||||||
| Other general and administrative | ||||||||
| 17. | Related party disclosures |
Compensation to key management personnel of the Company:
| ($000s) | 2022 | 2021 | ||||||
| Compensation of directors: | ||||||||
| Directors’ fees | ||||||||
| Stock-based compensation | ||||||||
| Compensation of key management personnel: | ||||||||
| Salaries and consulting fees | ||||||||
| Stock-based compensation | ||||||||
During year ended December 31, 2022 and 2021, there were no payments to related parties other than compensation paid to key management personnel. These transactions were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.
| 18. | Income taxes |
| ($000s) | 2022 | 2021 | ||||||
| Deferred tax expense (recovery) | ||||||||
Tax expense (recovery) recognized in other comprehensive income or directly in equity
| ($000s) | 2022 | 2021 | ||||||
| Financing costs - recognized in statement of equity | ( | ) | ( | ) | ||||
| Unrealized gain or loss on marketable securities - recognized in OCI | ( | ) | ||||||
| ( | ) | |||||||
Page 35
In
2022, the Company recognized income tax expense of $
| (a) | Rate Reconciliation |
The
provision for income taxes differs from the amount that would have resulted by applying the combined Canadian Federal, Ontario, British
Columbia, Northwest Territories and Yukon statutory income tax rates of
| ($000s) | 2022 | 2021 | ||||||
| Earnings before income taxes | ||||||||
| % | % | |||||||
| Tax expense calculated | ||||||||
| Using statutory rates | ||||||||
| Non-deductible items | ||||||||
| Difference in foreign tax rates | ( | ) | ||||||
| Change in deferred tax rates | ( | ) | ( | ) | ||||
| Movement in tax benefits not recognized | ||||||||
| Impact of true-up of prior year balances | ||||||||
| Renouncement of flow-through expenditures | ||||||||
| Other | ||||||||
| Income tax expense | ||||||||
| (b) | Deferred Income Tax |
The following table summarizes the significant components of deferred income tax assets and liabilities:
| ($000s) | December 31, 2022 | December 31, 2021 | ||||||
| Deferred income tax assets: | ||||||||
| Property and equipment | ||||||||
| Provision for reclamation liabilities | ||||||||
| Financing costs | ||||||||
| Non-capital loss carryforwards | ||||||||
| Deferred income tax liabilities: | ||||||||
| Mineral interests | ( | ) | ( | ) | ||||
| Secured note | ( | ) | ||||||
| Net deferred income tax liabilities | ( | ) | ( | ) | ||||
Page 36
| (c) | Unrecognized Deferred Tax Assets |
The company has not recognized deferred income tax assets in respect of the following tax effected deductible temporary differences:
| ($000s) | December 31, 2022 | December 31, 2021 | | |||||
| Marketable securities | ||||||||
| Loss carryforwards | ||||||||
| Investment tax credits | ||||||||
| Foreign tax credits | ||||||||
| Mineral properties | ||||||||
| Provision for reclamation liabilities | ||||||||
Deferred
tax has not been recognized on the deductible temporary difference of $
The tax losses not recognized expire as per the amount and years noted below. The deductible temporary differences do not expire under the current tax legislation. Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit would be available against which the Company can utilize the benefits there from.
| (d) | Income Tax Attributes |
As at December 31, 2022, the Company had the following income tax attributes to carry forward.
| ($000s) | Expiry date | |||||||
| Canadian non-capital losses | ||||||||
| Canadian capital losses | ||||||||
| Canadian tax basis of mineral interest | ||||||||
| US non-capital losses | ||||||||
| US tax basis of mineral interest | ||||||||
Page 37
| 19. | Commitments and contingencies |
| Payments due by years | ||||||||||||||||||||
| ($000s) | Total | 2023 | 2024-25 | 2026-27 | 2028-29 | |||||||||||||||
| Secured note – interest | ||||||||||||||||||||
| Capital expenditure obligations | ||||||||||||||||||||
| Flow-through share expenditures | ||||||||||||||||||||
| Mineral interests | ||||||||||||||||||||
| Lease obligation | ||||||||||||||||||||
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 $
Prior to its maturity, the
secured note bears interest at
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 $
During
2021 and 2022, the Company deposited $
Page 38
Exhibit 99.3
SEABRIDGE GOLD INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED
DECEMBER 31, 2022
SEABRIDGE GOLD INC.
Management’s Discussion and Analysis
The following is a discussion of the results of operations and financial condition of Seabridge Gold Inc. and its subsidiary companies for the years ended December 31, 2022 and 2021. This report is dated March 30, 2023 and should be read in conjunction with the audited consolidated financial statements for the years ended December 31, 2022 and 2021, the Company’s Annual Information Form filed on SEDAR at www.sedar.com, and the Annual Report on Form 40-F filed on EDGAR at www.sec.gov/edgar.shtml. 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 project at this time, its ability to carry out its business plan rests with its ability to sell projects or to secure equity or other financings. All amounts contained in this document are stated in Canadian dollars unless otherwise disclosed.
The consolidated financial statements for the year ended December 31, 2022 and the comparative year ended December 31, 2021 have been prepared by the Company in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board.
Company Overview
Seabridge Gold Inc. is a company engaged in the acquisition and exploration of mineral properties, with an emphasis on gold resources, located in North America. The Company’s objective is to provide its shareholders with exceptional leverage to a rising gold price and the returns from significant copper resources it has acquired. The Company’s business plan is to increase its mineral resources in the ground, through exploration, but not to go into production on its own. The Company intends to sell projects or participate in joint ventures towards production with major mining companies. Since inception in 1999, Seabridge has acquired interests in numerous advanced-stage gold projects situated in North America and its principal projects include the KSM property located in British Columbia and the Courageous Lake property located in the Northwest Territories. The Company also holds a 100% interest in the Iskut Project in British Columbia and the Snowstorm Project in Nevada. In 2020, the Company purchased its 100% interest in the 3 Aces gold project in Yukon and acquired the East Mitchell property, adjacent to the KSM project, in British Columbia. Although focused on gold exploration, the Company has made significant copper discoveries, in particular, at KSM. Seabridge’s common shares trade in Canada on the Toronto Stock Exchange under the symbol “SEA” and in the United States on the New York Stock Exchange under the symbol “SA”.
