SEABRIDGE GOLD INC (Form: S-8, Received: 05/12/2016 17:32:27)

As filed with the Securities and Exchange Commission on May 12, 2016

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Seabridge Gold Inc.

(Exact name of registrant as specified in its charter)

Canada		Not Applicable
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

106 Front Street East, Suite 400

Toronto, Ontario CANADA M5A 1E 1

(416) 367-9292

(Address of Registrant's principal executive offices)

AMENDED AND RESTATED 2008 STOCK OPTION PLAN

RESTRICTED SHARE UNIT PLAN

(Full title of the plans)

Corporation Service Company

1180 Sixth Avenue

New York, New York 10036

(212) 299-5656

(Name and address of agent for service)

(Telephone number, including area code, of agent for service)

The Commission is requested to send copies of all communications to:
C. Bruce Scott, Corporate Secretary		Bruce A. Rich, Esq.
Seabridge Gold Inc.		Carter Ledyard & Milburn LLP
106 Front Street East		2 Wall Street
Toronto, Ontario		New York, New York
M5A 1E1		10005
(416) 367-9292		(212) 732-3200

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer þ

Non-accelerated filer o

Smaller reporting company o

CALCULATION OF REGISTRATION FEE

		Proposed	Proposed
		Maximum	Maximum
	Amount to	Offering	Aggregate	Amount of
	be	Price	Offering	Registration
Title of Securities to be Registered	Registered (1)	Per Share (2)	Price	Fee

Common Shares, no par value (3)	4,157,550	$ 12.81	$ 53,258,215.50	$ 5,363.10

(1)		Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional common shares, no par value, that become issuable under the Registrant’s Amended And Restated 2008 Stock Option Plan and its Restricted Share Unit Plan (collectively, the “Plans”) by reason of any stock splits, stock dividends or similar transactions.

(2)		Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act by taking the average of the high and low sales prices per share of the common shares on the New York Stock Exchange on May 9, 2016.

(3)		Represents 3,718,250 common shares issuable upon exercise of options and awards previously granted under the Plans and 439,300 additional common shares reserved for issuance pursuant to exercise of options and awards that may be granted under the Plans in the future.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

EXPLANATORY NOTE

This registration statement contains two parts. The first part contains a “reoffer prospectus” prepared in accordance with the requirements of Part I of Form F-3 (as permitted by Section C.3. of the General Instructions to Form S-8). The reoffer prospectus is intended to be a combined prospectus under Rule 429 of the Securities Act to be used in connection with reoffers and resales of “control securities” (as defined in General Instruction C to Form S-8) by certain officers and directors of Seabridge Gold Inc. that they acquired or will acquire by reason of the exercise of options granted or to be granted to them under the Amended And Restated 2008 Stock Option Plan and grant of awards under the Restricted Share Unit Plan (collectively, the “Plans”). The inclusion of any individual in the selling shareholder table in the reoffer prospectus should not be deemed a determination or an admission by us that such individual is in fact an “affiliate” of us.

The second part contains information required to be included in this registration statement pursuant to Part II of Form S-8. Pursuant to the introductory note to Part I of Form S-8, the plans’ information specified by Part I of Form S-8 is not required to be filed with the Securities and Exchange Commission (the “SEC”).

REOFFER PROSPECTUS

This prospectus covers the offer and resale of up to 2,778,000 common shares, without par value, of Seabridge Gold Inc., a Canadian corporation, constituting “control securities” which may be offered and sold from time to time by certain of our officers and directors who have acquired or will acquire such common shares pursuant to the exercise of options granted under our Amended And Restated 2008 Stock Option Plan and grant of awards under our Restricted Share Unit Plan (collectively, the “Plans”).

These sales may be made on the New York Stock Exchange (“NYSE”) or otherwise at prices and at terms then prevailing or at prices related to the then current market price, or in negotiated transactions.

We will not receive any of the proceeds from the sale of these common shares (except pursuant to an exercise of options to purchase common shares under the Amended And Restated 2008 Stock Option Plan). We will bear all expenses of preparing this prospectus and the related registration statement.

Our common shares are quoted for trading on the NYSE under the symbol “SA.” On May 11, 2016, the closing sale price of our common shares on the NYSE was $13.55.

You should read this prospectus carefully before you invest. Investing in the common shares offered hereby involves significant risks. For more information, please see the section of this prospectus titled “Risk Factors,” in this prospectus.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.

The date of this prospectus is May 12, 2016.

TABLE OF CONTENTS

Prospectus Summary	1
Forward Looking Statements	2
Cautionary Note to United States Investors	4
Risk Factors	4
Use of Proceeds	7
Selling Shareholders	7
Plan of Distribution	9
Legal Matters	11
Experts	11
Where You Can Find More Information	12
Information Incorporated By Reference	12

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION WITH THE OFFERING MADE HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY US OR ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS PROSPECTUS, AS WELL AS ANY INFORMATION INCORPORATED BY REFERENCE, IS CURRENT ONLY AS OF THE DATE OF THIS PROSPECTUS OR THE DATE OF THE DOCUMENT INCORPORATED BY REFERENCE, AS APPLICABLE. OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS MAY HAVE CHANGED SINCE THAT DATE. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OFFERED HEREBY BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.

PROSPECTUS SUMMARY

The following is only a summary of some of the information contained or incorporated by reference in this prospectus that we believe to be important. We have selected highlights of material aspects of our business to be included in this summary. We urge you to read this entire prospectus, including the information incorporated by reference herein before making an investment in our common shares. Investing in our common shares involves risks. You should carefully consider the information below referenced under the heading “Risk Factors,” in this prospectus and under that heading in our reports filed with the SEC from time to time. In this prospectus, the words “Company,” “we,” “our” and “us” refer to Seabridge Gold Inc. and our consolidated subsidiaries.

We are a Canadian gold resource company engaged in the acquisition and exploration of gold properties in North America. Our business plan is to obtain gold prospects in the ground, but rather than going into production on our own we then seek the sale of the properties or participation in joint ventures toward production with major mining companies.

Our principal properties are the Kerr-Sulphurets-Mitchell Project located in Northern British Columbia, Canada (the “KSM Project”) and the Courageous Lake Project located in the Northwest Territories, Canada (the “Courageous Lake Project”). We hold a 100% interest in each of these properties. Two of our non-material properties are subject to option agreements under which the optionee may acquire a 100% interest in such project. A summary of the estimated gold resources at our properties is set out under the heading “Description of the Issuer’s Business – General” beginning on page 6 of the 2015 Annual Information Form (the “AIF”), included as Exhibit 99.1 to the our Annual Report on Form 40-F for 2015, which is incorporated by reference herein.

We have completed a prefeasibility study in respect of each of the KSM Project and Courageous Lake Project and have declared reserves on each of these properties. These reports are (1) the technical report titled “2012 KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study” dated June 22, 2012 and amended November 11, 2014; and (2) the technical report titled “Courageous Lake Prefeasibility Study” dated September 5, 2012 and amended November 11, 2014. Both technical reports have been filed on SEDAR (www.sedar.com) and with the SEC ( www.sec.gov ).

Proven and probable reserve estimates for the KSM Project are set out under the heading “Description of the Issuer’s Business – KSM Project – Proven and Probable Reserves” beginning on page 21 of the AIF.

Proven and probable reserve estimates for the Courageous Lake Project are set out under the heading “Description of the Issuer’s Business – Courageous Lake Project – Mine Planning – Mining Operations – Proven and Probable Reserves” on page 60 of the AIF.

We are seeking a sale or joint venture of the KSM Project and the Courageous Lake Project, or a sale of our company, while the current phase of finding and delineating higher grade core zones to improve the economics of these projects and additional de-risking of these projects is being advanced. The recent exploration at the KSM Project has resulted in the discovery and delineation of the Deep Kerr deposit, a higher grade predominantly copper deposit lying below the Kerr deposit at the KSM Project, which now has grown to an inferred resource of approximately 1 billion tonnes. The results of de-risking efforts at the KSM Project include the positive environmental assessment decisions (provincial and federal) and agreements with certain of the local aboriginal groups. One of the goals of the search for high grade core zones at the KSM Project was to change its economic profile. Before finding the Deep Kerr deposit, the KSM Project was a gold project with a robust copper credit that would appeal primarily to gold miners as prospective partners. Now, the KSM Project has a much stronger copper profile which opens up the potential for a joint venture with a large base metal producer. Realizing value for our shareholders will depend on the potential financial return for a prospective purchaser or partner, successfully addressing regulatory and aboriginal concerns as well as market conditions at the time, especially gold and copper prices, and the exchange rate between Canadian dollars and U.S. dollars. The timing of sales or joint venture agreements, if any, cannot be determined at this juncture.

Our continuing success is dependent on, among other things: (1) being able to raise capital as needed, (2) strength in the price of gold and copper, (3) successfully concluding negotiations under which others acquire interests in our properties, whether under option agreements, joint venture earn-in agreements, or by purchase, (4) exploration success on projects we are exploring on our own account, and/or (5) advancing our projects through further regulatory reviews and permitting.

The documents incorporated by reference herein, including the AIF, contain further details regarding our business. See “Documents Incorporated by Reference.”

FORWARD LOOKING STATEMENTS

This prospectus and the exhibits attached or referenced 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 Securities Exchange Act of 1934, as amended (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 prospectus and the exhibits attached hereto, or referenced herein, we have applied several material assumptions including, but not limited to, the assumption that: (i) market fundamentals will result in sustained demand and prices for gold and copper, and to a much lesser degree, silver and molybdenum; (ii) the potential for production at our mineral projects will continue operationally, legally and economically; (iii) any additional financing needed will be available on reasonable terms; and (iv) estimated resources at our projects have merit and there is continuity of mineralization as reflected in such estimates.

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 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 our exploration activities and future development activities, and to continue as a going concern, which are dependent in part on our ability to obtain suitable financing, enter into joint ventures or sell property interests;

	•	uncertainty of whether the reserves estimated on our mineral properties will be brought into production;
	•	uncertainty relating to the assumptions underlying our resource and reserve estimates;

	•	uncertainty of estimates of capital costs, operating costs, production and economic returns;
	•	risks related to commercially producing precious metals 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 of adequate amounts;
	•	risks related to obtaining all necessary permits and governmental approvals for exploration, development and mining activities, including in respect of environmental regulation;

	•	uncertainty related to title to our mineral properties and rights of access over or through lands subject to third party mineral tenures;
	•	risks related to unsettled First Nations rights and title, including risks arising as a result of the Supreme Court of Canada decision in Tsilhqot'in Nation v. British Columbia of June 26, 2014, and settled Treaty Nations' rights;

	•	risks related to increases in demand for exploration, development and construction services equipment, and related cost increases;
	•	increased competition in the mining industry;

	•	our need to attract and retain qualified management and personnel;
	•	risks related to conflicts of interest due to some of our directors' and officers' involvement with other natural resource companies; and

•

our classification as a "passive foreign investment company" under the United States tax code.

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 to our Form 40-F dated March 25, 2016, as Exhibit 99.1 under the heading “Risk Factors” and elsewhere in the AIF, and in the documents incorporated by reference in this prospectus and the AIF.

These forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made. 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.

CAUTIONARY NOTE TO UNITED STATES INVESTORS

We are permitted under a multi-jurisdictional disclosure system adopted by the securities regulatory authorities in Canada and the United States to prepare this prospectus and the documents incorporated by reference in this prospectus in accordance with the requirements of Canadian securities laws, which differ from the requirements of U.S. securities laws. National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“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. Unless otherwise indicated, all reserve and resource estimates contained or incorporated by reference in this prospectus have been prepared in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum Classification System. These standards differ significantly from the requirements of the SEC, and reserve and resource information contained herein and in the documents incorporated by reference herein may not be comparable to similar information disclosed by U.S. companies.

Without limiting the foregoing, this prospectus, including the documents incorporated by reference in this prospectus, uses the terms “measured”, “indicated” and “inferred” resources. U.S. investors are cautioned that, while such terms are recognized and required by Canadian securities laws, the SEC does not recognize them. Under U.S. standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. U.S. investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into reserves.

U.S. investors should also understand that “inferred resources” have a great amount of uncertainty as to their existence and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of the “inferred resources” exist, are economically or legally mineable or will ever be upgraded to a higher category. Therefore, U.S. investors are also cautioned not to assume that all or any part of the inferred resources exist, or that they can be mined legally or economically. Disclosure of “contained ounces” in a mineral resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report “resources” as in place tonnage and grade without reference to unit measures. The definitions of proven and probable reserves used in NI 43-101 also differ from the definitions in SEC Industry Guide 7. As a result, the reserves reported by us in accordance with NI 43-101 may not qualify as “reserves” under SEC standards.

Accordingly, information concerning descriptions of reserves and resources contained in this prospectus, or in the documents incorporated by reference in this prospectus, may not be comparable to information made public by U.S. companies subject to the reporting and disclosure requirements of the SEC.

RISK FACTORS

An investment in our common shares involve significant risks. We urge you to carefully consider the risks incorporated by reference in this prospectus before making an investment decision, including those risks set forth under the heading “Risk Factors” and elsewhere in the AIF, and in the documents incorporated by reference in this prospectus and the AIF as well as in our other filings with the SEC, all of which may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future.

Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of these risks were to occur, our business, financial condition and results of operations could be seriously harmed. In that event, the trading price of our shares could decline and you may lose all or part of your investment.

Risks Relating to Investment in Our Common Shares

The trading price for our securities is volatile .

The market prices for the securities of mining companies, including our company, have historically been highly volatile. The market has from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of any particular company. In addition, because of the nature of our business, certain factors such as our announcements and the public’s reaction, operating performance and the performance of competitors and other similar companies, fluctuations in the market prices of our resources, government regulations, changes in earnings estimates or recommendations by research analysts who track our securities or securities of other companies in the resource sector, general market conditions, announcements relating to litigation, the arrival or departure of key personnel and the factors listed under the heading “Forward-Looking Statements” can have an adverse impact on the market price of our common shares. For example, since January 1, 2016, the closing price of our common shares on the TSX has ranged from a low of CDN$8.40 to a high of CDN$19.69 and on the NYSE has ranged from a low of US$5.78 to a high of US$15.26.

Any negative change in the public’s perception of our prospects could cause the price of our securities, including the price of our common shares, to decrease dramatically. Furthermore, any negative change in the public’s perception of the prospects of mining companies in general could depress the price of our securities, including the price of our common shares, regardless of our results. Following declines in the market price of a company’s securities, securities class-action litigation is often instituted. Litigation of this type, if instituted, could result in substantial costs and a diversion of our management’s attention and resources.

Sales of a significant number of common shares in the public markets, or the perception of such sales, could depress the market price of our common shares.

Sales of a substantial number of common shares or other equity-related securities in the public markets by us or by our significant shareholders could depress the market price of the common shares and impair our ability to raise capital through the sale of additional equity securities. We cannot predict the effect that future sales of our common shares or other equity-related securities would have on the market price of our common share. The price of our common shares could be affected by possible sales of the common shares by hedging or arbitrage trading activity.

We have discretion concerning the use of cash resources, including the net proceeds derived from the exercise of options, as well as the timing of expenditures.

We have discretion concerning the application of cash resources and the timing of expenditures and shareholders may not agree with the manner in which we elect to allocate and spend cash resources. The results and the effectiveness of the application of cash resources are uncertain. A failure to apply cash resources effectively could have a material adverse effect on our business. Our management will have discretion with respect to the use of the net proceeds from the potential exercise of options and investors will be relying on the judgment of our management regarding the application of these proceeds. Our management could spend most of the net proceeds in ways that our security holders may not desire or that do not yield a favourable return. Prospective investors will not have the opportunity, as part of their investment in our common shares, to influence the manner in which any net proceeds are used. At the date of this prospectus, we intend to use any net proceeds as indicated in the discussion under “Use of Proceeds”. However, our needs may change as our business evolves and we may have to allocate the net proceeds differently than as indicated in the discussion under “Use of Proceeds”.

We believe that we may be classified as a “passive foreign investment company” for the current taxable year, which would likely result in materially adverse U.S. federal income tax consequences for U.S. investors.

We believe that we were classified as a passive foreign investment company (“ PFIC ”) for the taxable year ending December 31, 2015 and expect that we may be classified as a PFIC for the current taxable year and in future taxable years. If we are classified as a PFIC for any taxable year during which a U.S. shareholder holds the common shares, it would likely result in adverse U.S. federal income tax consequences for such U.S. holder. The adverse consequences of the PFIC regime may be mitigated if a U.S. holder is able to make a “qualified electing fund” (“ QEF ”) election or a “mark-to-market” election. We have made available and expect to continue to make available the information necessary for a U.S. holder to make and maintain a QEF election.

We have 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.

We have a history of net losses and negative cash flows from operations and, although we achieved a net profit of $10,290,000 for the fiscal year ended December 31, 2008 and a net profit of $3,540,000 in 2010 primarily as a result of a sale of assets, we expect to incur net losses and negative cash flows from operations for the foreseeable future. As of December 31, 2015, our historical net deficit totaled approximately $89.0 million. None of our properties have advanced to the commercial production stage and we have no history of earnings or positive cash flow from operations.

We expect to continue to incur net losses unless and until such time as one or more of our projects enters into commercial production and generates sufficient revenues to fund continuing operations or until such time as we are able to offset its expenses against the sale of one or more of our projects, if applicable. The development of our 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 development, 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 our control. There is no assurance that we will be profitable in the future.

We apply from time-to-time for refunds under British Columbia Mining Exploration Tax Credit (“BCMETC”) and its claims are subject to audit and may not be successful in full.