During the third quarter of 2022, the Company announced Jay Layman retired as President and COO. Mr. Layman, however, will continue to serve as a Director of the Company and will assist in the transitioning and mentoring of two new officer appointments: Ryan Hoel, P.E., as Senior VP, Chief Operating Officer and Melanie Miller as VP, Chief Sustainability Officer. Mr. Hoel joined the Company in September 2021 as VP, Projects and since that time has led the Substantially Started activities at KSM. Ms. Miller joined the Company, as a Director, in June 2019, and has served as the Chairperson of the Company’s Sustainability Committee since its inception.
Page 1
Selected Annual Information
| Summary Operating Results ($000s - except per share amounts) | 2022 | 2021 | 2020 | |||||||||
| Remeasurement of secured note | 36,967 | - | - | |||||||||
| Gain on disposition of mineral interests | - | 21,943 | - | |||||||||
| Corporate and administrative expenses | (16,090 | ) | (13,379 | ) | (16,530 | ) | ||||||
| Foreign exchange gain (loss) | (12,874 | ) | 22 | (616 | ) | |||||||
| Environmental rehabilitation expense | (6,722 | ) | (5,377 | ) | - | |||||||
| Finance expense and other | (3,471 | ) | (116 | ) | (199 | ) | ||||||
| Impairment of investment in associate | (873 | ) | - | - | ||||||||
| Equity loss of associate | (207 | ) | (221 | ) | (187 | ) | ||||||
| Other income - flow-through shares | 1,366 | 2,373 | 1,676 | |||||||||
| Unrealized gain (loss) on convertible notes receivable | (16 | ) | 104 | - | ||||||||
| Interest income | 2,794 | 176 | 114 | |||||||||
| Income tax recovery (expense) | (8,268 | ) | (4,630 | ) | 800 | |||||||
| Net income (loss) | (7,394 | ) | 895 | (14,942 | ) | |||||||
| Basic earnings (loss) per share | $ | (0.09 | ) | $ | 0.01 | $ | (0.23 | ) | ||||
| Summary Statement of Financial Position ($000s) | 2022 | 2021 | 2020 | |||||||||
| Current assets | 140,387 | 54,159 | 46,229 | |||||||||
| Non-current assets | 955,232 | 693,583 | 601,588 | |||||||||
| Total assets | 1,095,619 | 747,742 | 647,817 | |||||||||
| Current liabilities | 51,993 | 17,301 | 10,194 | |||||||||
| Non-current liabilities | 303,093 | 28,108 | 22,905 | |||||||||
| Equity | 740,533 | 702,333 | 614,718 | |||||||||
| Total liabilities and equity | 1,095,619 | 747,742 | 647,817 | |||||||||
Results of Operations, 2022 Compared to 2021
The Company recorded net loss of $7.4 million or $0.09 per share for the year ended December 31, 2022 compared to net income of $0.9 million or $0.01 per share for the year ended December 31, 2021.
During the year ended December 31, 2022, the most significant items contributing to the net loss included corporate and administrative expenses, environmental rehabilitation expense, foreign exchange loss, finance costs, and income taxes, partially offset by unrealized gain due to change in the fair value of the Company’s secured note liability and interest income. These items are discussed further below.
Since the issuance on March 24, 2022, the fair value of the secured note liability decreased by $39.9 million of which the Company recorded $37.0 million gain through profit or loss, and $2.9 million through other comprehensive income (loss).
The Company measures the fair value of its secured note liability using a discounted cash flow model with a Monte Carlo simulation. Key assumptions into this model are summarized in the following table.
Page 2
| Inputs and Assumption | March 24, 2022 | December 31, 2022 | ||
| Weighted Average Life1 | 23.5 years | 44.9 years | ||
| Forecast silver production, in thousands of ounces | 105,778 | 166,144 | ||
| Future silver price | US$28.96 to US$35.42 | US$29.38 to US$110.51 | ||
| Risk-free rate | 2.5% | 3.4% | ||
| Credit spread | 5.2% | 5.3% | ||
| Volatility | 60% | 60% | ||
| Silver royalty discount factor | 7.1% | 8.6% |
| 1) | Weighted average life reflects the revised silver forecast production schedule contained in the recently filed KSM updated Preliminary Feasibility Study (PFS) and Preliminary Economic Assessment (PEA) for the KSM project, discussed below. |
The fair value of the secured note was estimated using Level 3 inputs and is most sensitive to changes in silver prices and forecasted silver production.
During the second quarter of 2021, the Company disposed of its residual interests in its previously owned Red Mountain project located in northwestern British Columbia, for cash proceeds of US$18 million and recorded a gain of $21.9 million through the statement of operations and comprehensive earnings (loss) in that period. The capitalized costs incurred and accumulated while the Company held the project had previously been recovered through option and acquisition payments and the residual interest in the project had no carrying value.
Corporate and administrative expenses for 2022 were $16.1 million, up $2.7 million or 20% from prior year. The increase was mainly due to higher cash compensation, and higher professional fees and other general and administrative expenses, partially offset by lower stock-based compensation (discussed below).
Cash compensation increased by $1.7 million, from $5.8 million in 2021 to $7.5 million in 2022. The increased cash compensation mainly related to an increase in non-project headcount. Professional fees and other general and administrative expenses increased by $0.8 million, from $1.8 million in 2021 to $2.6 million in 2022. The increase mainly related to the costs associated with the implementation of a new ERP system, the Company wide risk assessment review, and sustainability reporting. Other general and administrative expenses increased by $0.6 million, from $2.3 million in 2021 to $2.9 million in 2022. The increase was mainly related to increased external consulting costs and travel. The Company anticipates that personnel numbers and related remuneration will continue to increase slightly but not as significantly as has been the case in 2022.
The Company has, since 2019, refocused the compensation practices away from issuing a combination of stock options and RSUs to only issuing restricted share units (RSUs). During the year ended December 31, 2022, stock-based compensation expense, related to RSUs, decreased by $0.4 million, from $3.5 million in 2021, to $3.1 million in 2022. The decrease was mainly due to the fact that the RSUs granted in December 2020 and expensed in 2021, had a higher grant date fair value when compared to the RSUs granted during 2021 and expensed in 2022.
To the year ended December 31, 2021, the Company had expensed all accumulated fair value associated with stock options as the service period related to the remaining outstanding options ended in that year. The Company’s stock-based compensation expense related to stock options and restricted share units are illustrated on the following tables:
| ($000s) | ||||||||||||||||||||||||||||||||
| Options granted | Exercise price ($) | Number of options | Grant date fair value | Cancelled prior to 2021 | Expensed prior to 2021 | Expensed in 2021 | Expensed in 2022 | Balance to be expensed | ||||||||||||||||||||||||
| December 12, 2018 | 15.46 | 568,000 | 4,719 | - | 4,711 | 8 | - | - | ||||||||||||||||||||||||
| - | 4,711 | 8 | - | - | ||||||||||||||||||||||||||||
Page 3
| ($000s) | |||||||||||||||||||||||
| RSUs granted | Number of RSUs | Grant date fair value | Expensed prior to 2021 | Expensed in 2021 | Expensed in 2022 | Balance to be expensed | ||||||||||||||||||
| December 16, 2020 | 135,450 | 3,413 | 487 | 2,926 | - | - | ||||||||||||||||||
| June 24, 2021 | 10,000 | 222 | - | - | 185 | 37 | ||||||||||||||||||
| September 01, 2021 | 20,000 | 454 | - | 75 | 304 | 75 | ||||||||||||||||||
| September 07, 2021 | 10,000 | 229 | - | 36 | 155 | 38 | ||||||||||||||||||
| October 01, 2021 | 10,000 | 195 | - | 24 | 122 | 49 | ||||||||||||||||||
| December 13, 2021 | 123,800 | 2,622 | - | 437 | 2,185 | - | ||||||||||||||||||
| July 04, 2022 | 10,000 | 159 | - | - | 52 | 107 | ||||||||||||||||||
| December 13, 2022 | 310,266 | 5,073 | - | - | 135 | 4,938 | ||||||||||||||||||
| 487 | 3,498 | 3,138 | 5,244 | |||||||||||||||||||||
During the second quarter of 2022, 123,800 RSUs granted in December 2021 vested upon the Company completing the 2021 exploration program at Snowstorm and were exchanged for common shares of the Company. Of the total fair value of $2.6 million, $0.4 million was charged to the statement of operations and comprehensive loss in fourth quarter of 2021, and the remaining $2.2 million was charged to the statement of operations and comprehensive loss during the first and second quarter of 2022.
During the second quarter of 2021, 10,000 RSUs were granted to a Board member upon their appointment to the Board. Half of those RSUs vested in the second quarter of 2022, and the remaining half will vest on the second anniversary of their appointment. During the third and fourth quarter of 2021, a total of 40,000 RSUs were granted to three members of senior management. Half of those RSUs vested during 2022, and the remaining half will vest on the second anniversary of their appointment in 2023. During the third quarter of 2022, 10,000 RSUs were granted to a Board member upon their appointment to the Board. Half of those RSUs will vest on the first anniversary of the appointment, and the remaining half will vest on the second anniversary of the appointment.
During the first six months of 2021, 135,450 RSUs, granted in 2020, fully vested to the holders upon the Company attaining pre-established vesting conditions and $2.9 million of fair value was expensed through the statement of operations and comprehensive loss.
The $12.9 million foreign exchange loss recognized in 2022 was the net result of $21.2 million of foreign exchange loss associated with the secured note, partially offset by $8.3 million of foreign exchange gain recognized mainly on the US dollar denominated cash and short-term investments translated to Canadian dollars during the period. During the comparative year, the Company recognized a foreign exchange gain of $0.02 million.
The finance costs incurred during 2022 amounted to $3.5 million and were primarily related to the secured note financing. During the comparative year, $0.1 million of finance costs were incurred.
In 2022, the Company recognized $1.4 million of other income related to the flow-through share premium recorded primarily on the financings completed in June 2021 (discussed below). During the comparative year, the Company recognized $2.4 million of other income related to the flow-through share premium recorded on the financings completed in June 2020 and in June 2021 (discussed below).
Page 4
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. In 2022, the Company recognized an increase in fair value of investments of $0.3 million, net of income taxes. During the comparative year, the Company recognized a decrease in fair value of investments, net of income taxes, of $0.4 million. The change in the fair value of these investments was recorded within comprehensive income (loss) on the consolidated statement of operations and comprehensive income (loss).
The Company holds one investment in an associate that is accounted for on the equity basis. In 2022, the Company recognized $0.2 million loss in investment in associate. During the comparative year, the Company recognized $0.2 million loss in investment in associate. Also, during the second quarter of 2022, the Company reviewed the recoverability of the investment in the associate and recorded an impairment of $0.9 million in the consolidated statement of operations and comprehensive income (loss).
In 2018, the Company filed an updated reclamation and closure plan for the Johnny Mountain mine site and charged $7.4 million of rehabilitation expenses to the consolidated statements of operations and comprehensive income (loss). The Johnny Mountain Mine site was acquired, along with the Iskut Project, during the Snip Gold acquisition in 2016. Expenditures were expected to be incurred between 2018 and 2022 and included the estimated costs for the closure of all adits and vent raises, removal of the mill and buildings, treatment of landfills and surface water management as well as ongoing logistics, freight and fuel costs.
The Company’s reclamation activities were somewhat curtailed during 2020 while non-essential activities were halted, and the Company strived to reduce the numbers of personnel in any camp at any one-time. In 2021, the Company reassessed the closure plan for the Johnny Mountain Mine and charged $5.4 million of rehabilitation expenses to the consolidated statements of operations and comprehensive income (loss). Also, in 2022, the Company reassessed the closure plan for the Johnny Mountain Mine and charged an additional $6.6 million of rehabilitation expenses to the consolidated statements of operations and comprehensive income (loss). Additional reclamation costs were mainly the result of weather-related events that delayed 2022 reclamation activities until 2023. Costs are now expected to be incurred until 2025.
In 2022, the Company incurred $4.5 million of environmental rehabilitation expenditures (2020 - $3.3 million) that were recorded as a reduction to the provision for reclamation liabilities on the consolidated statements of financial position.
| - | Reclamation activities at Johnny Mountain focused on four areas in 2022: |
| o | Deconstruction of the mill building |
| o | Complete the relocation of potential acid generating waste into the tailings storage facility |
| o | Continuing in-situ hydrocarbon remediation |
| o | Conducting permit compliance monitoring activities |
In 2022, the Company recognized income tax expense of $8.3 million, primarily due to the deferred tax liability arising from the gain recognized on remeasurement of the fair value of the secured note liability, and from the renouncement of expenditures related to the June 2021 flow-through shares issued which are capitalized for accounting purposes. The income tax expense was partially offset by income tax recovery arising from the losses in the period. The income tax impact of the revaluation of the secured note liability that was recorded through other comprehensive income (loss) during 2022, of $0.1 million, was also recorded through other comprehensive income (loss).