We seek refunds of qualifying exploration expenditures under BCMETC. These claims are subject to audit by the Canada Revenue Agency (the “ CRA ”), the outcome of which is uncertain. There is a risk that if a claim is reduced on audit, we may be required to return money refunded to it by the CRA.

USE OF PROCEEDS

The common shares which may be sold under this prospectus will be sold for the respective accounts of each of the selling shareholders. Accordingly, we will not realize any proceeds from the sale of the common shares, except that we will derive proceeds if the options to purchase common shares currently outstanding and options that may be issued in the future under the Amended And Restated 2008 Stock Option Plan are exercised. If exercised, such proceeds will be available to us for working capital and general corporate purposes. No assurance can be given, however, as to when or if any or all of the options will be exercised. We will not receive any proceeds from the issuance and vesting of common shares under the Restricted Share Unit Plan. All expenses of the registration of the shares will be paid for by us. See “Selling Shareholders” and “Plan of Distribution.”

SELLING SHAREHOLDERS

The following table sets forth (i) the name and relationship to us and our affiliates (within the past three years) of each selling shareholder listed below; (ii) the number of common shares each selling shareholder owned of record before the offering; (iii) the number of common shares being offered for sale by such holder pursuant to this prospectus (which represents the maximum number of shares that could be sold under this prospectus by such holder assuming the vesting of all awards and exercise of all options); and (iv) the number of common shares to be owned by each selling shareholder and the percentage of the class to be owned by such holder assuming such holder disposes of all of the shares being offered pursuant to this prospectus. The information under this heading relates to resales of shares covered by this prospectus by persons who are our “affiliates”, as that term is defined under federal securities laws.

The tabular information below assumes that all the common shares being offered pursuant to the registration statement of which this prospectus is a part are sold to third parties. However, because the selling shareholders may offer all or a portion of the shares covered by this prospectus at any time and from time to time hereafter, the exact number of shares that each selling shareholder may retain after completion of the offering cannot be determined at this time. Information concerning the selling shareholders may change from time to time and, to the extent required, will be set forth in supplements or amendments to this prospectus. We believe that each selling shareholder has sole voting and investment power over his common shares, unless otherwise noted below.

The common shares covered by this prospectus may be sold by the selling shareholders, by those persons or entities to whom they transfer, donate, devise, pledge or distribute their shares or by other successors in interest. We are registering the common shares for resale by the selling shareholders set forth below.

Name	Number of Common Shares Owned Before Offering (1)			Number of Common Shares That May Be Offered (1)		Number of Common Shares Owned After Offering (1)		Percentage Total Voting Power After Offering

A Frederick Banfield (Director)		375,000	(2)		125,000		400,000		*
Douglass “Scott” Barr (Director)		105,000	(3)		125,000		130,000		*
Rudi P. Fronk (Chairman of the Board and Chief Executive Officer)		1,410,000	(4)		600,000		1,510,000		2.8	%
Eliseo Gonzalez-Urien (Director)		169,765	(5)		125,000		194,765		*
Richard Kraus (Director)		52,000	(6)		75,000		77,000		*
Jay Layman (President and Chief Operating Officer, Director)		480,393	(7)		700,000		705,393		1.3	%
John Sabine (Director)		57,000	(8)		75,000		82,000		*
William E. Threlkeld (Senior Vice President, Exploration)		424,166	(9)		235,000		505,000		*
Peter Williams (Senior Vice President, Technical Services)		122,500	(10)		126,750		149,250		*
Christopher J. Reynolds (Vice President, Finance, Chief Financial Officer and Director)		218,333	(11)		237,500		307,500		*
R. Brent Murphy(Vice President, Environmental Affairs)		137,047	(12)		166,250		196,630		*
C. Bruce Scott (Vice President, Corporate Affairs and Corporate Secretary)		183,400	(13)		187,500		205,900		*

_______________

* Less than 1%

(1) The share numbers under “Number of Common Shares Owned Before Offering” represent the number of common shares beneficially owned by each selling shareholder, including common shares held directly and those which the selling shareholder has the right to acquire within 60 days under the Plans. The common share numbers under “Number of Common Shares That May Be Offered” include options and awards granted under the Plans, irrespective of whether they are exercisable within 60 days of the date of this prospectus. The share numbers under “Number of Common Shares Owned After Offering” represent the number of shares beneficially owned by each selling shareholder assuming that all options granted under the Plans have been exercised.

(2) Includes 100,000 shares issuable upon exercise of options and grant of awards which are currently exercisable or become exercisable within 60 days of the date of this prospectus.

(3) Includes 100,000 shares issuable upon exercise of options or grant of awards which are currently exercisable or become exercisable within 60 days of the date of this prospectus.

(4) Includes 500,000 shares issuable upon exercise of options or grant of awards which are currently exercisable or become exercisable within 60 days of the date of this prospectus.

(5) Includes 100,000 shares issuable upon exercise of options or grant of awards which are currently exercisable or become exercisable within 60 days of the date of this prospectus.

(6) Includes 50,000 shares issuable upon exercise of options or grant of awards which are currently exercisable or become exercisable within 60 days of the date of this prospectus.

(7) Includes 475,000 shares issuable upon exercise of options or grant of awards which are currently exercisable or become exercisable within 60 days of the date of this prospectus.

(8) Includes 50,000 shares issuable upon exercise of options or grant which are currently exercisable or become exercisable within 60 days of the date of this prospectus.

(9) Includes 154,167 shares issuable upon exercise of options or grant of awards which are currently exercisable or become exercisable within 60 days of the date of this prospectus.

(10) Includes 100,000 shares issuable upon exercise of options or grant of awards which are currently exercisable or become exercisable within 60 days of the date of this prospectus.

(11) Includes 148,333 shares issuable upon exercise of options or grant of awards which are currently exercisable or become exercisable within 60 days of the date of this prospectus.

(12) Includes 106,667 shares issuable upon exercise of options or grant which are currently exercisable or become exercisable within 60 days of the date of this prospectus.

(13) Includes 165,000 shares issuable upon exercise of options or grant of awards which are currently exercisable or become exercisable within 60 days of the date of this prospectus.

PLAN OF DISTRIBUTION

The common shares covered by this prospectus may be offered and sold from time to time by the selling shareholders. The term “selling shareholders” includes pledgees, donees, transferees or other successors-in-interest selling shares received after the date of this prospectus from the selling shareholders as a pledge, gift or other non-sale related transfer. To the extent required, we may amend and supplement this prospectus from time to time to describe a specific plan of distribution.

The selling shareholders will act independently of us in making decisions with respect to the timing, manner and size of each sale. The selling shareholders may make these sales at prices and under terms then prevailing or at prices related to the then current market price. The selling shareholders may also make sales in negotiated transactions, including pursuant to one or more of the following methods:

·	purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus;

·	ordinary brokerage transactions and transactions in which the broker solicits purchasers;

·	one or more block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

·	an over-the-counter distribution in accordance with the rules of the NYSE;

·	through brokers pursuant to pre-arranged sales plans intended to qualify under Rule l0b5-1 of the Exchange Act;

·	in privately negotiated transactions;

·	in any combination of one or more of these methods; and

·	in any other lawful method.

In connection with distributions of the common shares or otherwise, the selling shareholders may:

·	enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares in the course of hedging the positions they assume;

·	sell the shares short and redeliver the shares to close out such short positions;

·	enter into option or other transactions with broker-dealers or other financial institutions that require the delivery to them of shares offered by this prospectus, which they may in turn resell; and

·	pledge shares to a broker-dealer or other financial institution, which, upon a default, they may in turn resell.

In addition, the selling shareholders may sell all or a portion of common shares covered by this prospectus, either as agents for others or as principals for their own that qualify for sale pursuant to Rule 144 or 145 under the Securities Act rather than pursuant to this prospectus.

Sales through brokers may be made by any method of trading authorized by any stock exchange or market on which the shares may be listed or quoted, including block trading in negotiated transactions.

Without limiting the foregoing, such brokers may act as dealers by purchasing any or all of the common shares covered by this prospectus, either as agents for others or as principals for their own accounts, and reselling such shares pursuant to this prospectus. The selling shareholders may effect such transactions directly, or indirectly through underwriters, broker-dealers or agents acting on their behalf. In effecting sales, broker-dealers or agents engaged by the selling shareholder may arrange for other broker-dealers to participate. Broker-dealers or agents may receive commissions, discounts or concessions from the selling shareholders, in amounts to be negotiated immediately prior to the sale. To the extent required, the names of any underwriters, broker-dealers or agent and applicable commissions, concessions, allowances and discounts and any other required information with respect to any particular offer of the common shares by a selling shareholder will be set forth in a prospectus supplement.

In offering the common shares covered by this prospectus, the selling shareholders, and any broker-dealers and any other participating broker-dealers who execute sales for the selling shareholders, may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these sales. Any profits realized by the selling shareholders and the compensation of such broker-dealers may be deemed to be underwriting discounts and commissions.

In order to comply with the securities laws of certain states, the common shares must be sold in those states only through registered or licensed brokers or dealers. In addition, in certain states the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

We have advised the selling shareholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of common shares in the market and to the activities of the selling shareholders and their respective affiliates. In addition, we will make copies of this prospectus available to the selling shareholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling shareholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

All costs, expenses and fees in connection with the registration of the common shares offered hereby will be borne by us. Brokerage commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by the selling shareholders.

We have agreed to indemnify certain of the selling shareholders against certain liabilities, including liabilities under the Securities Act, or to contribute to payments to which any of those shareholders may be required to make in respect thereof.

There can be no assurance that the selling shareholders will sell any or all of the securities offered by them hereby.

LEGAL MATTERS

The validity of the common shares offered by this prospectus has been passed upon for us by CBCS Law Corporation of Vancouver, Canada. Mr. C. Bruce Scott, president of CBCS Law Corporation, is the beneficial owner of 183,400 of our common shares.

EXPERTS

The consolidated financial statements of Seabridge Gold Inc. as at December 31, 2015 and 2014, and for the years ended December 31, 2015 and 2014, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2015 have been incorporated by reference herein and in the registration statement in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein and in the registration statement, and upon the authority of said firm as experts in accounting and auditing.

Certain scientific and technical information incorporated by reference herein has been reviewed and verified by Tetra Tech WEI, Inc., Dr. John Huang, Sabry Abdel Hafez and Hassan Ghaffari, Moose Mountain Technical Services and James H. Gray, W.N. Brazier Associates Inc. and Neil Brazier, ERM Consultants Canada Ltd. and Pierre Pelletier, Klohn Crippen Berger Ltd. and J. Graham Parkinson, Allnorth Consultants Ltd. and Darby Kreitz, Resource Modeling Inc. and Michael J. Lechner, McElhanney Consulting Services Ltd. and R. W. Parolin, BGC Engineering Inc. and Warren Newcomen, Tetra Tech EBA Inc., Kevin Jones and Nigel Goldup, Golder Associates Ltd., Ross Hammett and Albert Victor Chance, Stantec Consulting Ltd. and Tony Wachmann; SRK Consulting (Canada) Inc. and Stephen Day; and Mr. William E. Threlkeld, (Senior VP, Exploration) who is the beneficial owner of 424,166 of our common shares.

WHERE YOU CAN FIND MORE INFORMATION

We file annual and special reports and other information with the SEC. These filings contain important information which does not appear in this prospectus. You may obtain these filings over the internet at the SEC’s web site at http://www.sec.gov. You may also read and copy these filings at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330, and may obtain copies of our filings from the public reference room by calling (202) 942-8090. Our internet address is http://www.seabridgegold.net/.

We are a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. As a result, our proxy solicitations are not subject to the disclosure and procedural requirements of Regulation 14A under the Exchange Act and transactions in our equity securities by our officers and directors are exempt from Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

Our common shares are listed for quotation on the Toronto Stock Exchange under the symbol “SEA” and the NYSE under the symbol “SA.”

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

This prospectus is part of a registration statement on Form S-8 that we filed with the SEC under the Securities Act. As permitted by SEC regulations, this prospectus does not include all of the information contained in the registration statement. The SEC regulations allow us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered part of this prospectus. Information incorporated by reference from earlier documents is superseded by information set forth herein and information that has been incorporated by reference from more recent documents.

The following documents filed by us with the SEC are incorporated in this prospectus by reference:

(a) Our Annual Report on Form 40-F for the year ended December 31, 2015 filed on March 25, 2016, including all its exhibits.

(b) The Reports on Form 6- K furnished with the SEC on March 29, 2016, April 11, 2016, April 15, 2016, April 20, 2016, April 22, 2016, April 25, 2016 and April 29, 2016.

(c) The description of our common shares contained in our registration statement on Form 8-A, filed under Section 12(b) of the Exchange Act, on March 31, 2004, including any amendments or reports filed for the purpose of updating such description.

In addition, all documents subsequently filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a further post-effective amendment to the registration statement to which this prospectus pertains which indicates that all securities offered hereby have been sold, or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in and made a part of the registration statement to which this prospectus pertains from the date of filing of such documents. Any statement contained in a document incorporated by reference or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Copies of any documents that are incorporated by reference herein, other than exhibits to such documents, may be obtained upon request without charge by written or oral request from our Corporate Secretary, Seabridge Gold Inc., 106 Front Street East, Suite 400, Toronto, Ontario Canada M5A 1E 1, (416 )367-9292.

You may also obtain information about us by visiting our website at http://www.seabridgegold.net . Information contained on our website is not part of this prospectus.

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with information that is different from what is contained in this prospectus. This prospectus is dated May 12, 2016. You should not assume that the information contained in this prospectus is accurate as of any date other than that date.

Seabridge Gold Inc.

2,778,000 Common Shares

PROSPECTUS

May 12, 2016

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference

The following documents which have been filed by the Company with the Securities and Exchange Commission (the “Commission”), pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”) are incorporated by reference herein and shall be deemed to be a part hereof.

(a) Our Annual Report on Form 40-F for the year ended December 31, 2015 filed on March 25, 2016, including all its exhibits.

(b) The Reports on Form 6-K furnished with the SEC on March 29, 2016 , April 11, 2016, April 15, 2016, April 20, 2016, April 22, 2016, April 25, 2016 and April 29, 2016.

In addition, all documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered hereby have been sold, or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in and made a part of this registration statement from the date of filing of such documents. Any statement contained in a document incorporated by reference shall be deemed to be modified or superseded for purposes of this registration statement to the extent that it conflicts with a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference, and such statement shall not be deemed, except so modified or superseded, to constitute a part of this registration statement.

Item 4.

Description of Securities

Not applicable.

Item 5.

Interests of Named Experts and Counsel

Mr. William E. Threlkeld, (Senior VP, Exploration) is the beneficial owner of 424,166 of our common shares. Mr. C. Bruce Scott, president of CBCS Law Corporation, is the beneficial owner of 183,400 of our common shares.

Item 6.

Indemnification of Directors and Officers

Under the Canada Business Corporations Act (the "CBCA"), we may indemnify our current or former directors or officers or another individual who acts or acted at our request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of his or her association with the Company or another entity. The CBCA also provides that we may advance moneys to a director, officer or other individual for costs, charges and expenses reasonably incurred in connection with such a proceeding; provided that such individual shall repay the moneys if the individual does not fulfill the conditions described below.

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However, indemnification is prohibited under the CBCA unless the individual:

acted honestly and in good faith with a view to our best interests, or the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at our request; and

in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that his or her conduct was lawful.

Our by-laws require we indemnify each director or officer, former director or officer, or person who acts or acted at our request as a director or officer of a body corporate of which we are or were a shareholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of us or such body corporate, if (a) he acted honestly and in good faith with a view to our best interests; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.

The Company has entered into indemnity agreements with its directors and certain officers which provide, among other things, that the Company will indemnify the indemnified party to the fullest extent permitted by law from and against all losses which the indemnified party may reasonably suffer, sustain, incur or be required to pay as a result of, or in connection with any claim in which the indemnified party is involved as a result of serving or having served as a director or officer, provided certain criteria are satisfied.

Reference is made to Item 9 for the undertakings of the Company with respect to indemnification of liabilities arising under the Securities Act.

Item 7.

Exemption from Registration Claimed - Not applicable.

Item 8.

Exhibits

4.1

Certificate of Incorporation, Certificates of Name Change, Articles of Incorporation, Articles of Amalgamation and By-Laws (filed as Exhibit 1 to the Company’s Registration Statement on Form 20-F, dated February 18, 2004, (File No. 000-50657) and incorporated herein by reference thereto).

4.2

Amended And Restated 2008 Stock Option Plan

4.3

Restricted Share Unit Plan

5.1

Opinion of CBCS Law Corporation

II-2

23.1

Consent of KPMG LLP, Independent Registered Public Accounting Firm

23.2

Consent of CBCS Law Corporation (included in Exhibit 5.1)

23.3

Consent of Tetra Tech WEI, Inc., Dr. John Huang, Sabry Abdel Hafez and Hassan Ghaffari

23.4

Consent of Moose Mountain Technical Services and James H. Gray

23.5

Consent of W.N. Brazier Associates Inc. and Neil Brazier

23.6

Consent of ERM Consultants Canada Ltd. and Pierre Pelletier

23.7

Consent of Klohn Crippen Berger Ltd. and J. Graham Parkinson

23.8

Consent of Allnorth Consultants Ltd. and Darby Kreitz

23.9

Consent of Resource Modeling Inc. and Michael J. Lechner

23.10

Consent of McElhanney Consulting Services Ltd. and R. W. Parolin

23.11

Consent of BGC Engineering Inc. and Warren Newcomen

23.12

Consent of Tetra Tech EBA Inc., Kevin Jones and Nigel Goldup

23.13

Consent of Golder Associates Ltd., Ross Hammett and Albert Victor Chance

23.14

Consent of Stantec Consulting Ltd. and Tony Wachmann

23.15

Consent of SRK Consulting (Canada) Inc. and Stephen Day

23.16

Consent of William E. Threlkeld

24.1

Powers of Attorney (included as part of the signature page of this Registration Statement)

Item 9.

Undertakings

(A) The registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum approximate offering price set forth in the Calculation of Registration Fee table in the effective registration statement.

II-3

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(B) The registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(A) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(C) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Toronto, Canada on the 12 th day of May 2016.

	SEABRIDGE GOLD INC.

	By:	/s/ Christopher J. Reynolds
		Christopher J. Reynolds
		Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints each of Christopher J. Reynolds and C. Bruce Scott as his true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement and to sign any related registration statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each action alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ Rudi P. Fronk	Chief Executive Officer and Director (Principal Executive Officer)	May 12, 2016
Rudi P. Fronk

/s/ Christopher J. Reynolds	Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)	May 12, 2016
Christopher J. Reynolds

/s/ A Frederick Banfield	Director	May 12, 2016
A Frederick Banfield

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/s/ Douglass “Scott” Barr	Director	May 12, 2016
Douglass “Scott” Barr

/s/ Eliseo Gonzalez-Urien	Director	May 12, 2016
Eliseo Gonzalez-Urien

/s/ Richard Kraus	Director	May 12, 2016
Richard Kraus

/s/ Jay Layman	Director	May 12, 2016
Jay Layman

/s/ John Sabine	Director	May 12, 2016
John Sabine

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned has signed this Registration Statement on Form S-8 solely in its capacity as the duly authorized representative of the Registrant in the United States, in the City of Denver, in the State of Colorado, on this 12 th day of May, 2016.

	Seabridge Gold Corporation (Authorized Representative)


	By:	/s/ Rudi P. Fronk
		Name: Rudi P. Fronk Title: President and Chief Executive Officer

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INDEX OF EXHIBITS

4.1

4.2

Amended And Restated 2008 Stock Option Plan

4.3

Restricted Share Unit Plan

5.1

Opinion of CBCS Law Corporation

23.1

Consent of KPMG LLP, Independent Registered Public Accounting Firm

23.2

Consent of CBCS Law Corporation (included in Exhibit 5.1)

23.3

Consent of Tetra Tech WEI, Inc., Dr. John Huang, Sabry Abdel Hafez and Hassan Ghaffari

23.4

Consent of Moose Mountain Technical Services and James H. Gray

23.5

Consent of W.N. Brazier Associates Inc. and Neil Brazier

23.6

Consent of ERM Consultants Canada Ltd. and Pierre Pelletier

23.7

Consent of Klohn Crippen Berger Ltd. and J. Graham Parkinson

23.8

Consent of Allnorth Consultants Ltd. and Darby Kreitz

23.9

Consent of Resource Modeling Inc. and Michael J. Lechner

23.10

Consent of McElhanney Consulting Services Ltd. and R. W. Parolin

23.11

Consent of BGC Engineering Inc. and Warren Newcomen

23.12

Consent of Tetra Tech EBA Inc., Kevin Jones and Nigel Goldup

23.13

Consent of Golder Associates Ltd., Ross Hammett and Albert Victor Chance

23.14

Consent of Stantec Consulting Ltd. and Tony Wachmann

23.15

Consent of SRK Consulting (Canada) Inc. and Stephen Day

23.16

Consent of William E.Threlkeld

24.1

Power of Attorney (incorporated by reference to the signature page hereto).

Exhibit 4.2

SEABRIDGE GOLD INC.

AMENDED AND RESTATED 2008 STOCK OPTION PLAN

[As approved by shareholders on June 18, 2009, as amended June 29, 2011, June 26, 2013, May 12, 2014 and June 24, 2014]

ARTICLE ONE

DEFINITIONS AND INTERPRETATIONS

Section 1.01 Definitions : For purposes of the Plan, unless such word or term is otherwise defined herein or the context in which such word or term is used herein otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the following meanings:

(a)

" Change of Control " means the acquisition by any person or by any person and all Joint Actors, whether directly or indirectly, of voting securities (as defined in the Securities Act) of the Corporation, which, when added to all other voting securities of the Corporation at the time held by such person or by such person and all Joint Actors, totals for the first time not less than fifty percent (50%) of the outstanding voting securities of the Corporation or the votes attached to those securities are sufficient, if exercised, to elect a majority of the Board of Directors of the Corporation;

(b)	" Committee " shall mean the Directors or, if the Directors so determine in accordance with section 2.03 of the Plan, the committee of the Directors authorized to administer the Plan;

(c)	" Common Shares " shall mean the common shares of the Corporation, as adjusted in accordance with the provisions of Article Six of the Plan;

(d)	" Corporation " shall mean Seabridge Gold Inc., a corporation existing pursuant to the provisions of the Business Corporations Act (Canada);

(e)	" Directors " shall mean the directors of the Corporation from time to time;

(f)	" Eligible Insiders " shall mean the Insiders of the Corporation or of any subsidiary of the Corporation from time to time who, by the nature of their positions are, in the opinion of the Committee, in a position to contribute to the success of the Corporation;

(g)

" Eligible Employees " shall mean employees, including officers, whether Directors or not, and including both full-time and part-time employees, of the Corporation or any subsidiary of the Corporation who, by the nature of their positions or jobs are, in the opinion of the Committee, in a position to contribute to the success of the Corporation;

(h)

“ Expiry Date ” means the later of: (i) the date specified by the Committee at the time of the grant of the Option as the date on which it expires; and (ii) if the date referred to in the foregoing subpart (i) occurs during, or within five (5) trading days after the end of, a trading black-out period imposed by the Corporation (a " black out period "), the Expiry Date shall be the date that is ten (10) trading days following the date on which such black out period ends or, if an additional black-out period is subsequently imposed by the Corporation during the such ten trading day period, then the Expiry Date shall be the date thereafter that is the tenth consecutive trading day during which no management imposed black out is in place;

(i)	“ Expiry Time ” has the meaning given to that term in Section 4.04;

(j)	“ Insider ” means an insider as defined in the Securities Act and any associates or affiliates of an insider, as those terms are defined in the Securities Act;

(k)	" Joint Actor " means a person acting “jointly or in concert with” another person as that phrase is interpreted in Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids ;

(l)	" Option " shall mean an option to purchase Common Shares granted pursuant to, or governed by, the Plan;

(m)	" Option Agreement" means an agreement, substantially in the form attached hereto as Schedule “A”, with such additions there to or modifications thereof as may be approved by the Corporation prior to or at the time an Option is granted, whereby the Corporation grants to an Optionee an Option;

(n)	" Optionee " means a Participant to whom an Option has been granted pursuant to the Plan;

(o)	" Option Period " for a particular Option shall mean the period of time commencing on the date of grant of such Option and ending at the Expiry Time;

(p)	" Option Shares " means the aggregate number of Common Shares which an Optionee may purchase under an Option;

(q)	" Participant " means a person eligible to be issued Options under the Plan by virtue of being either an Eligible Insider, Eligible Employee or Service Provider;

(r)	" Plan " shall mean this stock option plan;

(s)	" Securities Act " means the Securities Act (Ontario), as may be amended from time to time;

(t)

" Service Provider " shall mean any person or corporation, other than an Eligible Employee or Eligible Insider, engaged to provide services for the Corporation or for any entity controlled by the Corporation for an initial, renewable or extended period of twelve months or more (or such lesser period of time as may be approved by the Committee and acceptable to TSX on a case by case basis), and shall also include any individuals employed by such person or corporation;

(u)	" TSX " shall mean The Toronto Stock Exchange;

(v)

" Unissued Option Shares " means the number of Common Shares, at a particular time, which have been reserved for issuance upon the exercise of an Option but which have not been issued, as adjusted from time to time in accordance with the provisions of Article 6, such adjustments to be cumulative; and

(w)	" Vested " means that an Option has become exercisable in respect of Options held by an Optionee.

Section 1.02 Securities Definitions : In the Plan, the terms "associate", "subsidiary" and "insider" shall have the meanings given to such terms in the Securities Act.

Section 1.03 Headings : The headings of all articles, sections, and paragraphs in the Plan are inserted for convenience of reference only and shall not affect the construction or interpretation of the Plan.

Section 1.04 Context, Construction : Whenever the singular or masculine are used in the Plan, the same shall be construed as being the plural or feminine or neuter or vice versa where the context so requires.

Section 1.05 References to the Plan : The words "herein", "hereby", "hereunder", "hereof" and similar expressions mean or refer to the Plan as a whole and not to any particular article, section, paragraph or other part hereof.

Section 1.06 Canadian Funds : Unless otherwise specifically provided, all references to dollar amounts in the Plan are references to lawful money of Canada.

ARTICLE TWO

PURPOSE AND ADMINISTRATION OF THE PLAN

Section 2.01 Purpose of the Plan : The Plan provides for the grant of Options to Participants for the purpose of advancing the interests of the Corporation through the motivation, attraction and retention of directors, officers, employees and service providers of the Corporation and subsidiaries of the Corporation and to secure for the Corporation and the shareholders of the Corporation the benefits inherent in the ownership of Common Shares by directors, officers, employees and service providers of the Corporation and subsidiaries of the Corporation, it being generally recognized that stock option plans aid in attracting, retaining and encouraging directors, officers, employees and service providers due to the opportunity offered to them to acquire a proprietary interest in the Corporation.

The Plan is designed to comply with the policies set forth in the TSX Company Manual and, subject to Section 8.01, is to be implemented and effective upon the listing of the Common Shares on TSX.

Section 2.02 Administration of the Plan : The Plan shall be administered by the Committee and the Committee shall have full authority to administer the Plan including the authority to interpret and construe any provision of the Plan and to adopt, amend and rescind such rules and regulations for administering the Plan as the Committee may deem necessary in order to comply with the requirements of the Plan. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and conclusive and shall be binding on the Participants and the Corporation. No member of the Committee shall be personally liable for any action taken or determination or interpretation made in good faith in connection with the Plan and all members of the Committee shall, in addition to their rights as Directors, be fully protected, indemnified and held harmless by the Corporation with respect to any such action taken or determination or interpretation made. The appropriate officers of the Corporation are hereby authorized and empowered to do all things and execute and deliver all instruments, undertakings and applications and writings as they, in their absolute discretion, consider necessary for the implementation of the Plan and of the rules and regulations established for administering the Plan. All costs incurred in connection with the Plan shall be for the account of the Corporation.

Section 2.03 Delegation to Committee : All of the powers exercisable hereunder by the Directors may, to the extent permitted by applicable law and as determined by resolution of the Directors, be exercised by a committee of the Directors comprised of not less than three Directors.

Section 2.04 Record Keeping : The Corporation shall maintain a register in which shall be recorded:

(a)

the name and address of each Optionee;

(b)

the number of Common Shares subject to Options granted to each Optionee; and

(c)

the aggregate number of Common Shares subject to Options.

Section 2.05 Previously Granted Options : As set forth in Sections 2.01 and 8.01, the Plan is to be implemented and effective upon the listing of the Corporation’s common shares on TSX (with the date of such listing to be hereinafter referred to as the “ Listing Date ”). In the event that on the Listing Date there are outstanding stock options (the “ Pre-Existing Options ”) that were previously granted by the Corporation pursuant to any stock option plan (a “ Pre-Existing Plan ”) in place prior to the Listing Date, all such Pre-Existing Options shall, effective as of the Listing Date, be governed by and subject to the terms of the Plan, except if certain terms governing a Pre-Existing Option are inconsistent with the Plan then the terms of the Pre-Existing Option shall govern. Notwithstanding anything stated herein, a person holding Pre-Existing Options shall be deemed to satisfy the criteria necessary to be a Participant under the Plan in respect of its eligibility under the Plan to have been granted and hold the Pre-Existing Options.

Section 2.06 Amendments Apply to Granted Options : Any amendments made to the terms of the Plan after the date hereof that are of general application shall apply to all Options governed by the Plan, whether granted before or after the date of the amendment or made subject to the Plan by operation of Section 2.05 above.

ARTICLE THREE

ELIGIBILITY AND PARTICIPATION

IN THE PLAN AND GRANT OF OPTIONS

Section 3.01 Eligibility : Options shall only be granted to Participants.

Section 3.02 Determination of Option Recipients and Option Terms : The Committee shall from time to time determine the Participants to whom Options shall be granted, the number of Common Shares to be made subject to and the date of expiry of each Option granted to each Participant and the other terms of each Option granted to each Participant including any vesting provisions that may be applicable, all such determinations to be made in accordance with the terms and conditions of the Plan, and the Committee may take into consideration the present and potential contributions of and the services rendered by the particular Participant to the success of the Corporation and any other factors which the Committee deems appropriate and relevant. Each Option granted to a Participant shall be evidenced by an Option Agreement containing terms and conditions consistent with the provisions of the Plan, which terms and conditions need not be the same in each case.

ARTICLE FOUR

NUMBER OF COMMON SHARES SUBJECT TO THE

PLAN, EXERCISE PRICE AND TERM OF OPTIONS

Section 4.01 Number of Shares : As of May 10, 2013, the aggregate number of Common Shares reserved for issuance under the Plan and which may be issued upon exercise of Options, including those issuable upon the exercise of Pre-Existing Options together with those Common Shares reserved for issuance under any other established security based compensation arrangement of the Corporation, shall not exceed 4,623,300 Common Shares, as constituted on May 12, 2014, representing a limit of not more than 9.8% of the outstanding Common Shares of the Corporation at May 12, 2014. Any Common Shares subject to an Option governed by the Plan and which has been subsequently cancelled or terminated in accordance with the terms of the Plan, without having been exercised, will again be available for issuance pursuant to the exercise of Options granted under the Plan.

Section 4.02 Limits on Grants to Insiders : With respect to Options granted to Insiders:

(a)	the number of Common Shares issuable to Insiders at any time under all security based compensation arrangements shall not exceed 10% of the total number of issued and outstanding Common Shares on a non-diluted basis at such time; and

(b)	the number of Common Shares issued to Insiders as a group within a one year period under all security based compensation arrangements shall not exceed 10% of the total number of issued and outstanding Shares as at the end of such one year period.

Section 4.03 Exercise Price : The price per share at which any Common Share which is the subject of an Option may be purchased (the “ Exercise Price ”) shall be determined by the Committee at the time the Option is granted, provided that such price shall be not less than the closing market price of the Common Shares on the TSX on the day preceding the date of grant or, if the Common Shares are not then listed on the TSX, on the most senior of any other exchange on which the Common Shares are then traded, on the last trading day immediately preceding the date of grant of such Option.

Section 4.04 Term of Options : The date specified by the Committee at the time of the grant of an Option as the date on which it expires shall be determined by the Committee in its discretion, provided that such date shall be not more than 5 years after the date of grant. An Option Period shall expire at 4:00PM (Toronto time) on the Expiry Date (the “ Expiry Time ”). The Committee may determine the number or percentage of Common Shares which may be purchased by an Optionee during any particular time period within the Option Period.

Section 4.05 Vesting : The Committee may, at its discretion, determine and impose terms upon which each Option shall become Vested. In the event that the Committee imposes a vesting schedule in respect of any Options granted to an Optionee, at any point in time the Optionee will only be entitled to exercise those Options which are Vested at such point in time. Notwithstanding the foregoing, in the event that a Pre-Existing Plan imposed vesting requirements on a Pre-Existing Option, such vesting requirements must be satisfied before any such Pre-Existing Options shall become Vested.

ARTICLE FIVE

EXERCISE OF OPTION, EFFECT OF DEATH AND

TERMINATION OF EMPLOYMENT AND WITHHOLDING TAXES

Section 5.01 Exercise of Option : Subject to: (i) any restriction on the number or percentage of Common Shares which may be purchased by the Optionee during any particular time period within the Option Period as determined by the Committee; (ii) the vesting provisions applicable to the Option, if any; and (iii) termination of the Option in accordance with the terms of the Plan, an Option may be exercised by the Optionee in whole at any time, or in part from time to time, during the Option Period. An Option shall be exercisable by delivering to the Corporation written notice specifying the number of Common Shares in respect of which the Option is exercised together with payment in full of the Exercise Price for each Option exercised by way of certified cheque, bank draft, money order or cash. Upon receipt of such notice and payment by the Corporation, there will be a binding contract for the issue of the Common Shares in respect of which the Option is exercised, upon and subject to the provisions of the Plan. Upon an Optionee exercising an Option and paying the Corporation the aggregate purchase price for the Common Shares in respect of which the Option has been exercised, the Corporation shall as soon as practicable issue and deliver a certificate representing the Common Shares so purchased.

Section 5.02 Effect of Death : If a Participant shall die while an Optionee, any Option held by such Optionee at the date of death shall be exercisable in whole or in part only by the person or persons to whom the rights of the Optionee under the Option shall pass by the will of the Optionee or the laws of descent and distribution for a period of one year after the date of death of the Optionee or prior to the Expiry Time in respect of the Option, whichever is sooner, and then only to the extent that such Optionee was entitled to exercise the Option at the date of death of such Optionee.