During the comparative year, the Company recognized income tax expense of $4.6 million primarily due to the deferred tax liability arising from the gain recognized on disposition of the Company’s residual interests in its previously owned Red Mountain project, and from the renouncement of expenditures related to the June 2020 and June 2021 flow-through shares issued, that are capitalized for accounting purposes but renounced to investors for tax purposes. The income tax expense was partially offset by income tax recovery arising from the losses in the year.
Page 5
Results of Operations, 2021 Compared to 2020
The Company recorded net income of $0.9 million or $0.01 per share for the year ended December 31, 2021 compared to a net loss of $14.9 million or $0.23 per share for the year ended December 31, 2020.
During the year ended December 31, 2021, the most significant items contributing to net income included the gain on disposition of mineral interests, other income reported for flow-through shares, and interest income, partially offset by corporate and administrative expenses, income taxes, and environmental rehabilitation expense. These and other items are discussed further below.
During the second quarter 2021, the Company disposed of its residual interests in its previously owned Red Mountain project located in northwestern British Columbia, for cash proceeds of US$18 million and recorded a gain of $21.9 million through the statement of operations and comprehensive income (loss). The capitalized costs incurred and accumulated while the Company held the project had previously been recovered through option and acquisition payments and the residual interest in the project had no carrying value, resulting in the gain.
Corporate and administrative expenses for 2021 were $13.4 million, down $3.2 million or 19% from prior year mainly due to $5.3 million decrease in stock-based compensation, partially offset by $1.0 million increase in cash compensation, $0.7 million increase in professional fees and $0.5 million increase in other general and administrative expenses.
Increase in cash compensation was due both to increase in base salary and headcount. Increase in professional fees and other general and administrative expenses was mainly related to increase in recruitment costs and the costs associated with the Company wide risk assessment review and the preparation and publication of its inaugural sustainability report. The inaugural sustainability report was 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 specifically for the Company.
Lower stock-based compensation expense in 2021 when compared to prior year was primarily due to the fact that the expense in 2020 was inclusive of fair value recognition for the non-market performance options granted between 2015 and 2019 that were vested in late 2020.
Page 6
Quarterly Information
Selected financial information for the last eight quarters ending December 31, 2022 is as follows:
| 2022 | 2021 | |||||||||||||||||||||||||||||||
| (in thousands of Canadian dollars, except per share amounts) | Q4 | Q3 | Q2 | Q1 | Q4 | Q3 | Q2 | Q1 | ||||||||||||||||||||||||
| Revenue | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Earnings (loss) for the period | (25,246 | ) | 5,045 | 19,088 | (6,281 | ) | (8,546 | ) | (822 | ) | 14,548 | (4,285 | ) | |||||||||||||||||||
| Basic earnings (loss) per share | (0.31 | ) | 0.06 | 0.24 | (0.08 | ) | (0.11 | ) | (0.01 | ) | 0.19 | (0.06 | ) | |||||||||||||||||||
| Diluted earnings (loss) per share | (0.31 | ) | 0.06 | 0.24 | (0.08 | ) | (0.11 | ) | (0.01 | ) | 0.19 | (0.06 | ) | |||||||||||||||||||
During the second and third quarter of 2022, the unrealized gain related to the change in the fair value of the secured note was $31.6 million and $24.9 million, respectively. During the fourth quarter of 2022, the unrealized gain loss related to the change in the fair value of the secured note was $19.5 million. In the first quarter 2022, the loss for the period included $2.3 million of stock-based compensation expense related to amortization of RSUs granted in December 2021 that were vested during the second quarter 2022. In the fourth quarter 2022, the loss included $6.6 million of rehabilitation expenses related to the Johnny Mountain Mine. In the fourth quarter 2021, the loss included $5.4 million of rehabilitation expenses related to the Johnny Mountain Mine. In the second quarter 2021, net income included $21.9 million gain on disposition of interest in the Red Mountain project. In the first quarter 2021, the loss for the period included $2.9 million of stock-based compensation expense related to amortization of RSUs granted in December 2020 that were vested during the second quarter 2021.
Mineral Interests and Site Capture Activities
During the year ended December 31, 2022, the Company added an aggregate of $54.6 million of expenditures that were attributed to mineral interests. The breakdown of the mineral interests expenditures by project is illustrated on the following table:
| ($000s) | Amount | Percentage | ||||||
| KSM | 39,985 | 72 | % | |||||
| Iskut | 8,125 | 15 | % | |||||
| Snowstorm | 3,091 | 6 | % | |||||
| 3 Aces | 3,045 | 6 | % | |||||
| Courageous Lake | 823 | 1 | % | |||||
| Total expenditures | 55,069 | 100 | % | |||||
During 2022, the Company’s main efforts and most significant spending were focused on its 2022 site capture and early infrastructure development activities that are designed to ensure that KSM’s Environmental Assessment Certificate (“EAC”) remains in good standing. During 2022, the Company also filed a full updated pre-feasibility study (“PFS”) for KSM. The full study included a preliminary economic assessment (“PEA”) for mineral resources at KSM, not included in the PFS resources. Results of the PFS and PEA are discussed below.
Page 7
On site capture activities, under the B.C. Environmental Assessment Act, a project’s EAC is subject to expiry if the project has not been substantially started (“Substantial Start”) by the deadline specified in the EAC. The expiry date for KSM’s EAC is July 29, 2026. However, if the B.C. Minister of Environment and Climate Change Strategy determines that a project has been Substantially Started on or before the deadline, the EAC remains in effect for the life of the project. The 2022 full year plan for site capture was approximately $150 million and was funded by the proceeds of the US$225 million secured note issued in March 2022. Significant activities include road, bridge and camp construction, hydro installations, fish habitat offsetting programs and the acquisition and transport of construction equipment and vehicles.
The site capture expenditures during the year ended December 31, 2022 are illustrated below:
| ($000s) | Balance January 1, 2022 | Expenditures
2022 | Balance
December 31, 2022 | |||||||||
| Capital expenditure | 25,419 | 151,500 | 176,919 | |||||||||
| Capitalized borrowing costs | - | 14,735 | 14,735 | |||||||||
| 25,419 | 166,235 | 191,654 | ||||||||||
| 1) | Also, upon signing a Facilities Agreement in 2022, the Company paid $28.8 million to the British Columbia Hydro and Power Authority (“BC Hydro”) to supply construction phase hydro-sourced electricity to the KSM project. Payments made to BC Hydro related to the Facilities Agreement are recorded in long-term receivables on the statement of financial position. |
The results of the PFS show a considerably more sustainable and profitable mining operation than its 2016 predecessor. It envisages an all open pit mine plan that includes the Mitchell, East Mitchell and Sulphurets deposits only with a 33 year operating life. Mill production is increased from an initial 130,000 metric tonnes per day (tpd) to 195,000 tpd in the third year of production. The primary reasons for the improvements in the plan arise from the acquisition of the East Mitchell resource in December 2020 and an expansion to planned mill throughput. The many design improvements over earlier studies include a smaller environmental footprint, reduced waste rock production, a 50% increase in mill throughput, and the elimination of capital-intensive block cave mining. The Company is also studying the use of trolley-assist technology or how supply of power from BC Hydro and the possible electrification of the entire mine fleet can enhance carbon optimization.