Section 5.03 Effect of Ceasing to be a Participant – For Cause : If an Optionee shall cease to meet the criteria necessary to be a Participant as a result of being terminated for cause, as that term is interpreted by the courts of the jurisdiction in which the Optionee is employed or engaged, any outstanding Options held by such Optionee on the date of such termination, whether Vested or not, shall be cancelled as of that date.

Section 5.04 Effect of Ceasing to be a Participant – For Reasons Other than For Cause : If an Optionee shall cease to meet the criteria necessary to be a Participant for reasons other than termination for cause or by virtue of death, any Option held by such Optionee at such time shall remain exercisable in full at any time, and in part from time to time, for a period ending on the earlier of the Expiry Time and three (3) months after the date on which the Optionee ceases to be a Participant, and then only to the extent that such Optionee was entitled to exercise the Option on the date on which the Optionee ceased to be a Participant. Notwithstanding the foregoing provisions of this Section 5.04, the Committee may, on a case by case basis, allow Options held by an Optionee that ceases to meet the criteria necessary to be a Participant for reasons other than termination for cause or by virtue of death, to remain exercisable in full at any time, and in part from time to time, for such period as the Committee determines but not after the Expiry Time (without any additional Common Shares vesting) where such Expiry Time is more than three (3) months after the date on which the Optionee ceases to be a Participant.

Section 5.05 Withholding Taxes : The Corporation or any subsidiary of the Corporation may take such steps as are considered necessary or appropriate for the withholding of any taxes which the Corporation or any subsidiary of the Corporation is required by any law or regulation of any governmental authority whatsoever to withhold in connection with any Option including, without limiting the generality of the foregoing, the withholding of all or any portion of any payment or the withholding of the issue of Common Shares to be issued upon the exercise of any Option until such time as the Optionee has paid the Corporation or any subsidiary of the Corporation for any amount which the Corporation or subsidiary of the Corporation is required to withhold with respect to such taxes.

ARTICLE SIX

CAPITAL CHANGES

Section 6.01 Share Reorganization : Whenever the Corporation issues Common Shares to all or substantially all holders of Common Shares by way of a stock dividend or other distribution, or subdivides all outstanding Common Shares into a greater number of Common Shares, or combines or consolidates all outstanding Common Shares into a lesser number of Common Shares (each of such events being herein called a " Share Reorganization ") then effective immediately after the record date for such dividend or other distribution or the effective date of such subdivision, combination or consolidation:

(a)

for each Option the Exercise Price will be adjusted to a price per Common Share which is the product of:

(i)

the Exercise Price in effect immediately before that effective date or record date; and

(ii)

a fraction, the numerator of which is the total number of Common Shares outstanding on that effective date or record date before giving effect to the Share Reorganization, and the denominator of which is the total number of Common Shares that are or would be outstanding immediately after such effective date or record date after giving effect to the Share Reorganization; and

(b)

the number of Unissued Option Shares will be adjusted by multiplying (i) the number of Unissued Option Shares immediately before such effective date or record date by (ii) a fraction which is the reciprocal of the fraction described in subsection (a)(ii).

6.02 Special Distribution : Subject to the prior approval of the TSX, whenever the Corporation issues by way of a dividend or otherwise distributes to all or substantially all holders of Common Shares;

(a)

shares of the Corporation, other than the Common Shares;

(b)

evidences of indebtedness;

(c)

any cash or other assets, excluding cash dividends (other than cash dividends which the Directors have determined to be outside the normal course); or

(d)

rights, options or warrants;

then to the extent that such dividend or distribution does not constitute a Share Reorganization (any of such non-excluded events being herein called a " Special Distribution "), and effective immediately after the record date at which holders of Common Shares are determined for purposes of the Special Distribution, for each Option the Exercise Price will be reduced, and the number of Unissued Option Shares will be correspondingly increased, by such amount, if any, as is determined by the Directors in their sole and unfettered discretion to be appropriate in order to properly reflect any diminution in value of the Option Shares as a result of such Special Distribution.

6.03 Corporate Reorganization : Whenever there is:

(a)

a reclassification of outstanding Common Shares, a change of Common Shares into other shares or securities, or any other capital reorganization of the Corporation, other than as described in Sections 6.01 or 6.02;

(b)

a consolidation, merger or amalgamation of the Corporation with or into another corporation resulting in a reclassification of outstanding Common Shares into other shares or securities or an exchange of Common Shares into other shares or securities; or

(c)

an arrangement or other transaction under which, among other things, the business or assets of the Corporation become, collectively, the business and assets of two or more companies with the same shareholder group upon the distribution to the Corporation's shareholders, or the exchange with the Corporation's shareholders, of securities of the Corporation, or securities of another company, or both; or

(d)

a transaction whereby all or substantially all of the Corporation’s undertaking and assets become the property of another corporation;

(any such event being herein called a " Corporate Reorganization ") the Optionee will have an option to purchase (at the times, for the consideration, and subject to the terms and conditions set out in the Plan) and will accept on the exercise of such option, in lieu of the Unissued Option Shares which he would otherwise have been entitled to purchase, the kind and amount of shares or other securities or property that he would have been entitled to receive as a result of the Corporate Reorganization if, on the effective date thereof, he had been the holder of all Unissued Option Shares or if appropriate, as otherwise determined by the Directors.

6.04 Spin-Out Transaction : If pursuant to the operation of section 6.03(c) an Optionee receives options (the " New Options ") to purchase securities of another company (the " New Company ") in respect of the Optionee's Options (the " Subject Options "), the New Options shall expire on the earlier of: (i) the Expiry Date of the Subject Options; (ii) if the Optionee does not become a Participant in respect of the New Company, the date that the Subject Options expire pursuant to Sections 5.02, 5.03 or 5.04, as applicable; (iii) if the Optionee becomes a Participant in respect of the New Company, the date that the New Options expire pursuant to the terms of the New Company's stock option plan that correspond to Sections 5.02, 5.03 or 5.04 hereof; and (iv) the date that is two (2) years after the Optionee ceases to be a Participant in respect of the New Company or such shorter period as determined by the Board.

6.05 Determination of Exercise Price and Number of Unissued Option Shares : If any questions arise at any time with respect to the Exercise Price or number of Unissued Option Shares deliverable upon exercise of an Option following a Share Reorganization, Special Distribution or Corporate Reorganization, such questions shall be conclusively determined by the Corporation’s auditor, or, if they decline to so act, any other firm of Chartered Accountants in Toronto, Ontario, that the Directors may designate and who will have access to all appropriate records and such determination will be binding upon the Corporation and all Optionees.

6.06 Regulatory Approval : Any adjustment to the Exercise Price or the number of Unissued Option Shares purchasable under the Plan pursuant to the operation of any provision of this Article Six is subject to the approval of the TSX and any other governmental authority having jurisdiction.

ARTICLE SEVEN

TAKE-OVER BIDS AND CHANGES OF CONTROL

7.01 Effect of a Take-Over Bid : If a bona fide offer (an " Offer ") for Common Shares is made to an Optionee or to shareholders of the Corporation generally or to a class of shareholders which includes the Optionee, which Offer, if accepted in whole or in part, would result in the offeror becoming a control person of the Corporation, within the meaning of subsection 1(1) of the Securities Act, the Corporation shall, immediately upon receipt of notice of the Offer, notify each Optionee of full particulars of the Offer, whereupon all Common Shares subject to such Option will become Vested and the Option may be exercised in whole or in part by the Optionee so as to permit the Optionee to tender the Common Shares received upon such exercise, pursuant to the Offer. However, if:

(a)

the Offer is not completed within the time specified therein; or

(b)

all of the Common Shares tendered by the Optionee pursuant to the Offer are not taken up or paid for by the offeror in respect thereof,

then the Common Shares received upon such exercise, or in the case of clause (b) above, the Common Shares that are not taken up and paid for, may be returned by the Optionee to the Corporation and reinstated as authorized but unissued Common Shares and with respect to such returned Common Shares, the Option shall be reinstated as if it had not been exercised and the terms upon which such Common Shares were to become Vested pursuant to this section shall be reinstated. If any Common Shares are returned to the Corporation under this Section 7.01, the Corporation shall immediately refund the Exercise Price to the Optionee for such Common Shares.

7.02 Acceleration of Expiry Time : If, at any time when an Option granted under the Plan remains unexercised, an Offer is made by an offeror, the Directors may, upon notifying each Optionee of the full particulars of the Offer, declare all Common Shares issuable upon the exercise of Options granted under the Plan, Vested, and declare that the Expiry Time for the exercise of all unexercised Options granted under the Plan is accelerated so that all Options will either be exercised or will expire prior to the date upon which Common Shares must be tendered pursuant to the Offer, provided such Offer is completed.

7.03 Transformation of Options to Stock Appreciation Rights : In the event that a person, or a group of Joint Actors, makes an Offer or the Corporation completes a Corporate Reorganization described in Section 6.03(b), and in either case acquires greater than 2/3rds of the outstanding Common Shares of the Corporation pursuant to such transaction, then the Directors may declare, after giving adequate notice to all Optionees, all outstanding Options granted under the Plan are transformed into Stock Appreciation Rights and must provide prompt notice thereof to each Optionee. If the Options are transformed into Stock Appreciation Rights, thereafter each Optionee shall be entitled, upon delivering notice of exercise of a Stock Appreciation Right to the Corporation, to receive that amount of cash equal to the amount determined by the following formula:

Cash = S x (AP-EP)

Where:

S is the number of Common Shares subject to the Option to which the relevant Stock Appreciation Right relates

EP is the Exercise Price of the Option to which the relevant Stock Appreciation Right relates

AP is the cash value of the consideration offered in the Offer or the Corporate Reorganization, and if the consideration offered is not cash then the cash value shall be determined as of the date the consideration is initially offered. In the case of securities publicly traded on an exchange or quotation system, the cash value shall be determined using the 15 trading day volume weighted average price of the securities offered. In the case of securities not publicly traded, the cash value shall be determined in the manner decided by the Directors, acting reasonably.

7.04 Compulsory Acquisition or Going Private Transaction : If and whenever, following a take-over bid or issuer bid, there shall be a compulsory acquisition of the Shares of the Company pursuant to Section 206 of the Business Corporations Act (Canada) or any successor or similar legislation, or any amalgamation, merger or arrangement in which securities acquired in a formal take-over bid may be voted under the conditions described in Section 8.2 of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions , then following the date upon which such compulsory acquisition, amalgamation, merger or arrangement is effective, an Optionee shall be entitled to receive, and shall accept, for the same exercise price, in lieu of the number of Shares to which such Optionee was theretofore entitled upon the exercise of his or her Options, the aggregate amount of cash, shares, other securities or other property which such Optionee would have been entitled to receive as a result of such bid if he or she had tendered such number of Shares to the take-over bid.

7.05 Effect of a Change of Control : If a Change of Control occurs, all Common Shares subject to each outstanding Option will become Vested, whereupon such Option may be exercised in whole or in part by the respective Optionee.

ARTICLE EIGHT

EFFECTIVE DATE OF PLAN, AMENDMENT

OF PLAN AND TERMINATION OF PLAN

Section 8.01 Effective Date of Plan : Subject to the approval of the Directors and the shareholders of the Corporation, the Plan is to be implemented and effective upon the listing of the Common Shares on TSX. Such shareholder approval must be given by the affirmative vote of a majority of the Common Shares represented at the meeting of the shareholders of the Corporation at which a motion to approve the Plan is presented.

Section 8.02 Amendment of Plan : The Directors may from time to time, without shareholder approval and subject to applicable law and to the prior approval, if required, of TSX or any other regulatory body having authority over the Corporation or the Plan, suspend, terminate or discontinue the Plan at any time, or amend or revise the terms of the Plan or of any Option granted under the Plan to:

(a)	make amendments of a clerical or typographical nature and to include clarifying provisions in the Plan;

(b)	implement features or requirements that are necessary or desirable under applicable tax and securities laws;

(c)	change vesting provisions;

(d)	change termination provisions for an Insider provided that the Expiry Time does not extend beyond the original Expiry Time under the Plan;

(e)	change termination provisions for an Optionee who is not an Insider beyond the original Expiry Time;

(f)	reduce the Exercise Price of an Option for an Optionee who is not an Insider; and

(g)	implement a cashless exercise feature, payable in cash or securities;

provided that no such amendment, revision, suspension, termination or discontinuance shall in any manner adversely affect any Option previously granted to an Optionee under the Plan without the consent of that Optionee.

Section 8.03 Amendments Requiring Shareholder Approval: Any amendments to the Plan or Options granted thereunder, other than those described in Section 8.02 above, will be subject to the approval of the shareholders. For greater certainty, the Directors may not, without shareholder approval and the prior approval, if required, of TSX, amend or revise the terms of the Plan or of any Option granted under the Plan to:

(a)	increase the Plan maximum or number of shares reserved for issuance under the Plan;

(b)	grant additional powers to the board of directors to amend the Plan or individual Options without shareholder approval;

(c)	reduce the exercise price of Options or other entitlements held by insiders;

(d)	extend to the term of Options held by insiders; and

(e)	change the insider participation limits to those that would have triggered the requirement for disinterested shareholder approval of the Plan under requirements of the TSX.

Section 8.04 Termination of the Plan : The Plan may be terminated at any time by the Directors. Notwithstanding the termination of the Plan, any Option outstanding under the Plan at the time of termination shall remain in effect until such Option has been exercised, has expired, has been surrendered to the Corporation or has been terminated.

ARTICLE NINE

MISCELLANEOUS PROVISIONS

Section 9.01 Non-Assignable : No rights under the Plan and no Option awarded pursuant to the provisions of the Plan are assignable or transferable by any Participant other than pursuant to a will or by the laws of descent and distribution.

Section 9.02 Rights as a Shareholder : No Optionee shall have any rights as a shareholder of the Corporation with respect to any Common Shares which are the subject of an Option. No Optionee shall be entitled to receive, and no adjustment shall be made for, any dividends, distributions or other rights declared for shareholders of the Corporation for which the record date is prior to the date of exercise of any Option.

Section 9.03 No Contract of Employment : Nothing contained in the Plan shall confer or be deemed to confer upon any Participant the right to continue in the employment of the Corporation or any subsidiary of the Corporation nor interfere or be deemed to interfere in any way with any right of the Corporation or any subsidiary of the Corporation to discharge any Participant at any time for any reason whatsoever, with or without cause.

Section 9.04 Exclusion From Severance Allowance, Retirement Allowance or Termination Settlement : If an Optionee retires, resigns or is terminated from employment or engagement with the Corporation or any subsidiary of the Corporation, the loss or limitation, if any, pursuant to the Option Agreement with respect to the right to purchase Option Shares which were not Vested at that time or which, if Vested, were cancelled, shall not give rise to any right to damages and shall not be included in the calculation of nor form any part of any severance allowance, retiring allowance or termination settlement of any kind whatsoever in respect of such Optionee.

Section 9.05 Necessary Approvals : The obligation of the Corporation to grant any Option pursuant to the Plan and to issue, sell and deliver any Common Shares on the exercise of an Option is subject to the approval of any governmental authority or regulatory body required in connection with the grant of such Option or the issue, sale and delivery of such Common Shares by the Corporation. Any Options granted prior to the Corporation’s receipt of such required approvals shall be conditional upon such approval being given and no Options may be exercised unless such approval has been given.

In the event that any Common Shares cannot be issued to any Optionee pursuant to the exercise of an Option for any reason whatsoever including, without limiting the generality of the foregoing, the failure to obtain any required approval, then the obligation of the Corporation to issue such Common Shares shall terminate and any money paid to the Corporation in connection with the exercise of such Option shall be returned to the Optionee without interest or deduction.

Section 9.06 Form of Notice : A notice given to the Corporation shall be in writing, signed by the Optionee and delivered to the head business office of the Corporation.

Section 9.07 Conflict : In the event of any conflict between the provisions of this Plan and an Option Agreement, the provisions of this Plan shall govern.

Section 9.08 Time of Essence : Time is of the essence of this Plan and of each Option Agreement. No extension of time will be deemed to be or to operate as a waiver of the essentiality of time.

Section 9.09 Entire Agreement : This Plan and the applicable Option Agreement set out the entire agreement between the Corporation and the applicable Optionee relative to the subject matter hereof and supersede all prior agreements, undertakings and understandings, whether oral or written.

Section 9.10 No Representation or Warranty : The Corporation makes no representation or warranty as to the value of any Option granted pursuant to the Plan or as the future value of any Common Shares issued pursuant to the exercise of any Option.

Section 9.11 Compliance with Applicable Law : If any provision of the Plan or any Option contravenes any law or any order, policy, by-law or regulation of any regulatory body having jurisdiction, then such provision shall be deemed to be amended to the extent necessary to bring such provision into compliance therewith.

Section 9.12 Applicable Law : The Plan and all of the rights and obligations arising herefrom shall be interpreted and applied in accordance with the laws of the Province of Ontario.

Original Plan approved by the Board of Directors effective June 20, 2008.

Original Plan approved by the shareholders of the Corporation effective June 18, 2008

Effective date of Original Plan: July 14, 2008

Amended and Restated Plan approved by the Board of Directors effective May 1, 2009.

Amended and Restated Plan approved by the shareholders of the Corporation effective June 18, 2009

Amendments to Plan to increase shares reserved under the Plan approved by the shareholders of the Corporation effective June 29, 2011

Amendments to Plan to increase shares reserved under the Plan approved by the Board of Directors effective June 29, 2011.

Amendments to Plan to increase shares reserved under the Plan approved by the Board of Directors effective May 10, 2013.

Amendments to Plan to increase shares reserved under the Plan approved by the shareholders of the Corporation effective June 26, 2013

Amendments to Plan to amend the definition of “Insider” under the Plan approved by the Board of Directors on May 12, 2014.

Amendments to Plan resulting from shareholders approving the reservation of shares for issue under the Corporation’s Restricted Share Unit Plan at the meeting of shareholders of the Corporation on June 24, 2014

Effective date of Amended and Restated Plan, as amended: June 24, 2014

SCHEDULE "A"

SEABRIDGE GOLD INC.

STOCK OPTION PLAN - OPTION AGREEMENT

This Option Agreement is entered into between Seabridge Gold Inc. (the “ Corporation ”) and the Optionee named below pursuant to the Corporation’s Stock Option Plan (the " Plan "), a copy of which is attached hereto, and confirms that:

1.	on •, 20 • (the " Grant Date ");

2.	• (the " Optionee ");

3.	was granted the option (the “ Option ”) to purchase • Common Shares (the " Option Shares ") of the Corporation;

4.	for the price (the " Option Price ") of $• per share;

5.	which shall be exercisable in full upon approval [OR set forth applicable vesting schedule];

6.	terminating on the •, 20 • (the " Expiry Date ");

all on the terms and subject to the conditions set out in the Plan. For greater certainty, Option Shares continue to be exercisable until the termination or cancellation thereof as provided in this Option Agreement and the Plan.

The Optionee acknowledges that any Option Shares received by him upon exercise of the Option have not been registered under the United States Securities Act of 1933 , as amended, or the Blue Sky laws of any state (collectively, the " Securities Acts "). The Optionee acknowledges and understands that the Company is under no obligation to register, under the Securities Acts, the Option Shares received by him or to assist him in complying with any exemption from such registration if he should at a later date wish to dispose of the Option Shares. [Following to be included in Option Agreements with "U.S. Persons" - The Optionee acknowledges that the Option Shares shall bear a legend restricting the transferability thereof, such legend to be substantially in the following form:

" The shares represented by this certificate have not been registered or qualified under the United States Securities Act of 1933, as amended or state securities laws. The shares may not be offered for sale, sold, pledged or otherwise disposed of unless so registered or qualified, unless an exemption exists or unless such disposition is not subject to U.S. federal or state securities laws, and the Company may require that the availability of any exemption or the inapplicability of such securities laws be established by an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to the Company. " ]

By signing this Option Agreement, the Optionee acknowledges that the Optionee has read and understands the Plan and agrees to the terms and conditions of the Plan and this Option Agreement.

Acknowledgement – Personal Information

The undersigned hereby acknowledges and consents to:

(a)	the disclosure to all regulatory authorities of all personal information of the undersigned obtained by the Corporation; and

(b)	the collection, use and disclosure of such personal information by the all regulatory authorities in accordance with their requirements, including the provision to third party service providers, from time to time.

IN WITNESS WHEREOF the parties hereto have executed this Option Agreement as of the • day of • , 20 •.

_______________________________________________

Signature

_______________________________________________

Print Name

_______________________________________________

Address

_______________________________________________

SEABRIDGE GOLD INC.

Per:_______________________________________________

Authorized Signatory

Exhibit 4.3

Seabridge Gold Inc.

Restricted Share Unit Plan

ARTICLE 1

PURPOSE AND DEFINITIONS

1.1	Purpose, Plan Definitions and Interpretation

1.1.1

The purpose of this Plan is to advance the interests of Seabridge by: (a) increasing the equity ownership of Participants in Seabridge; (b) aligning the interests of Participants with the interests of the shareholders of Seabridge generally; (c) promoting longer term retention of Participants with Seabridge; and (d) providing Participants with additional incentive to achieve the goals of Seabridge.

1.1.2

In this Plan, the following terms have the following meanings:

(a)

“ Applicable Law ” includes, without limitation, all applicable securities, corporate, tax and other laws, rules, regulations, instruments, notices, blanket orders, decision documents, statements, circulars, procedures and policies including, without limitation, the policies, rules and by-laws of the Exchange and the New York Stock Exchange;

(b)

“ Applicable Withholding Taxes ” means any and all taxes and other source deductions or other amounts which Seabridge is required by Applicable Law to withhold from any amounts paid or credited to a Participant under the Plan;

(c)

“ Award ” means an award of Restricted Share Units under this Plan;

(d)

“ Award Agreement ” means the agreement in writing between Seabridge and a Participant evidencing the terms and conditions under which an Award has been granted under this Plan;

(e)

“ Beneficiary ” means, subject to Applicable Law, any person designated by a Participant to receive any amount payable under the Plan in the event of a Participant’s death or, failing designation, the Participant’s estate;

(f)

“ Blackout Period ” means the period during which the relevant Participant is prohibited from trading in any securities of Seabridge due to trading restrictions imposed by Seabridge in accordance with its trading policies;

(g)

“ Board ” means the board of directors of Seabridge;

(h)

“ Change of Control ” means:

(i)

any merger or amalgamation in which voting securities of Seabridge possessing more than fifty percent (50%) of the total combined voting power of Seabridge’s outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction and the composition of the directors following such transaction is such that the directors of Seabridge prior to the transaction constitute less than fifty percent (50%) of the number of directors comprising the Board following the transaction;

(ii)

any acquisition, directly or indirectly, by a person or group of persons of beneficial ownership of voting securities of Seabridge which, when added to the voting securities of Seabridge owned by such person or persons before the acquisition, collective possess more than fifty percent (50%) of the total combined voting power of Seabridge’s outstanding securities;

(iii)

any acquisition, directly or indirectly, by a person or group of persons of the right to appoint a majority of the directors of Seabridge or otherwise directly or indirectly control the management, affairs and business of Seabridge;

(i)

the removal, by extraordinary resolution of the shareholders of Seabridge, of more than 50% of the then incumbent Board of Directors of Seabridge, or the election or appointment of a majority of directors to Seabridge's Board who were not members or nominees of Seabridge's incumbent Board at the time immediately preceding such election or appointment;

(ii)

any sale, transfer or other disposition of all or substantially all of the assets of Seabridge;

(iii)

a liquidation or dissolution of Seabridge; or

(iv)

any transaction or series of transactions involving Seabridge or any of its affiliates that the Board in its discretion deems to be a Change of Control;

provided however, that a Change of Control shall not be deemed to have occurred if such Change of Control results solely from the issuance, in connection with a bona fide financing or series of financings by Seabridge, of voting securities of Seabridge or any rights to acquire voting securities of Seabridge which are convertible into voting securities;

(i)

“ Compensation Committee ” means the Compensation Committee or similar committee of the Board;

(j)

“ Consultant ” has the meaning ascribed thereto in National Instrument 45-106 or its successor or replacement instrument if those services are provided on an ongoing basis for a period of at least 12 months;

(k)

“ Date of Grant ” of a RSU means the date such RSU is granted to a Participant under the Plan, as evidenced by an Award Agreement between Seabridge and the Participant;

(l)

“ Disability ” means where the Participant:

(i)

is to a substantial degree unable, due to illness, disease, affliction, mental or physical disability or similar cause, to fulfill his obligations as a director, officer or employee of, or Consultant to, Seabridge either for any consecutive 12 month period or for any period of 18 months (whether or not consecutive) in any consecutive 24 month period; or

(ii)

is declared by a court of competent jurisdiction to be mentally incompetent or incapable of managing the Participant’s affairs;

(m)

“ Eligible Person ” means a non-director officer, employee or Consultant of Seabridge;

(n)

“ Exchange ” means the Toronto Stock Exchange or, if the Shares are not then listed and posted for trading on the Toronto Stock Exchange, on such stock exchange in Canada on which such shares are listed and posted for trading as may be selected for such purpose by the Board;

(o)

“ Extension Period ” has the meaning set forth in Section 3.2.2;

(p)

“ Fair Market Value ” means, with respect to a Share on any date, the volume weighted average trading price of the Shares on the Exchange for the five days on which Shares were traded immediately preceding that date; provided that if the Shares are not listed for trading on a stock exchange on such date, the Fair Market Value shall be the price per Share as the Board, acting in good faith, may determine;

(q)

“ Insider ” means (a) an insider as defined in the Ontario Securities Act, other than a person who falls within that definition solely by virtue of being a director or senior officer of a subsidiary of Seabridge, and (b) an associate or affiliate of any person who is an insider by virtue of (a);

(r)

“ ITA ” means the Income Tax Act (Canada), R.S.C. 1985, c.1 (5th Supp.), including the regulations promulgated thereunder, as amended from time to time;

(s)

“ Leave of Absence ” means any period during which, pursuant to the prior written approval of Seabridge or by reason of Disability, the Participant is considered to be on an approved leave of absence or on Disability and does not provide any services to Seabridge;

(t)

“ Merger and Acquisition Transaction ” means:

(i)

any merger;

(ii)

any acquisition;

(iii)

any amalgamation;

(iv)

any offer for the Shares which, if successful, would entitle the offeror to acquire all of the voting securities of Seabridge; or

(v)

any arrangement or other scheme of reorganization;

that results in a Change of Control;

(u)

“ Outstanding Issue ” is determined on the basis of the number of Shares that are outstanding immediately prior to the Share issuance in question;

(v)

“ Participant ” means an Eligible Person who has been designated by Seabridge for participation in the Plan and who has agreed to participate in the Plan and to whom Restricted Share Units have or will be granted hereunder;

(w)

“ Participant Information ” has the meaning set forth in Section 5.6.4(b)5.6.4(b);

(x)

“ Participant Termination Date ” in respect of a Participant means, where the Participant’s employment with or service to Seabridge has been terminated, the Participant’s last day of active employment with or service to Seabridge, regardless of the reason for the termination of employment or termination of services;

(y)

“ Plan ” means this Restricted Share Unit Plan as set forth herein, as the same may be amended and varied from time to time;

(z)

“ Restricted Share Unit ” or “ RSU ” means a unit designated as a Restricted Share Unit representing the right to receive one Share in accordance with the terms set forth in the Plan;

(aa)

“ Restricted Share Unit Account ” has the meaning set forth in Section 3.1.1;

(bb)

“ Retirement ” means the normal retirement of the Participant from employment with Seabridge or the early retirement of the Participant pursuant to any applicable retirement plan of Seabridge, all as determined by the Board, acting reasonably;

(cc)

“ RSU Gross Payment ” has the meaning set forth in Section 3.3.2(b)(i);

(dd)

“ RSU Vesting Date ” means, with respect to a Restricted Share Unit granted to a Participant, the date determined in accordance with Section 3.2;

(ee)

“ Seabridge ” means Seabridge Gold Inc. and, where the context requires it, includes its subsidiaries, affiliates, successors and assigns;

(ff)

“ Share ” means a common share in the capital of Seabridge;

(gg)

“ United States ” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

(hh)

“ U.S. Participant ” means a Participant who is a U.S. Person or who is holding or exercising RSUs in the United States;

(ii)

“ U.S. Person ” has the meaning set forth in Rule 902(k) of Regulation S under the U.S. Securities Act and generally includes, but is not limited to, any natural person resident in the United States, any partnership or corporation organized under the laws of the United States and any estate or trust of which any executor, administrator or trustee is a U.S. Person;

(jj)

“ U.S. Securities Act ” means the United States Securities Act of 1933, as amended;

(kk)

“ Vested Restricted Share Units ” has the meaning set forth in Section 3.2.3; and

(ll)

“ Vested Units ” mean Vested Restricted Share Units.

In this Plan, unless the context requires otherwise, words importing the singular number may be construed to extend to and include the plural number, and words importing the plural number may be construed to extend to and include the singular number.

ARTICLE 2

GRANT OF RSUS

2.1	Grant of RSUs

2.1.1

Subject to the terms of the Plan, the Board may make grants of Restricted Share Units to Participants in such number, at such times and on such terms and conditions, as the Board may, in its sole discretion, determine and thereafter Seabridge shall provide an Award Agreement to each Participant; provided that:

(a)

the maximum number of Shares Seabridge is entitled to issue from treasury under the Plan for payments in respect of Awards of Restricted Share Units to Participants is 900,000 Shares; and

(b)

under no circumstances shall this Plan, together with all of Seabridge's other previously established or proposed stock options, restricted share units, deferred share units, stock option plans, employee stock purchase plans or any other compensation or incentive mechanisms involving the issuance or potential issuance of Shares, result, at any time, in:

(i)

the number of Shares issuable to Insiders at any time exceeding 10% of the Outstanding Issue;

(ii)

the number of Shares issued to Insiders, within a one year period, of a number of Shares exceeding 10% of the Outstanding Issue; or

(iii)

the number of Shares issued to any one Insider and such Insider's associates, within a one year period, of a number of Shares exceeding 5% of the Outstanding Issue.

2.1.2

Awards that are Restricted Share Units may only be granted to Participants; provided that the participation in the Plan is voluntary. In determining the Participants to whom Awards may be granted and the number of Restricted Share Units to be awarded pursuant to each Award, the Board may take into account the following factors:

(a)

compensation data for comparable benchmark positions among Seabridge’s competitors;

(b)

the duties and seniority of the Participant;

(c)

the performance of the Participant in the prior year relative to the performance measures of Seabridge for the relevant performance period;

(d)

individual and/or departmental contributions and potential contributions to the success of Seabridge; and

(e)

such other factors as the Board shall deem relevant in connection with accomplishing the purposes of the Plan.

2.1.3

The Board may at any time appoint the Compensation Committee to, among other things, interpret, administer and implement this Plan on behalf of the Board in accordance with such terms and conditions as the Board may prescribe, consistent with this Plan. The Board will take such steps that in its opinion are required to ensure that the Compensation Committee has the necessary authority to fulfill its functions under this Plan.

2.1.4

All grants of Restricted Share Units under this Plan will be evidenced by Award Agreements. Any one executive officer of Seabridge is authorized and empowered to execute and deliver, for and on behalf of Seabridge, an Award Agreement to each Participant.

2.2	Forfeited RSUs

2.2.1

For greater certainty, no Participant shall have any entitlement to receive any payment in respect of any RSUs which have been forfeited under this Plan, by way of damages, payment in lieu or otherwise.

ARTICLE 3

RESTRICTED SHARE UNITS

3.1	Restricted Share Unit Grants and Accounts

3.1.1

An Account, to be known as a “ Restricted Share Unit Account ”, shall be maintained by Seabridge for each Participant that has been granted Restricted Share Units. On each Date of Grant, the Account will be credited with the Restricted Share Units granted to a Participant on that date.

3.1.2

The establishment of the Plan in respect of Restricted Share Units shall be an unfunded obligation of Seabridge. Neither the establishment of the Plan in respect of Restricted Share Units nor the grant of any Restricted Share Units or the setting aside of any funds by Seabridge (if, in its sole discretion, it chooses to do so) shall be deemed to create a trust. Legal and equitable title to any funds set aside for the purposes of the Plan in respect of Restricted Share Units shall remain in Seabridge and no Participant shall have any security or other interest in such funds. Any funds so set aside shall remain subject to the claims of creditors of Seabridge present or future. Amounts payable to any Participant under the Plan in respect of Restricted Share Units shall be a general, unsecured obligation of Seabridge. The right of the Participant or Beneficiary to receive payment pursuant to the Plan in respect of Restricted Share Units shall be no greater than the right of other unsecured creditors of Seabridge.

3.2

Vesting

3.2.1

Subject to Sections 3.2.2, a Restricted Share Unit granted under this Plan shall vest based on the achievement of corporate objectives or after specified periods of time have elapsed as determined by the Board at the time of grant of Restricted Share Units. The expiry date of each (unvested) RSU granted under the RSU Plan will be determined by the Board at its discretion at the time of each grant. In addition, no Restricted Share Units granted hereunder shall vest before the shareholders of Seabridge and the stock exchanges on which the Shares are listed have approved the Plan or the issuance of the shares thereunder.

3.2.2

In the event that a RSU Vesting Date for a Restricted Share Unit granted under this Plan occurs within a Blackout Period or within five business days after a Blackout Period, the RSU Vesting Date for such Restricted Share Unit shall be ten business days after the date the Blackout Period ends (the " Extension Period "); provided that if an additional Blackout Period is subsequently imposed by Seabridge during the Extension Period, then such Extension Period shall be deemed to commence following the end of such additional BlackoutPeriod to enable the RSU Vesting Date for such Restricted Share Unit to be ten business days after the end of the last imposed Blackout Period. Similarly, the expiry date of each (unvested) RSU granted under the RSU Plan will automatically be extended until one Business Day after the expiry of any Extension Period.

3.2.3

All Restricted Share Units recorded in a Participant’s Restricted Share Unit Account which have vested in accordance with this Plan and are not forfeited hereunder by the Participant on the Participant Termination Date are referred to herein as “ Vested Restricted Share Units ”.

3.2.4

For greater certainty, no Participant nor any Beneficiary or other person claiming through a Participant shall be entitled to any benefit hereunder in respect of any Restricted Share Units that are not Vested Restricted Share Units.

3.2.5

Notwithstanding anything else herein contained, after shareholder approval of the Plan, Seabridge may, in its discretion, at any time permit the acceleration of vesting of any or all Restricted Share Units, all in the manner and on the terms as may be authorized by the Board.

3.3	Payment in Respect of Restricted Share Units

3.3.1

Payment in respect of an Award of a Restricted Share Unit granted to a Participant shall become payable on each RSU Vesting Date for such Restricted Share Unit in accordance with Section 3.3.2.