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Projected economic results of the study compared to the 2016 study and against alternate scenarios are illustrated below.
| Amounts expressed in US dollars | 2016 PFS Base Case | 2022 PFS Base Case | 2022 PFS Recent Spot Case | 2022 PFS Alternate Case | ||||||||||||
| Metal Prices: | ||||||||||||||||
| Gold ($/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 during the year is a stand-alone mine plan that was undertaken to evaluate a potential future expansion of the KSM mine to the copper rich Iron Cap and Kerr deposits after the PFS mine plan has been completed. The PEA is primarily an underground block cave mining operation supplemented with a small open pit and is planned to operate for 39 years with a peak mill feed production of 170,000 t/d. The PEA demonstrates that KSM is a potential multigenerational mining project with flexibility to vary metal output.
Work also continued on various, significant, components of the eventual design of KSM including connection to BC Hydro’s transmission line. Work was conducted on planned infrastructure projects, including the continuation of the construction of the access road to site as well as new temporary and permanent camp installations.
In order to achieve its objectives and milestones, the Company estimates annual costs for each of its mineral interests and tracks costs against those estimates for payroll, environmental and social, technical engineering, exploration and other holding or property costs. The below information describes those costs versus the 2022 estimates.
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Advancing the KSM Project and in addition to the substantial start discussion above, the Company’s 2022 plan and reported costs to December 31, 2022 were:
| ($000s) | Actual | Plan | ||||||
| Payroll | 3,452 | 2,964 | ||||||
| Technical and engineering | 20,353 | 12,443 | ||||||
| Environmental and social | 21,646 | 23,571 | ||||||
| Other holding or property | 313 | 302 | ||||||
| Total | 45,764 | 39,280 |
Technical and engineering costs include costs related to the completion of the 2022 PFS and PEA and the continuing geotechnical data collection for key mine infrastructure. Significant variance between the actual and planned technical and engineering costs was due to overruns in direct drilling costs, related to a change in scope of work, and higher costs due to inflation including, labour, commodities, logistics and camp support. Environmental and social endeavors relate to environmental monitoring baseline studies at KSM.
At Iskut, the Company’s 2022 plan and reported costs to December 31, 2022 were:
| ($000s) | Actual | Plan | ||||||
| Payroll | 1,567 | 886 | ||||||
| Exploration | 6,135 | 6,000 | ||||||
| Environmental and social | 5,121 | 4,940 | ||||||
| Total | 12,823 | 11,826 |
The Company conducted its exploration and drilling program at Iskut based on the analysis of the 2021 drilling and geophysical surveying programs. The 2022 program entailed ten drill holes, totaling 10,162 meters, and was designed to test the porphyry gold-copper potential at depth on the Bronson Slope deposit as well as below the Quartz Rise Lithocap. Work was also planned to consider forming a drill testing program at an additional site on the SnipGold claim block.
Drilling in 2022 the Company discovered 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 being 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 continued its planned 2022 reclamation and closure activities at the Johnny Mountain mine site. Work included, among other items, the dismantling and removal of the historic mill and mill buildings. Reported within provision for reclamation liabilities and in support of the reclamation and closure of the Johnny Mountain Mine, the Company incurred $4.5 million of costs versus a 12 month estimate of $3.2 million.
At Snowstorm, where the Company’s objective was to continue exploration activities at Snowstorm, the Company’s 2022 estimated costs and those incurred to December 31, 2022 were:
| ($000s) | Actual | Plan | ||||||
| Payroll | 620 | 595 | ||||||
| Exploration | 2,162 | 1,700 | ||||||
| Other holding or property | 366 | 367 | ||||||
| Total | 3,147 | 2,662 |
Page 10
During the third and fourth quarter of 2022, the Company evaluated the results of the drilling program completed in the second quarter of 2022. The program entailed re-entering existing drill holes and used directional drilling tools to continue drilling from known gold-bearing intersections, toward prospective higher-grade structures. Approximately 2,500 meters of drilling was completed.
At the Company’s 3 Aces project, 2022 estimated costs and those incurred that supported the current year’s initial drill program, to December 31, 2022 were:
| ($000s) | Actual | Plan | ||||||
| Payroll | 919 | 1,056 | ||||||
| Exploration | 1,758 | 5,000 | ||||||
| Environmental | 332 | 1,123 | ||||||
| Other holding or property | 45 | 45 | ||||||
| Total | 3,055 | 7,224 |
The lower actual incurred costs when compared to the plan was due to delay in obtaining permits. The Company successfully secured a five-year, Class 4 permit for 3 Aces during the third quarter of 2022 and work immediately commenced on camp repairs, securing water sources and the drilling program. Due to the delay in the granting of the permit, however, the Company altered its original 2022 program to accommodate the shortened drilling season. The 2022 program was designed to test the exploration model developed for a central core area that would confirm the potential for resource expansion and evaluate the applicability of the model to establish drill targets within the 3 Aces claims.
As reported in prior periods, the Company continues to evaluate the best path forward at its Courageous Lake project in NWT. Options include securing a joint venture partner, the sale of all or a portion of the project, updating the 2012 PFS with a smaller initial project, or conducting additional exploration outside the area of known reserves and resources.
In response to the Covid-19 pandemic, the Company implemented measures to safeguard the health and well-being of its employees, contractors, consultants, and community members. Many of the Company’s employees worked remotely prior to the pandemic, and from March 2020 through to 2022, employees have been working remotely during ongoing periods of lockdowns in various jurisdictions. The Company conducted its 2022 programs around social distancing protocols that include safety and preventative actions at its camps. The Company executed its 2022 exploration and development work at KSM, Iskut, Snowstorm and 3 Aces projects under the same successful protocols it implemented in 2020 and 2021. The Company’s engagement with potential joint venture partners, or potential acquirors of KSM or Courageous Lake diminished in both 2020 and 2021 as major mining companies focused on addressing the needs of their existing operations as a result of the pandemic.