3.3.2

On each RSU Vesting Date in respect of an Award of Restricted Share Units granted to a Participant:

(a)

Seabridge may decide, in its sole discretion, to make all payments in respect of an Award of a Restricted Share Unit to a Participant in cash, in Shares issued from treasury, or in a combination of cash and Shares issued from treasury, in the manner described in this Section 3.3.2 and, in the absence of an express decision, payments in respect of an Award of a Restricted Share Unit to a Participant shall be made in Shares issued from treasury;

(b)

where Seabridge decides to make all payments in respect of an Award of a Restricted Share Unit to a Participant in cash, Seabridge shall pay to the Participant a cash amount equal to the amount by which:

(i)

the product that results by multiplying: (A) the number of Restricted Share Units credited to the Participant’s Restricted Share Unit Account as at the RSU Vesting Date that are Vested Restricted Share Units; by (B) the Fair Market Value of a Share on the RSU Vesting Date (such product referred to as the “ RSU Gross Payment ”); exceeds

(ii)

all Applicable Withholding Taxes in respect of such payment;

(c)

where Seabridge decides to make all payments in respect of an Award of a Restricted Share Unit to a Participant in Shares issued from treasury, subject to Section 3.3.2(e), Seabridge shall issue from treasury the number of Shares equal to the number of Restricted Share Units credited to the Participant’s Restricted Share Unit Account as at the RSU Vesting Date that are Vested Restricted Share Units;

(d)

where Seabridge decides to make payments in respect of an Award of a Restricted Share Unit to a Participant in a combination of cash and Shares issued from treasury, Seabridge shall:

(i)

issue from treasury a number of Shares not to exceed the number that would be issued if Section 3.3.2(c) applied; and

(ii)

pay to the Participant a cash amount equal to the amount by which the RSU Gross Payment exceeds the Fair Market Value on the date of issuance of the Shares issued from treasury under Section 3.3.2(d)(i), net of any Applicable Withholding Taxes; and

(e)

where Seabridge decides to make any payments in respect of an Award of a Restricted Share Unit to a Participant in Shares issued from treasury, Seabridge shall have the right to withhold, or to require the Participant to remit to Seabridge, an amount sufficient to satisfy any Applicable Withholding Taxes. For greater certainty, Seabridge may decide in its sole discretion to satisfy any Applicable Withholding Taxes by withholding from the Shares otherwise deliverable to the Participant such number of Shares having a value, determined as of the date that the withholding tax obligation arises, equal to the amount of the total withholding tax obligation.

3.4	Dividends Paid on Shares

3.4.1

Subject to Section 3.4.2, in the event Seabridge pays a dividend on the Shares subsequent to the granting of an Award, the number of Restricted Share Units relating to such Award (the “ Original RSU ”) shall be increased by an amount equal to:

(a)

the product of: (i) the aggregate number of Original RSUs held by the Participant on the record date for such dividend; and (ii) the per Share amount of such dividend (or, in the case of any dividend payable in property other than cash, the per Share fair market value of such property as determined by the Board), divided by

(b)

the Fair Market Value of a Share calculated as of the date that is three days prior to the record date for the dividend.

3.4.2

In the event that Seabridge pays a dividend on the Shares in additional Shares, the number of Original RSUs shall be increased by a number equal to the product of: (a) the aggregate number of Original RSUs held by the Participant on the record date of such dividend; and (b) the number of Shares (including any fraction thereof) payable as a dividend on one Share.

3.5	Termination of Employment or Leave of Absence

3.5.1

Subject to Section 3.2.1 and the provisions of any applicable Award Agreement, upon the Participant ceasing to be an Eligible Person due to involuntary termination with cause or voluntary termination by the Participant, all Restricted Share Units previously credited to such Participant’s Restricted Share Unit Account which did not become Vested Restricted Share Units on or prior to the Participant Termination Date shall be terminated and forfeited as of the Participant Termination Date.

3.5.2

Upon the Participant ceasing to be an Eligible Person by reason of involuntary termination without cause, death, total or permanent long-term disability (as reasonably determined by the Board) or Retirement of the Participant, any Restricted Share Units previously credited to such Participant’s Restricted Share Unit Account which did not become Vested Restricted Share Units on or prior to the Participant Termination Date, shall either be terminated and forfeited as of the Participant Termination Date, continue to vest in accordance with their terms and pursuant to Section 3.2.1, or fully-vest at the discretion of the Board.

3.5.3

Upon a Participant commencing a Leave of Absence, unless otherwise determined by the Board in its sole discretion, any Restricted Share Units previously credited to such Participant’s Restricted Share Unit Account shall continue to vest in accordance with their terms pursuant to Section 3.2.1.

3.5.4

If the relationship of the Participant with Seabridge is terminated for any reason prior to the vesting of the Restricted Share Units, whether or not such termination is with or without notice, adequate notice or legal notice or is with or without legal or just cause, the Participant’s rights shall be strictly limited to those provided for in this Section 3.5, or as otherwise provided in the applicable Award Agreement between the Participant and Seabridge. Unless otherwise specifically provided in writing, the Participant shall have no claim to, or in respect of, any Restricted Share Units which may have or would have vested had due notice of termination of employment been given, nor shall the Participant have any entitlement to damages or other compensation or any claim for wrongful termination or dismissal in respect of any Restricted Share Units or loss of profit or opportunity which may have or would have vested or accrued to the Participant if such wrongful termination or dismissal had not occurred or if due notice of termination had been given. This provision shall be without prejudice to the Participant’s rights to seek compensation for lost employment income or lost employment benefits (other than those accruing under or in respect of the Plan or any Restricted Share Units) in the event of any alleged wrongful termination or dismissal.

ARTICLE 4

ADJUSTMENTS AND MERGER AND ACQUISITION TRANSACTIONS

4.1	Adjustments

4.1.1

Appropriate adjustments to this Plan and to Awards shall be made, and shall be conclusively determined, by the Board to give effect to adjustments in the number of Shares resulting from subdivisions, consolidations, substitutions, reorganizations or reclassifications of the Shares, the payment of stock dividends by Seabridge (other than dividends in the ordinary course) or other changes in the capital of Seabridge or from a Merger and Acquisition Transaction. Any dispute that arises at any time with respect to any such adjustment will be conclusively determined by the Board, and any such determination will be binding on Seabridge, the Participant and all other affected parties.

4.2	Merger and Acquisition Transactions

4.2.1

In the event of a Merger and Acquisition Transaction or proposed Merger and Acquisition Transaction:

(a)

the Board shall, in an appropriate and equitable manner, determine any adjustment to the number and type of Shares (or other securities or other property) that thereafter shall be made the subject of Awards;

(b)

the Board shall, in an appropriate and equitable manner, determine the number and type of Shares (or other securities or other property) subject to outstanding Awards;

(c)

the Board shall, in an appropriate and equitable manner, determine the acquisition price with respect to settlement or payment of any Award; provided, however, that the number of Shares covered by any Award or to which such Award relates shall always be a whole number;

(d)

the Board shall, in an appropriate and equitable manner, determine the manner in which all unvested Awards granted under this Plan will be treated including, without limitation, requiring the acceleration of the time for the vesting of such Awards by the Participants, the time for the fulfilment of any conditions or restrictions on such exercise, and the time for the expiry of such rights;

(e)

the Board or any company which is or would be the successor to Seabridge or which may issue securities in exchange for Shares upon the Merger and Acquisition Transaction becoming effective may offer any Participant the opportunity to obtain a new or replacement award for securities into which the Shares are changed or are convertible or exchangeable, on a basis proportionate to the number of Shares issuable under the Award (and otherwise substantially upon the terms of the Award being replaced, or upon terms no less favourable to the Participant) including, without limitation, the periods during which the Award may be exercised and expiry dates; and in such event, the Participant shall, if he accepts such offer, be deemed to have released his Award and such Award shall be deemed to have lapsed and be cancelled; and

(f)

the Board may commute for or into any other security or any other property or cash, any Award that is still capable of being exercised, upon giving to the Participant to whom such Award has been granted at least 30 days' written notice of its intention to commute such Award, and during such period of notice, the Award, to the extent it has not been exercised, may be exercised by the Participant without regard to any vesting conditions attached thereto, and on the expiry of such period of notice, the unexercised portion of the Award shall lapse and be cancelled.

Subsections (a) through (f) of this Section 4.2.1may be utilized independently of, successively with, or in combination with each other and Section 4.1.1and nothing therein contained shall be construed as limiting or affecting the ability of the Board to deal with Awards in any other manner. All determinations by the Board under this ARTICLE 4 will be final, binding and conclusive for all purposes.

4.2.2

The Board may, in its sole discretion, cancel any or all outstanding Awards and pay to the holders of any such Awards that are otherwise vested, in cash, the value of such Awards based upon the price per share of capital stock received or to be received by other shareholders of the Corporation in such event.

4.2.3

The grant of any Awards under this Plan will in no way affect Seabridge’s right to adjust, reclassify, reorganize or otherwise change its capital or business structure, to complete a Merger and Acquisition Transaction or to merge, amalgamate, reorganize, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets or engage in any like transaction.

4.2.4

No adjustment or substitution provided for in this ARTICLE 4 will require Seabridge to issue a fractional share in respect of any or other Awards and the total substitution or adjustment with respect to each Award will be limited accordingly.

ARTICLE 5

ADMINISTRATION

5.1	Administration

5.1.1

The Plan shall be administered by Seabridge in accordance with the provisions hereof. All costs and expenses of administering the Plan will be paid by Seabridge. Seabridge may, from time to time, establish administrative rules and regulations and prescribe forms or documents relating to the operation of the Plan as it may deem necessary to implement or further the purpose of the Plan and amend or repeal such rules and regulations or forms or documents. In administering the Plan, the Board or the Compensation Committee may seek recommendations from the Chairman, Chief Executive Officer or Chief Financial Officer of Seabridge or such other advisors as they deem appropriate. The Board may also delegate to the Compensation Committee or any director, officer or employee of Seabridge such duties and powers relating to the Plan as it may see fit. Seabridge may also appoint or engage a trustee, custodian or administrator to administer or implement the Plan.

5.1.2

Seabridge shall keep or cause to be kept such records and accounts as may be necessary or appropriate in connection with the administration of the Plan and the discharge of its duties. At such times as Seabridge shall determine, Seabridge shall furnish the Participant with a statement setting forth the details of his or her RSUs including Date of Grant and the Vested RSUs held by each Participant.

(i)

(a)

Any notice, statement, certificate or other instrument required or permitted to be given to a Participant or any person claiming or deriving any rights through him or her shall be given by:delivering it personally to the Participant or to the person claiming or deriving rights through him or her, as the case may be;

(ii)

other than in the case of a delivery of Shares, sending it to the Participant via facsimile or similar means of electronic transmission to the facsimile or e-mail address which is maintained for the Participant in Seabridge’s personnel records; or

(iii)

mailing it postage paid (provided that the postal service is then in operation) or delivering it to the address which is maintained for the Participant in Seabridge’s personnel records.

(b)

Any notice, statement, certificate or other instrument required or permitted to be given to Seabridge shall be given by mailing it postage paid (provided that the postal service is then in operation), delivering it to Seabridge at its principal address, or (other than in the case of a payment) sending it by means of facsimile or similar means of electronic transmission, to the attention of Seabridge.

(c)

Any notice, statement, certificate or other instrument referred to in Section 6.1.3(a) or 6.1.3(b), if delivered, shall be deemed to have been given or delivered on the date on which it was delivered, if mailed (provided that the postal service is then in operation), shall be deemed to have been given or delivered on the second business day following the date on which it was mailed and if by facsimile or similar means of electronic transmission, on the next business day following transmission.

5.2	Amendments

5.2.1

Seabridge retains the right without shareholder approval:

(a)

to amend the Plan or any Restricted Share Units from time to time to:

(i)

make amendments of a grammatical, typographical, clerical and administrative nature and any amendments required by a regulatory authority,

(ii)

change vesting provisions of the Plan or any Restricted Share Units, or

(iii)

make any other amendments of a non-material nature; or

(b)

to suspend, terminate or discontinue the terms and conditions of the Plan and the Restricted Share Units granted hereunder by resolution of the Board,

provided that:

(c)

no such amendment to the Plan shall cause the Plan in respect of Restricted Share Units to cease to be a plan described in paragraph (k) of the definition of “salary deferral arrangement” in subsection 248(1) of the ITA or any successor to such provision; and

(d)

any amendment shall be subject to the prior consent of any applicable regulatory bodies, including the Exchange and the New York Stock Exchange, as may be required.

5.2.2

Any amendment to the Plan made in accordance with Section 5.2.1(a)(ii) or 5.2.1(b) shall take effect only with respect to Awards granted after the effective date of such amendment, provided that it may apply to any outstanding Award with the mutual consent of Seabridge and the Participants to whom such Awards have been granted.

5.2.3

Any amendment to the Plan other than as described in Section 5.2.1 shall require the approval of the shareholders of Seabridge given by the affirmative vote of a majority of the common shares (or, where required, "disinterested" shareholder approval) represented at a meeting of the shareholders of Seabridge at which a motion to approve the Plan or an amendment to the Plan is presented. Specific amendments requiring shareholder approval include:

(a)

to increase the number of Shares reserved under the Plan;

(b)

to change the definition of Participants;

(c)

to extend the term of an RSU held by an insider or to amend or remove the limits on the number of RSUs which may be granted to insiders under the Plan;

(d)

to permit RSUs to be transferred otherwise than by testamentary disposition or in accordance with the laws governing the devolution of property in the event of death;

(e)

to permit awards other than RSUs under the Plan; and

(f)

to amend this Section 5.2.3 so as to increase the ability of the Board to amend the Plan without shareholder approval.

5.3

Currency

5.3.1

All payments and benefits under the Plan shall be determined and paid in the lawful currency of Canada unless the directors determine otherwise in their discretion.

5.4	Beneficiaries and Claims for Benefits

5.4.1

Subject to the requirements of Applicable Law, a Participant shall designate in writing a Beneficiary to receive any benefits that are payable under the Plan upon the death of such Participant. The Participant may, subject to Applicable Law, change such designation from time to time. Such designation or change shall be in such form and executed and filed in such manner as the Board may from time to time determine.

5.5	Representations and Covenants of Participants

5.5.1

Each Award Agreement will contain representations and covenants of the Participant that:

(a)

in respect of a Participant, the Participant is an Eligible Person;

(b)

the Participant has not been induced to enter into such Award Agreement by the expectation of employment or continued employment with Seabridge;

(c)

the Participant is aware that the grant of the Award is exempt from the obligation under applicable securities laws to file a prospectus or other registration document qualifying the distribution of the Shares to be distributed thereunder under any applicable securities laws and that any Shares issued under the Plan or an Award may contain required restrictive legends; and

(d)

upon vesting of an Award which is settled in Shares, the Participant or their legal representative, as the case may be, will prior to and upon any sale or disposition of any Shares received pursuant to an Award, comply with all Applicable Law.

5.6

General

5.6.1

The transfer of an employee within Seabridge shall not be considered a termination of employment for the purposes of the Plan, so long as such Participant continues to be a director or employee of Seabridge.

5.6.2

The determination by the Board of any question which may arise as to the interpretation or implementation of the Plan or any of the RSUs granted hereunder shall be final and binding on all Participants and other persons claiming or deriving rights through any of them.

5.6.3

The Plan shall enure to the benefit of and be binding upon Seabridge and its successors and assigns. The interest of any Participant under the Plan in any RSU shall not be transferable or alienable by the Participant either by pledge, assignment or in any other manner whatever, otherwise than by testamentary disposition or in accordance with the laws governing the devolution of property in the event of death; and after the Participant’s lifetime shall enure to the benefit of and be binding upon the Participant’s Beneficiary.

(a)

(i)

Seabridge’s grant of any RSUs hereunder is subject to compliance with Applicable Law.As a condition of participating in the Plan, each Participant agrees to comply with all such Applicable Law and agrees to furnish to Seabridge all information and undertakings as may be required to permit compliance with such Applicable Law. Each Participant shall provide the Board with all information (including personal information) the Board requires in order to administer the Plan (the “ Participant Information ”).

(b)

Seabridge may, without amending the Plan, modify the terms of Restricted Share Units granted to Participants who provide services to Seabridge from outside of Canada in order to comply with the Applicable Laws of such foreign jurisdictions. Any such modification to the terms of Restricted Share Units with respect to a particular Participant shall be reflected in the Award Agreement for such Participant.

(c)

The terms of the Plan and Restricted Share Units granted hereunder to Participants subject to taxation on employment income under the United States Internal Revenue Code of 1986, as amended, shall be determined by taking into consideration the provisions applicable to such persons as set forth in Schedule “A” hereto.

(d)

The Board may from time to time transfer or provide access to Participant Information to a third party service provider for purposes of the administration of the Plan provided that such service providers will be provided with such information for the sole purpose of providing services to the Board in connection with the operation and administration of the Plan. The Board may also transfer and provide access to Participant Information to Seabridge for purposes of preparing financial statements or other necessary reports and facilitating payment or reimbursement of Plan expenses. By participating in the Plan, each Participant acknowledges that Participant Information may be so provided and agrees and consents to its provision on the terms set forth herein. Seabridge shall not disclose Participant Information except (i) as contemplated above in this Section 5.6.4(e) and in Section 5.6.8, (ii) in response to regulatory filings or other requirements for the information by a governmental authority or regulatory body, or (iii) for the purpose of complying with a subpoena, warrant or other order by a court, person or body having jurisdiction over Seabridge to compel production of the information.