The Company has full access to its properties in Canada and the United States and has managed to adequately staff its camps for conducting its programs. The Company has not experienced problems obtaining the supplies and services needed for its work programs. The Company will follow the advice of local governments and health authorities where it operates. The Company plans work programs on an annual basis and adjusts its plans to the conditions it faces. Now with many of the travel and other restrictions eliminated, the Company fully expects to be able to continue operating its planned programs. One factor that the Company must plan for is the recent resurgence of inflation above past multi-decade levels. Budgets prepared for 2023 have incorporated inflation factors, including labour costs, fuel and energy costs and camp operations and supplies. These increases have not materially impacted planned operations or the Company’s ability to fund and execute its plans.
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Liquidity and Capital Resources
The Company’s working capital position at December 31, 2022, was $88.4 million compared to $36.9 million on December 31, 2021. Increased cash resources resulted from the cash raised through financings (discussed below), and exercise of stock options, partially offset by cash used in early infrastructure development and corresponding equipment, environmental, reclamation and exploration projects, corporate and administrative costs, and reclamation bonding deposits for KSM. Included in current liabilities at December 31, 2022, is $4.2 million of flow-through premium liability which is a non-cash item (December 31, 2021 - $1.4 million) and will be reduced as flow-through expenditures are incurred.
| December 31, | December 31, | |||||||
| ($000s) | 2022 | 2021 | ||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 46,150 | $ | 11,523 | ||||
| Short-term deposits | 81,690 | 29,243 | ||||||
| Amounts receivable and prepaid expenses | 8,220 | 10,026 | ||||||
| Investment in marketable securities | 3,696 | 3,367 | ||||||
| Convertible notes receivable | 631 | - | ||||||
| Total current assets | 140,387 | 54,159 | ||||||
| Liabilities and shareholders’ equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | 42,956 | $ | 12,165 | ||||
| Flow-through share premium | 4,183 | 1,366 | ||||||
| Lease obligations | 511 | 90 | ||||||
| Provision for reclamation liabilities | 4,343 | 3,680 | ||||||
| Total current liabilities | 51,993 | 17,301 | ||||||
| Working Capital (1) | 88,394 | 36,858 | ||||||
| (1) | This is a non-GAAP financial performance measure with no standard definition under IFRS. |
On March 24, 2022, the Company entered into an agreement selling a secured note (“Note”) that is to be exchanged at maturity for a 60% gross silver royalty (the “Silver Royalty”) on the KSM project to Sprott Resource Streaming and Royalty Corp. and Ontario Teachers’ Pension Plan (jointly, the “Investors”) for US$225 million. The proceeds of the financing are to be used to continue ongoing physical works at KSM and advance the project towards a designation of Substantially Started. The Substantially Started designation ensures the continuity of the KSM project’s approved EAC for the life of the project.
The Note bears interest at 6.5% per annum, payable quarterly in arrears. The Company can elect to satisfy interest payments in cash or by delivering common shares. During 2022, the interest was paid in cash. The Company’s obligations under the Note are secured by a charge over all of the assets of its wholly owned subsidiary, KSM Mining ULC, and a limited recourse guarantee from the Company secured by a pledge of the shares of KSM Mining ULC.
If project financing to develop, construct and place KSM into commercial production is not in place by March 24, 2027, the Investors can put the Note back to the Company for US$232.5 million in cash or common shares at the Company’s option. This right expires once such project financing is in place. If the Investors exercise this put right, the Investors’ right to purchase the Silver Royalty terminates.
If the EAC expires at any time while the Note is outstanding, the Investors can put the Note back to the Company for US$247.5 million at any time over the following nine months, in cash or common shares at the Company’s option. If the Investors exercise this put right, the Investors’ right to purchase the Silver Royalty would terminate.
When the Note matures, the Investors will use all of the principal amount repaid on maturity to purchase the Silver Royalty. The Note matures upon the first of either commercial production being achieved at KSM and either the 10-year anniversary, or if the EAC expires and the Investors do not exercise their right to put the Note to the Company, the 13-year anniversary of the issue date of the Note.
If commercial production is not achieved at KSM prior to the tenth anniversary from closing, the Silver Royalty payable to the Investors will increase to a 75% gross silver royalty. If the EAC expires during the term of the Note and the corresponding put right is not exercised, the increase will occur at the thirteenth anniversary from closing. The Company has the option to buy back 50% of the Silver Royalty, once exchanged on or before 3 years after commercial production has been achieved, for an amount that provides the Investors a minimum guaranteed annualized return.
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No amount payable may be paid in common shares of Seabridge if, after the payment, any of the Investors would own more than 9.9% of the Company’s outstanding shares.
The financing provides most of the capital necessary to attain Substantial Start and reduces the time from the construction schedule once a construction decision has been made.
In 2019, 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$40 million in value of common shares of the Company. In 2020, the Company issued 1,327,046 shares, at an average selling price of $21.94 per share, for net proceeds of $28.5 million under the Company’s At-The-Market offering.
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 current US$775 million Shelf Registration Statement expired in December 2022, and was renewed subsequent to the year end. In 2021, the Company issued 2,242,112 shares, at an average selling price of $22.71 per share, for net proceeds of $49.9 million under the Company’s At-The-Market offering. In 2022, the Company issued 998,626 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.
Subsequent to December 31, 2022, 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. Subsequent to December 31, 2022, the Company issued 313,666 shares, at an average selling price of $18.26 per share, for net proceeds of $5.6 million under the Company’s At-The-Market offering.
During the year ended December 31, 2022, the Company received $7.3 million upon the exercise of 540,834 stock options.
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 2022, operating activities, including working capital adjustments, used $8.0 million cash compared to $11.7 million cash used by operating activities in 2021. The decrease in the year-over-year basis was mainly related to $4.0 million decrease in cash used in working capital, $4.9 million increase in foreign exchange gain, and $2.6 million increase in interest income, partially offset by $3.1 million increase in general and administrative expenses, $3.4 million increase in financing fees, and $1.2 million increase in environmental rehabilitation disbursements. Higher general and administrative expenses in 2022 was mainly related to higher cash compensation, new ERP implementation costs, and the costs associated with the risk assessment review and sustainability programs. Operating activities in the near-term are expected to remain stable or increase marginally given the growth in project and corporate activity in the Company.
As previously disclosed in the Company’s prior years financial statements, in 2019 the Company received a notice from the CRA that it proposed to reduce the amount of expenditures reported as Canadian Exploration Expenses (CEE) for the three-year period ended December 31, 2016. The Company has funded certain of its exploration expenditures, from time-to-time, with the proceeds from the issuance of flow-through shares and renounced, to subscribers, the expenditures which it determined to be CEE. The notice disputes the eligibility of certain types of expenditures previously audited and approved as CEE by the CRA. The Company strongly disagrees with the notice and responded to the CRA auditors with additional information for their consideration. In 2020, the CRA auditors responded to the Company’s submission and, although accepting additional expenditures as CEE, reiterated that their position remains largely unchanged and subsequently issued reassessments to the Company reflecting the additional CEE expenditures accepted and $2.3 million of Part Xll.6 tax owing. The Company has been made aware that the CRA has reassessed certain investors who subscribed for flow-through shares in 2013 and will reassess other investors with reduced CEE deductions. Notice of objections to the Company’s and investors’ reassessments have and will be filed as received and will be appealed to the courts, should the notice of objections be denied. The Company has indemnified the investors that subscribed for the flow-through shares. The potential tax indemnification to the investors is estimated to be $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 13
During 2016, upon the completion of an audit of the application by tax authorities of the British Columbia Mineral Exploration Tax Credit (“BCMETC”) program, the Company was reassessed $3.6 million, including accrued interest, for expenditures that the tax authority has categorized as not qualifying for the BCMETC program. The Company recorded a $3.6 million provision within non-trade payables and accrued expenses on the consolidated statements of financial position as at December 31, 2016 with a corresponding increase in mineral interests. In 2017 the Company filed an objection to the reassessment with the appeals division of the tax authorities and paid one-half of the accrued balance to the Receiver General and reduced the provision by $1.8 million. In 2019, the Company received a decision from the appeals division that the Company’s objection was denied, and the Company filed a Notice of Appeal with the British Columbia Supreme Court. The Attorney General of Canada replied to the facts and arguments in the Company’s Notice of Appeal and stated its position that the Company’s expenditures did not qualify for the BCMETC program. Subsequent to the year end, the Company completed discoveries with the Department of Justice and will continue to move the appeal process forward as expeditiously as possible. The Company intends to continue to fully defend its position. As at December 31, 2022, the Company has recognized $3.9 million of long-term receivable from the CRA, including $2.3 million of HST credit due to the Company. The amount recorded in long-term receivables as of December 31, 2022 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 December 31, 2022:
| Payments due by years | ||||||||||||||||||||
| ($000s) | Total | 2023 | 2024-25 | 2026-27 | 2028-29 | |||||||||||||||
| Secured note – interest expense | 138,656 | 19,808 | 39,616 | 39,616 | 39,616 | |||||||||||||||
| Capital expenditure obligations | 104,688 | 98,128 | 6,560 | - | - | |||||||||||||||
| Flow-through share expenditures | 15,023 | 15,023 | - | - | - | |||||||||||||||
| Mineral interests | 5,782 | 826 | 1,652 | 1,652 | 1,652 | |||||||||||||||
| Lease obligation | 1,701 | 669 | 834 | 106 | 92 | |||||||||||||||
| 265,849 | 134,454 | 48,662 | 41,374 | 41,360 | ||||||||||||||||
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 $32.8 million of which the Company has paid $11.7 million to BC Hydro and the remaining balance is due in 2023. In addition, the Facilities Agreement requires $54.2 million in security or cash from the Company for BC Hydro system reinforcement which is required to make the power available of which the Company has paid $21.2 million to BC Hydro and the balance is due in 2023. The $54.2 million system reinforcement security will be forgiven annually, typically over a period of less than 8 years, based on project power consumption. Subsequent to December 31, 2022, $43.7 million was paid to BC Hydro.
Prior to its maturity, the secured note bears interest at 6.5%, or US$14.6 million per annum, payable quarterly in arrears. The Company can elect to satisfy interest payments in cash or by delivering common shares.
Outlook
As mentioned above, the COVID-19 pandemic has not materially impacted the Company’s operations, financial condition or financial performance in 2022, but in 2020 and 2021 it caused it to reduce the scale of certain programs as it hindered the pace of advancement at the affected projects in those years. The Company has been able to execute its 2022 exploration, and monitoring programs at its projects as well as the site capture and early infrastructure development activities at KSM, safely and within the constraints and safety measures implemented. Although the capital markets have been relatively volatile, the Company has not experienced limitations nor does it foresee limitations to accessing capital on acceptable terms. No disruptions to supply chains have been experienced nor have there been delays in project activity.
Page 14
In 2022, the Company has enjoyed favorable capital markets, closing the US$225 million secured financing in the first fiscal quarter and has successfully raised funds under its ATM offering of common shares and other financings mentioned above and its financial condition has not been adversely impacted by the pandemic. As a company without revenue from operations, its financial performance has not been impacted by the pandemic. The Company will continue to monitor developments of the pandemic and will continue to assess the pandemic’s potential impact on the Company’s operations and business.
In addition to the extensive Substantial Start work that the Company is carrying out, it also continues its pursuit of a joint venture agreement on the KSM project with a suitable partner on terms advantageous to the Company, since it does not intend to build or operate the project alone. The KSM project includes multiple deposits and provides a joint venture partner, or purchaser, flexibility in the design of the project. In accordance with its priorities and risk tolerance, the Company believes that it does not make sense for it to start preparing a feasibility study on the KSM project on its own. The 2022 KSM PFS includes recommendations on additional work that could be completed to advance the project, including budget estimates. The work that a joint venture partner might choose to complete might include some or all of this recommended work and might include significantly more work, and so the timing and cost for a joint venture partner to conclude the recommended work or a feasibility study is difficult to predict. The Company plans its work to advance the KSM project on an annual basis, when the results of one year’s work have been received and analyzed, planning for the next year begins. Currently, the Company is focused on Substantial Start activities and while planning its programs, the Company will consider the recommended work in the PFS, but the Company will decide work based on its priorities, the results of its advancement work and the items it believes are best left for a joint venture partner to decide. Plans for each year are typically announced in the second quarter of the year and budgets are established at the beginning of that year.
The early construction work the Company is considering for completion in 2024 and 2025 includes completing construction of the Taft Creek fish habitat offsetting ponds, constructing the powerline from the Treaty Creek switching station to the area of the proposed processing plant and MTT portals in the North Treaty Creek valley, constructing the power substation at the area of the processing plant, constructing the Coulter Creek Access Road to the 8.6 km mark and clearing of many of the sites for location of proposed KSM Project infrastructure. The Company anticipates submitting an application to the EAO for a decision that the KSM Project has been “substantially started” well before the deadline and believes it is keeping itself on course for a positive decision.