5.6.4

Nothing herein or otherwise shall be construed so as to confer on any Participant any rights as a shareholder of Seabridge with respect to any Shares reserved for the purpose of any Award, including for greater certainty, no Award shall confer any entitlement as to dividends or voting rights on a Participant.

5.6.5

Neither designation as a Participant nor the grant of any RSUs to any Participant entitles any Participant to any additional grant of any RSUs under the Plan. Neither the Plan nor any action taken hereunder shall interfere with the right of Seabridge to terminate a Participant’s employment, if applicable, at any time. Neither any period of notice, if any, nor any payment in lieu thereof, upon termination of employment shall be considered as extending the period of employment for the purposes of the Plan.

5.6.6

Participation in the Plan shall be entirely voluntary and any decision not to participate shall not affect any person’s relationship with Seabridge.

5.6.7

By participating in the Plan, the Participant agrees, acknowledges and consents to:

(a)

the disclosure to Seabridge and applicable directors, officers, employees, Consultants, representatives and agents of Seabridge, the Exchange, the New York Stock Exchange and all tax, securities and other regulatory authorities of all Participant Information;

(b)

the collection, use and disclosure of such personal information by the persons described in (a) above of all Participant Information in accordance with their requirements, including the provision to third party service providers, from time to time.

5.6.8

Nothing contained in this Plan will restrict or limit or be deemed to restrict or limit the right or power of the Board in connection with any allotment and issuance of Shares which are not allotted and issued under this Plan including, without limitation, with respect to other compensation arrangements.

5.6.9

This Plan is established under the laws of the Province of Ontario and the rights of all parties and the construction of each and every provision of the Plan and any RSUs granted hereunder shall be construed according to the laws of the Province of Ontario.

ARTICLE 6

United States Securities Laws

(U.S. Participants)

6.1.1

Neither the RSUs, which may be granted pursuant to the provisions of the Plan, nor the Shares which may be received pursuant to the vesting of RSUs have been registered under the U.S. Securities Act or under any securities law of any state of the United States of America, unless Seabridge has made a determination to register such Shares or RSUs. Accordingly, any Participant who is or becomes a U.S. Participant, who is granted RSUs in the United States, who is a resident of the United States or who is otherwise subject to the U.S. Securities Act or the securities laws of any state of the United States shall by acceptance of the RSUs be deemed to represent, warrant, acknowledge and agree that:

(a)

the Participant is receiving the RSUs and any Shares upon the vesting of such RSUs as principal and for the account of the Participant;

(b)

in granting the RSUs and issuing the Shares to the Participant upon the vesting of such RSUs, Seabridge is relying on the representations and warranties of the Participant contained in this Plan relating to the RSUs to support the conclusion of Seabridge that the granting of the RSUs and the issue of Shares upon the vesting of such RSUs do not require registration under the U.S. Securities Act or to be qualified under the securities laws of any state of the United States of America;

(c)

if required by the U.S. Securities Act, each certificate representing shares issued upon the vesting of such RSUs to a U.S. Participant shall bear the following legends:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”

provided that if such Shares are being sold outside the United States of America in compliance with the requirements of Rule 904 of Regulation S under the U.S. Securities Act the foregoing legends may be removed by providing a written declaration by the holder to the registrar and transfer agent for the Shares to the following effect:

"The undersigned (A) acknowledges that the sale of ____________________common shares represented by Certificate Number(s) ________________________, to which this declaration relates, is being made in reliance on Rule 904 of Regulation S (“Regulation S”) under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and (B) certifies that (1) the undersigned is not an "affiliate" (as defined in Rule 405 under the U.S. Securities Act) of the Company or a "distributor", as defined in Regulation S, or an affiliate of a "distributor"; (2) the offer of such securities was not made to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States, or (b) the transaction was executed on or through the facilities of a “designated offshore securities market” within the meaning of Rule 902(b) of Regulation S under the U.S. Securities Act, and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States; (3) neither the seller nor any person acting on its behalf engaged in any directed selling efforts in connection with the offer and sale of such securities; (4) the sale is bona fide and not for the purpose of "washing off" the resale restrictions imposed because the securities are "restricted securities" (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act); (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of Regulation S under the U.S. Securities Act with fungible unrestricted securities; and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or a scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings as used in Regulation S.”;

(d)

other than as contemplated by subsection (c) of this Section 7.1.1, prior to making any disposition of any Shares acquired pursuant to the vesting of such RSUs which might be subject to the requirements of the U.S. Securities Act, the U.S. Participant shall give written notice to Seabridge describing the manner of the proposed disposition and containing such other information as is necessary to enable counsel for Seabridge to determine whether registration under the U.S. Securities Act or qualification under any securities laws of any state of the United States of America is required in connection with the proposed disposition and whether the proposed disposition is otherwise in compliance with such legislation and the regulations thereto;

(e)

other than as contemplated by subsection (c) of this Section 7.1.1, the U.S. Participant will not attempt to effect any disposition of the Shares owned by the U.S. Participant and acquired pursuant to the vesting of such RSUs or of any interest therein which might be subject to the requirements of the U.S. Securities Act in the absence of an effective registration statement relating thereto under the U.S. Securities Act or an opinion of counsel satisfactory in form and substance to counsel for Seabridge that such disposition would not constitute a violation of the U.S. Securities Act or any securities laws of any state of the United States and then will only dispose of such Shares in the manner so proposed;

(f)

Seabridge may place a notation on its records to the effect that none of the Shares received by the U.S. Participant pursuant to the vesting of such RSUs shall be transferred unless the provisions of the Plan have been complied with; and

(g)

the effect of these restrictions on the disposition of the Shares received by the U.S. Participant pursuant to the vesting of such RSUs is such that the U.S. Participant may not be able to sell or otherwise dispose of such Shares for a considerable length of time in a transaction which is subject to the provisions of the U.S. Securities Act other than as contemplated by subsection (c) of this Section 7.1.1.

Approved by Board of Directors: December 19, 2013

Approved by Shareholders: June 24, 2014

Approved by TSX: July 31, 2014

Approved by NYSE: July 28, 2014

Signed:	(signed)“ C. Bruce Scott ”
	C. Bruce Scott
	Vice President Corporate Affairs and Corporate Secretary

Schedule A

Special Provisions Applicable to Participants Subject to Section 409A of the United States Internal Revenue Code

This schedule sets forth special provisions of the Plan that apply to Participants subject to section 409A of the United States Internal Revenue Code of 1986, as amended. Terms defined in the Plan and used herein shall have the meanings set forth in the Plan, as amended from time to time.

1.1	Definitions

1.1.1

In this Schedule, the following terms have the following meanings:

(a)

“ Code ” means the United States Internal Revenue Code of 1986, as amended, and any applicable United States Treasury Regulations and other binding regulatory guidance thereunder;

(b)

“ Section 409A ” means section 409A of the Code;

(c)

“ Separation From Service ” shall mean the separation from service with Seabridge within the meaning of U.S. Treas. Regs. § 1.409A-1(h). Whether a Separation from Service has occurred is determined based on whether the facts and circumstances indicate that Seabridge and the Participant reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Participant would perform after such date (whether as an employee or independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding thirty six (36) month period (or the full period of services to Seabridge if the Participant has been providing services to Seabridge less than thirty six (36) months)). Separation from service shall not be deemed to occur while the Participant is on military leave, sick leave or other bona fide leave of absence if the period does not exceed six (6) months or, if longer, so long as the Participant retains a right to reemployment with Seabridge under an applicable statute or by contract. For this purpose, a leave is bona fide only if, and so long as, there is a reasonable expectation that the Participant will return to perform services for Seabridge. Notwithstanding the foregoing, a twenty-nine (29) month period of absence will be substituted for such six (6) month period if the leave is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of no less than six (6) months and that causes the Participant to be unable to perform the duties of his or her position of employment. For this purpose, “Seabridge” includes all entities would be considered a single employer for purposes of U.S. Treasury Regulations; provided that, in applying those regulations, the language “at least 50 percent” shall be used instead of “at least 80 percent” each place it appears therein. A director may have a Separation from Service upon resignation as a director even if the director then becomes an officer or employee of Seabridge;

(d)

“ Specified Employee ” means a US Taxpayer who meets the definition of “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code; and

(e)

“ US Taxpayer ” means a Participant whose compensation from Seabridge is subject to Section 409A.

2.1	Compliance with Section 409A

2.1.1

Notwithstanding any provision of the Plan to the contrary, it is intended that any payments under the Plan either be exempt from or comply with Section 409A, and all provisions of the Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. Each payment made in respect of Restricted Share Units shall be deemed to be a separate payment for purposes of Section 409A. Each US Taxpayer is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for the account of such US Taxpayer in connection with the Plan (including any taxes and penalties under Section 409A), and neither Seabridge nor any of its subsidiaries shall have any obligation to indemnify or otherwise hold such US Taxpayer (or any beneficiary) harmless from any or all of such taxes or penalties.

2.1.3

Solely to the extent required by Section 409A, any payment which is subject to Section 409A shall comply with the following:

(a)

a payment which becomes payable on account of a Participant Termination Date (for any reason, whether or not such termination is voluntary or involuntary, with or without notice, adequate notice or legal notice or is with or without legal or just cause or on account of Retirement, death or permanent disability) shall be payable by reason of such circumstance only if the circumstance is a Separation from Service; and if such payment has become payable on account of a Separation from Service to any employee who is determined to be a Specified Employee, such payment shall not be paid before the date which is six months after such Specified Employee’s Separation From Service (or, if earlier, the date of death of such Specified Employee). Following any applicable six month delay of payment, all such delayed payments shall be made to the Specified Employee in a lump sum on the first day of the month next following the end of the applicable six month period;

(b)

a payment which becomes payable on account of a Merger and Acquisition Transaction or other Change of Control shall not be payable by reason of such circumstance unless the circumstance is a “change in ownership,” change in effective control,” or “change in ownership of a substantial portion of assets” as defined under Section 409A (hereinafter, a “ 409A Change of Control ”) and such payment shall be made in the Board’s discretion within the ninety (90 ) day period following such 409A Change of Control; and

(c)

a payment which is scheduled to become payable on account of an RSU Vesting Date or other specified date certain shall not be accelerated on account of accelerated vesting or other intervening payment event unless such event itself qualifies as a Separation from Service, a 409A Change of Control or other payment event expressly permitted under Section 409A.

2.1.4

A US Taxpayer shall be required to pay to Seabridge, and Seabridge shall have the right and is hereby authorized to withhold, from any cash or other compensation payable under the Plan, or from any other compensation or amounts owing to the US Taxpayer, the amount of any required Applicable Withholding Taxes in respect of amounts paid under the Plan and to take such other action as may be necessary in the opinion of Seabridge to satisfy all obligations for the payment of such withholding and taxes.

2.1.5

If and to the extent use of the assets contributed to or held by the Trust Fund to pay distributions to a US Taxpayer could result in accelerated or additional tax to the US Taxpayer under Section 409A (including without limitation Section 409A(b)), payment to a US Taxpayer shall only be made with assets that have not been held in the Trust Fund, and the US Taxpayer shall have no right to or any interest in any of the assets of the Trust Fund.

2.1.6

Any cash payment to a US Taxpayer described in Section 3.3.2(b), 3.3.2(c)(iii) or 3.3.2(d)(ii) shall be made not later than the fifteenth day of the third month following the end of the calendar year in which the applicable Vesting Date occurs. Ownership of any shares issued under Section 3.3.2(c) or 3.3.2(d)(i) shall be transferred and recognized by Seabridge as of the applicable date of issuance.

2.1.7

For all purposes under the Plan, if the Fair Market Value of a Share is to be determined by the Board, as provided in Section 1.1.2(p) of the Plan, the Board will make such determination for each US Taxpayer by the reasonable application of a reasonable valuation method in accordance with Treas. Reg. Sec. 1.409A-1(b)(5)(iv)(B)(1).

3.1	Amendment of Schedule

3.1.1

Notwithstanding Section 6.2 of the Plan, the Board shall retain the power and authority to amend or modify this schedule to the extent the Board in its sole discretion deems necessary or advisable to comply with any guidance issued under Section 409A. Such amendments may be made without the approval of any US Taxpayer.

Exhibit 5.1

May 12, 2016

Seabridge Gold Inc.

Suite 400, 106 Front Street East

Toronto, Ontario

M5A 1E1

Re:	Registration Statement on Form S-8 for Stock Option Plan and Restricted Share Unit Plan of Seabridge Gold Inc.

Ladies and Gentlemen :

We are acting as Canadian counsel to Seabridge Gold Inc. (the “Company) in connection with the filing of the above-referenced Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register under the Securities Act of 1933, as amended (the “Securities Act”), 4,157,550 Common Shares (the “Shares”), no par value, to be issued by the Company upon the exercise of options and awards granted under the Company’s Stock Option Plan and Restricted Share Unit Plan (the “Plans”).

The Shares will be registered on a Registration Statement on Form S-8 with the Commission under the Securities Act. This opinion is being furnished in accordance with the requirements of Form 601(b)(5) of Regulation S-K under the Securities Act.

We have examined the Company’s incorporation documents, records of proceedings of the Board of Directors, committees thereof, and the shareholders of the Company deemed by us to be relevant to this opinion letter, the Plans, and the Registration Statement. We also have received and relied on an Officer’s Certificate as to certain factual matters and have made such further legal and factual examinations and investigations as we deemed necessary for purposes of expressing the opinion set forth herein. For the purposes of this opinion we have assumed that the records of proceedings of the Board of Directors, committees thereof, and the shareholders of the Company are accurate, that such proceedings took place at duly constituted meetings or the relevant resolutions were consented to by all required directors and in each case in accordance with the laws and regulations and the Articles and By-Laws of the Company in effect at the time of the relevant meeting or consent resolution and that such records are complete.

Based on the foregoing, it is our opinion that the Shares are duly reserved for issue, and, when issued by the Company in accordance with the terms of the Plans and the terms of the stock options and restricted share units granted or to be granted under the Plans and after the passing of all necessary resolutions granting the relevant stock options or restricted share units to eligible recipients and duly allotting the relevant Shares to such recipients, will be validly issued, fully paid and non-assessable.

This opinion letter is provided for use solely in connection with the transactions contemplated by the Plans and may not be used, circulated, quoted or otherwise relied upon for any other purpose without our express written consent. The only opinion rendered by us consists of those matters set forth in the fourth paragraph hereof, and no opinion may be implied or inferred beyond those expressly stated. Our opinion expressed herein is as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof that may affect our opinion expressed herein.

We express no opinion as to any laws, or matters governed by any laws, other than the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

We consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name wherever appearing in the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.


			Very truly yours,
			CBCS LAW CORPORATION
			/s/ C. Bruce Scott
			C. Bruce Scott, President

KPMG LLP

Bay Adelaide Centre

333 Bay Street Suite 4600

Toronto ON M5H 2S5

Canada

Telephone

Fax

Internet

(416) 777-8500

(416) 777-8818

www.kpmg.ca

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Seabridge Gold Inc.

We consent to the use of our audit report, dated March 24, 2016, on the financial statements of Seabridge Gold Inc. (the “Company”), which comprise the consolidated statements of financial position as at December 31, 2015 and December 31, 2014, the consolidated statements of operations and comprehensive loss, changes in shareholders’ equity and cash flows for the years ended December 31, 2015 and December 31, 2014, and notes, comprising a summary of significant accounting policies and other explanatory information, and our audit report, dated March 24, 2016, on the effectiveness of internal control over financial reporting, which are incorporated by reference in this Registration Statement on Form S-8 and to the reference to our firm under the heading “Experts” in the Registration Statement.

Chartered Professional Accountants, Licensed Public Accountants

May 12, 2016

Toronto, Canada

KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG

network of independent member firms affiliated with KPMG International Cooperative

(“KPMG International”), a Swiss entity. KPMG Canada provides services to KPMG LLP

Tetra Tech WEI, Inc.

TO: Seabridge Gold Inc.

United States Securities and Exchange Commission

Re: Seabridge Gold Inc. (the "Company")

Ladies and Gentlemen:

Reference is made to the following reports:

Courageous Lake Prefeasibility Study dated September 5, 2012 and amended November 11, 2014

2012 KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study dated June 22, 2012 and amended November 11, 2014

(collectively, the " Reports ")

In connection with the Company's Prospectus dated May 12, 2016 and all documents incorporated by reference therein (collectively, the " Prospectus ") and the Company's Registration Statement on Form S-8 dated May 12, 2016 and any amendments thereto, including any post-effective amendments (collectively, the " Registration Statement "), I, Jianhui (John) Huang, P.Eng., on behalf of myself and Tetra Tech WEI Inc., consent to the use of my name and Tetra Tech WEI Inc.'s name and references to the Reports, or portions thereof, in the Prospectus and the Registration Statement and to the inclusion or incorporation by reference of information derived from the Reports in the Prospectus and Registration Statement.

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

		Yours truly,

		/s/ Jianhui (John) Huang, Ph.D., P.Eng
		Jianhui (John) Huang, Ph.D., P.Eng.

Tetra Tech WEI, Inc.

TO: Seabridge Gold Inc.

United States Securities and Exchange Commission

Re: Seabridge Gold Inc. (the "Company")

Ladies and Gentlemen:

Reference is made to the following reports:

Courageous Lake Prefeasibility Study dated September 5, 2012 and amended November 11, 2014

2012 KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study dated June 22, 2012 and amended November 11, 2014

(collectively, the " Reports ")

In connection with the Company's Prospectus dated May 12, 2016 and all documents incorporated by reference therein (collectively, the " Prospectus ") and the Company's Registration Statement on Form S-8 dated May 12, 2016 and any amendments thereto, including any post-effective amendments (collectively, the " Registration Statement "), I, Sabry Abdel Hafez, Ph.D., P.Eng., on behalf of myself and Tetra Tech WEI Inc., consent to the use of my name and Tetra Tech WEI Inc.'s name and references to the Reports, or portions thereof, in the Prospectus and the Registration Statement and to the inclusion or incorporation by reference of information derived from the Reports in the Prospectus and Registration Statement.

		Yours truly,

		/s/ Sabry Abdel Hafez, Ph.D., P.Eng.
		Sabry Abdel Hafez, Ph.D., P.Eng.

TO: Seabridge Gold Inc.

United States Securities and Exchange Commission

Re: Seabridge Gold Inc. (the "Company")

Ladies and Gentlemen:

Reference is made to the following report:

2012 KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study dated June 22, 2012 and amended November 11, 2014 (the " Report ")

In connection with the Company's Prospectus dated May 12, 2016 and all documents incorporated by reference therein (collectively, the " Prospectus ") and the Company's Registration Statement on Form S-8 dated May 12, 2016 and any amendments thereto, including any post-effective amendments (collectively, the " Registration Statement "), I, Hassan Ghaffari, P.Eng., on behalf of myself and Tetra Tech WEI Inc., hereby consent to the use of my name and Tetra Tech WEI Inc.'s name and references to the Report, or portions thereof, in the Prospectus and the Registration Statement and to the inclusion or incorporation by reference of information derived from the Report in the Prospectus and Registration Statement.

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

		Yours truly,

		/s/ Hassan Ghaffari, P.Eng.
		Hassan Ghaffari, P.Eng.

Moose Mountain Technical Services

TO: Seabridge Gold Inc.

United States Securities and Exchange Commission

Re: Seabridge Gold Inc. (the "Company")

Ladies and Gentlemen:

Reference is made to the following reports:

Courageous Lake Prefeasibility Study dated September 5, 2012 and amended November 11, 2014

2012 KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study dated June 22, 2012 and amended November 11, 2014

(collectively, the " Reports ")

In connection with the Company's Prospectus dated May 12, 2016 and all documents incorporated by reference therein (collectively, the " Prospectus ") and the Company's Registration Statement on Form S-8 dated May 12, 2016 and any amendments thereto, including any post-effective amendments (collectively, the " Registration Statement "), I, James H. Gray, P.Eng., on behalf of myself and Moose Mountain Technical Services, hereby consent to the use of my name and Moose Mountain Technical Services' name and references to the Reports, or portions thereof, in the Prospectus and the Registration Statement and to the inclusion or incorporation by reference of information derived from the Reports in the Prospectus and Registration Statement.

		Yours truly,

		/s/ James H. Gray, P.Eng
		James H. Gray, P.Eng.

W.N. Brazier Associates Inc.

TO: Seabridge Gold Inc.

United States Securities and Exchange Commission

Re: Seabridge Gold Inc. (the "Company")

Ladies and Gentlemen:

Reference is made to the following reports:

Courageous Lake Prefeasibility Study dated September 5, 2012 and amended November 11, 2014

2012 KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study dated June 22, 2012 and amended November 11, 2014

(collectively, the " Reports ")

In connection with the Company's Prospectus dated May 12, 2016 and all documents incorporated by reference therein (collectively, the " Prospectus ") and the Company's Registration Statement on Form S-8 dated May 12, 2016 and any amendments thereto, including any post-effective amendments (collectively, the " Registration Statement "), I, Neil Brazier, P.Eng., on behalf of myself and W.N. Brazier Associates Inc., hereby consent to the use of my name and W.N. Brazier Associates Inc.'s name and references to the Reports, or portions thereof, in the Prospectus and the Registration Statement and to the inclusion or incorporation by reference of information derived from the Reports in the Prospectus and Registration Statement.

		Yours truly,

		/s/ Neil Brazier, P.Eng.
		Neil Brazier, P.Eng.

ERM Consultants Canada Ltd.

TO: Seabridge Gold Inc.

United States Securities and Exchange Commission

Re: Seabridge Gold Inc. (the "Company")

Ladies and Gentlemen:

Reference is made to the following reports:

Courageous Lake Prefeasibility Study dated September 5, 2012 and amended November 11, 2014

2012 KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study dated June 22, 2012 and amended November 11, 2014

(collectively, the " Reports ")

In connection with the Company's Prospectus dated May 12, 2016 and all documents incorporated by reference therein (collectively, the " Prospectus ") and the Company's Registration Statement on Form S-8 dated May 12, 2016 and any amendments thereto, including any post-effective amendments (collectively, the " Registration Statement "), I, Pierre Pelletier, P.Eng., on behalf of myself and ERM Consultants Canada Ltd., hereby consent to the use of my name and ERM Consultants Canada Ltd.'s name and references to the Reports, or portions thereof, in the Prospectus and the Registration Statement and to the inclusion or incorporation by reference of information derived from the Reports in the Prospectus and Registration Statement.

		Yours truly,

		/s/ Pierre Pelletier, P.Eng.
		Pierre Pelletier, P.Eng.

Klohn Crippen Berger Ltd.

TO: Seabridge Gold Inc.

United States Securities and Exchange Commission

Re: Seabridge Gold Inc. (the "Company")

Ladies and Gentlemen:

Reference is made to the following report:

2012 KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study dated June 22, 2012 and amended November 11, 2014 (the " Report ")

In connection with the Company's Prospectus dated May 12, 2016 and all documents incorporated by reference therein (collectively, the " Prospectus ") and the Company's Registration Statement on Form S-8 dated May 12, 2016 and any amendments thereto, including any post-effective amendments (collectively, the " Registration Statement "), I, J. Graham Parkinson, P.Geo., on behalf of myself and Klohn Crippen Berger Ltd., hereby consent to the use of my name and Klohn Crippen Berger Ltd.'s name and references to the Report, or portions thereof, in the Prospectus and the Registration Statement and to the inclusion or incorporation by reference of information derived from the Report in the Prospectus and Registration Statement.

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

		Yours truly,

		/s/ J. Graham Parkinson, P.Geo
		J. Graham Parkinson, P.Geo.

Allnorth Consultants Ltd.

TO: Seabridge Gold Inc.

United States Securities and Exchange Commission

Re: Seabridge Gold Inc. (the "Company")

Ladies and Gentlemen:

Reference is made to the following report:

2012 KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study dated June 22, 2012 and amended November 11, 2014 (the " Report ")

In connection with the Company's Prospectus dated May 12, 2016 and all documents incorporated by reference therein (collectively, the " Prospectus ") and the Company's Registration Statement on Form S-8 dated May 12, 2016 and any amendments thereto, including any post-effective amendments (collectively, the " Registration Statement "), I, Darby Kreitz, P.Eng., on behalf of myself and Allnorth Consultants Ltd., hereby consent to the use of my name and Allnorth Consultants Ltd.'s name and references to the Report, or portions thereof, in the Prospectus and the Registration Statement and to the inclusion or incorporation by reference of information derived from the Report in the Prospectus and Registration Statement.

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

		Yours truly,

		/s/ Darby Kreitz, P.Eng.
		Darby Kreitz, P.Eng.

Resource Modeling Inc.

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

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

Ladies and Gentlemen:

In connection with the Company's Prospectus dated May 12, 2016 and all documents incorporated by reference therein (collectively, the " Prospectus ") and the Company's Registration Statement on Form S-8 dated May 12, 2016 and any amendments thereto, including any post-effective amendments (collectively, the " Registration Statement "), I, Michael J. Lechner, P.Geo., RPG, CPG, on behalf of myself and Resource Modeling Inc., hereby, consent to the use of my name and Resource Modeling Inc.'s name in the Prospectus and the Registration Statement and authorize the inclusion or incorporation by reference of information represented in the Prospectus and the Registration Statement as having been prepared by or under my supervision.

I confirm that I have read the Prospectus and the Registration Statement and have no reason to believe that there are any misrepresentations in the information contained therein that has been prepared by me or under my supervision or within my knowledge as a result of the services performed by me in connection with such information.

		Yours truly,

		/s/ Michael J. Lechner, P.Geo., RPG, CPG
		Michael J. Lechner, P.Geo., RPG, CPG

McElhanney Consulting Services Ltd.

TO: Seabridge Gold Inc.

United States Securities and Exchange Commission

Re: Seabridge Gold Inc. (the "Company")

Ladies and Gentlemen:

Reference is made to the following report:

2012 KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study dated June 22, 2012 and amended November 11, 2014 (the " Report ")

In connection with the Company's Prospectus dated May 12, 2016 and all documents incorporated by reference therein (collectively, the " Prospectus ") and the Company's Registration Statement on Form S-8 dated May 12, 2016 and any amendments thereto, including any post-effective amendments (collectively, the " Registration Statement "), I, R.W. Parolin, P.Eng., on behalf of myself and McElhanney Consulting Services Ltd., hereby: consent to the use of my name and McElhanney Consulting Services Ltd.'s name and references to the Report, or portions thereof, in the Prospectus and the Registration Statement and to the inclusion or incorporation by reference of information derived from the Report in the Prospectus and Registration Statement.

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

		Yours truly,

		/s/ R.W. Parolin, P.Eng.
		R.W. Parolin, P.Eng.

BGC Engineering Inc.

TO: Seabridge Gold Inc.

United States Securities and Exchange Commission

Re: Seabridge Gold Inc. (the "Company")

Ladies and Gentlemen:

Reference is made to the following report:

2012 KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study dated June 22, 2012 and amended November 11, 2014 (the " Report ")

In connection with the Company's Prospectus dated May 12, 2016 and all documents incorporated by reference therein (collectively, the " Prospectus ") and the Company's Registration Statement on Form S-8 dated May 12, 2016 and any amendments thereto, including any post-effective amendments (collectively, the " Registration Statement "), I, Warren Newcomen, M.S., P.Eng., on behalf of myself and BGC Engineering Inc., hereby consent to the use of my name and BGC Engineering Inc.'s name and references to the Report, or portions thereof, in the Prospectus and the Registration Statement and to the inclusion or incorporation by reference of information derived from the Report in the Prospectus and Registration Statement.

		Yours truly,

		/s/ Warren Newcomen, M.S., P.Eng.
		Warren Newcomen, M.S., P.Eng.

TO: Seabridge Gold Inc.

United States Securities and Exchange Commission

Re: Seabridge Gold Inc. (the "Company")

Ladies and Gentlemen:

Reference is made to the following reports:

Courageous Lake Prefeasibility Study dated September 5, 2012 and amended November 11, 2014

2012 KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study dated June 22, 2012 and amended November 11, 2014

(collectively, the " Reports ")

In connection with the Company's Prospectus dated May 12, 2016 and all documents incorporated by reference therein (collectively, the " Prospectus ") and the Company's Registration Statement on Form S-8 dated May 12, 2016 and any amendments thereto, including any post-effective amendments (collectively, the " Registration Statement "), I, Kevin Jones, P.Eng., on behalf of myself and Tetra Tech EBA Inc., on behalf of myself and Tetra Tech EBA Inc., hereby consent to the use of my name and Tetra Tech EBA Inc.'s name and references to the Reports, or portions thereof, in the Prospectus and the Registration Statement and to the inclusion or incorporation by reference of information derived from the Reports in the Prospectus and Registration Statement.

		Yours truly,

		/s/ Kevin Jones, P.Eng.
		Kevin Jones, P.Eng.

TO: Seabridge Gold Inc.

United States Securities and Exchange Commission

Re: Seabridge Gold Inc. (the "Company")

Ladies and Gentlemen:

Reference is made to the following report:

Courageous Lake Prefeasibility Study dated September 5, 2012 and amended November 11, 2014 (the " Report ")

In connection with the Company's Prospectus dated May 12, 2016 and all documents incorporated by reference therein (collectively, the " Prospectus ") and the Company's Registration Statement on Form S-8 dated May 12, 2016 and any amendments thereto, including any post-effective amendments (collectively, the " Registration Statement "), I, Nigel Goldup, P.Eng., on behalf of myself and Tetra Tech EBA Inc., hereby consent to the use of my name and Tetra Tech EBA Inc.'s name and references to the Report, or portions thereof, in the Prospectus and the Registration Statement and to the inclusion or incorporation by reference of information derived from the Report in the Prospectus and Registration Statement.

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

		Yours truly,

		/s/ Nigel Goldup, P.Eng.
		Nigel Goldup, P.Eng.

Golder Associates Ltd.

TO: Seabridge Gold Inc.

United States Securities and Exchange Commission

Re: Seabridge Gold Inc. (the "Company")

Ladies and Gentlemen:

Reference is made to the following report:

2012 KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study dated June 22, 2012 and amended November 11, 2014 (the " Report ")

In connection with the Company's Prospectus dated May 12, 2016 and all documents incorporated by reference therein (collectively, the " Prospectus ") and the Company's Registration Statement on Form S-8 dated May 12, 2016 and any amendments thereto, including any post-effective amendments (collectively, the " Registration Statement "), I, Ross Hammett, Ph.D., P.Eng., on behalf of myself and Golder Associates Ltd., hereby consent to the use of my name and Golder Associates Ltd.'s name and references to the Report, or portions thereof, in the Prospectus and the Registration Statement and to the inclusion or incorporation by reference of information derived from the Report in the Prospectus and Registration Statement.

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

		Yours truly,

		/s/ Ross Hammett, Ph.D., P.Eng.
		Ross Hammett, Ph.D., P.Eng.

Golder Associates Ltd.

TO: Seabridge Gold Inc.

United States Securities and Exchange Commission

Re: Seabridge Gold Inc. (the "Company")

Ladies and Gentlemen:

Reference is made to the following report:

Courageous Lake Prefeasibility Study dated September 5, 2012 and amended November 11, 2014 (the " Report ")

In connection with the Company's Prospectus dated May 12, 2016 and all documents incorporated by reference therein (collectively, the " Prospectus ") and the Company's Registration Statement on Form S-8 dated May 12, 2016 and any amendments thereto, including any post-effective amendments (collectively, the " Registration Statement "), I, Albert Victor Chance, P.Eng., on behalf of myself and Golder Associates Ltd., hereby consent to the use of my name and Golder Associates Ltd.'s name and references to the Report, or portions thereof, in the Prospectus and the Registration Statement and to the inclusion or incorporation by reference of information derived from the Report in the Prospectus and Registration Statement.

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

		Yours truly,

		/s/ Albert Victor Chance, P.Eng
		Albert Victor Chance, P.Eng.

Stantec Consulting Ltd.

TO: Seabridge Gold Inc.

United States Securities and Exchange Commission

Re: Seabridge Gold Inc. (the "Company")

Ladies and Gentlemen:

Reference is made to the following report:

2012 KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study dated June 22, 2012 and amended November 11, 2014 (the " Report ")

In connection with the Company's Prospectus dated May 12, 2016 and all documents incorporated by reference therein (collectively, the " Prospectus ") and the Company's Registration Statement on Form S-8 dated May 12, 2016 and any amendments thereto, including any post-effective amendments (collectively, the " Registration Statement "), I, Tony Wachmann, P.Eng., on behalf of myself and Stantec Consulting Ltd., hereby consent to the use of my name and Stantec Consulting Ltd.'s name and references to the Report, or portions thereof, in the Prospectus and the Registration Statement and to the inclusion or incorporation by reference of information derived from the Report in the Prospectus and Registration Statement.

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

		Yours truly,

		/s/ Tony Wachmann, P.Eng.
		Tony Wachmann, P.Eng.

SRK Consulting (Canada) Inc.

TO: Seabridge Gold Inc.

United States Securities and Exchange Commission

Re: Seabridge Gold Inc. (the "Company")

Ladies and Gentlemen:

Reference is made to the following report:

Courageous Lake Prefeasibility Study dated September 5, 2012 and amended November 11, 2014 (the " Report ")

In connection with the Company's Prospectus dated May 12, 2016 and all documents incorporated by reference therein (collectively, the " Prospectus ") and the Company's Registration Statement on Form S-8 dated May 12, 2016 and any amendments thereto, including any post-effective amendments (collectively, the " Registration Statement "), I, Stephen Day, M.Sc., P.Geo., on behalf of myself and SRK Consulting (Canada) Inc., hereby consent to the use of my name and SRK Consulting (Canada) Inc.'s name and references to the Report, or portions thereof, in the Prospectus and the Registration Statement and to the inclusion or incorporation by reference of information derived from the Report in the Prospectus and Registration Statement.

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

		Yours truly,

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

TO:

Seabridge Gold Inc.

United States Securities and Exchange Commission

Re:

Seabridge Gold Inc. (the "Company")

Ladies and Gentlemen:

In connection with the Company's Prospectus dated May 12, 2016 and all documents incorporated by reference therein (collectively, the " Prospectus ") and the Company's Registration Statement on Form S-8 dated May 12, 2016 and any amendments thereto, including any post-effective amendments (collectively, the " Registration Statement "), to be filed with the U.S. Securities and Exchange Commission, I, William Threlkeld, the Senior Vice President, Exploration of the Company and a Registered Professional Geologist, consent to the use of my name and authorize the inclusion or incorporation by reference of information represented in the Prospectus and the Registration Statement as having been prepared by or under my supervision.

I confirm that I have read the Prospectus and the Registration Statement and have no reason to believe that there are any misrepresentations in the information contained therein that has been prepared by me or under my supervision or within my knowledge as a result of the services performed by me in connection with such information.

		Yours truly,
		/s/William Threlkeld
		William Threlkeld, P.Geo