The Company has only prepared preliminary estimates for the cost of all of this work and certain of the work requires further engineering before reasonable cost estimates can be established. The Company may elect not to complete some or many elements of this work and may elect to engage in construction of other elements of the KSM Project infrastructure instead, including in respect of the work for 2023. However, it is anticipating that its budget for 2023 early construction activities will be in the range of $100 - $180 million.
At Iskut, the Company will conduct a planned 2023 exploration program that is focused on the Bronson Slope copper-gold resource and test porphyry occurrences in other targets on the property Environmental work will also continue on the reclamation and closure plan for the Johnny Mountain mine.
Page 15
At the Company’s 3 Aces project, the Company will conduct a 2023 exploration program that will include 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 plans to commence a preliminary feasibility study for an alternative development plan for the project and determine the best path forward to unlock value.
The Company is exploring various alternatives for raising the funding necessary to pay for these construction activities and other business objectives. Possible financing options include the sale of a 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 a 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 Corporation and its affiliates relating to sustainability and ESG. As the Company operates in the natural resource extraction industry, the Company strives to achieve the highest operating standards, assessing and mitigating the impacts on the physical environment and the communities in which the Company operates. The Company is committed to sustainability and the integration of sustainability principles into all of our activities and has adopted its Sustainability Policy.
During the third quarter of 2022, the Company published its supplemental Sustainability Report providing insight to the Company's commitment to local communities, environment and sustainability. The report captures the last quarter of 2021 to highlight the Company’s progress towards integrating sustainability into its operations. The Company’s Sustainability Reports are prepared with select disclosures and guidance from the Sustainability Standards Accounting Board Metals and Mining Industry Standards and the Global Reporting Initiative Standards, as well as metrics designed for specifically for the Company. In the 2022 report, we will be disclosing Scope 1, 2 and 3 emissions and will be compliant with the Task Force on Climate-Related Financial Disclosures. The Company will also make submissions for CDP scoring that will provide a snapshot of the Company’s disclosure and environmental performance.
The Company also published its ESG Performance Tables for its first reporting year, 2020. The sustainability report highlights the Company’s accomplishments and approach to three critical pillars: the economy, society, and the environment. These pillars are seen as interdependent, each necessary and supportive to the other. The Company recognizes that sustainability involves protecting environmental values in the area of our projects, contributing to the health and the economic and social well-being of our employees and the local communities, and taking action on national and global priorities. A sustainable human environment requires the Company to consider issues such as cultural respect, inclusiveness, diversity, and broad participation in the opportunities and benefits which derive from our efforts.
In addition to the Sustainability Policy, the Company has also implemented its Environmental Policy; Health and Safety Policy including a separate policy on discrimination, bullying, harassment, and violence; a Workplace Employment Policy; and its Policy Statement on Diversity. The Inaugural Sustainability Report and all of the Company’s policies related to ESG can be found on the Company’s website www.seabridgegold.com.
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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. Management evaluated the effectiveness of the Company’s internal controls over financial reporting as of December 31, 2022 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation of the internal controls at December 31, 2022, management has concluded that the Company’s internal controls and procedures are appropriately designed and operating effectively. The registered public accounting firm that audited the Company’s consolidated financial statements has issued their attestation report on management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2022.
Changes to Internal Controls Over Financial Reporting
As previously disclosed in Management’s Discussion and Analysis for the second quarter ended June 30, 2022, the Company implemented a new enterprise resource planning (ERP) system during that quarter. The Company implemented additional controls during the transition period following the new ERP system implementation and also hired a new Director, Information Technology. Other than these changes, there was no change in the Company’s internal controls over financial reporting that occurred during the period beginning October 1, 2022 and ended on December 31, 2022 that has materially affected or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.
Disclosure Controls and Procedures
Disclosure controls and procedures have been designed to ensure that information required to be disclosed by the Company is recorded, processed, summarized and reported within the time periods specified in the rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company is accumulated and communicated to management as appropriate, to allow timely decisions regarding required disclosure. The Company’s Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation of the design of the disclosure controls and procedures as of December 31, 2022, that they are appropriately designed and effective.
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 undertaken in 2020 and another review is planned for early 2023. The review, among other items, verifies all employees’ ability to recognize potentially malicious emails or other communications that could enable an intruder to download malware onto the Company’s systems leading to the potential circumventing of the Company’s security protocols and to potentially steal or hold ransom Company data.
Shares Issued and Outstanding
At March 30, 2023, the issued and outstanding common shares of the Company totaled 81,643,678. In addition, there were 477,500 stock options, and 354,266 RSUs. Assuming the conversion of all of these instruments outstanding, there would be 82,475,444 common shares issued and outstanding.
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Related Party Transactions
During year ended December 31, 2022 and 2021, there were no payments to related parties other than compensation paid to key management personnel. These transactions were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.
Recent Accounting Pronouncements
Refer to Note 3 (N) in the Company’s audited consolidated financial statements for the year ended December 31, 2022.
Critical Accounting Estimates
Refer to Note 3 (C) in the Company’s audited consolidated financial statements for the year ended December 31, 2022.
Risks and Uncertainties
The risks and uncertainties are discussed within the Company’s most recent Annual Information Form filed on SEDAR at www.sedar.com, and the Annual Report on Form 40-F filed on EDGAR at www.sec.gov/edgar.shtml.
Forward Looking Statements
The consolidated financial statements and management’s discussion and analysis and any other materials included with them, contain certain forward-looking statements relating but not limited to the Company’s expectations, intentions, plans and beliefs. Forward-looking information can often be identified by forward-looking words such as “anticipate”, “believe”, “expect”, “goal”, “plan”, “intend”, “estimate”, “may” and “will” or similar words suggesting future outcomes, or other expectations, beliefs, estimates, plans, objectives, assumptions, intentions or statements about future events or performance. Forward-looking information may include reserve and resource estimates and expected changes to them, estimates of future production and related financial analysis, unit costs, costs of capital projects and timing of commencement of operations, and is based on current expectations that involve a number of business risks and uncertainties. Factors that could cause actual results to differ materially from any forward-looking statement include, but are not limited to, failure to establish estimated resources and reserves, the grade and recovery of ore which is mined varying from estimates, capital and operating costs varying significantly from estimates, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects and other factors. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from expected results.
Potential shareholders and prospective investors should be aware that these statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those suggested by the forward-looking statements. Shareholders are cautioned not to place undue reliance on forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and various future events will not occur. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking information whether as a result of new information, future events or other such factors which affect this information, except as required by law.
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