Exhibit 99.1

ANNUAL

INFORMATION

FORM

FOR THE YEAR ENDED

DECEMBER 31, 2021

DATED MARCH 24, 2022

PRELIMINARY NOTES

Date of Information

The information in this Annual Information Form (“AIF”) is presented as of December 31, 2021 unless specified otherwise.

Reporting Currency

All dollar amounts are expressed in Canadian dollars unless otherwise indicated. The Issuer’s quarterly and annual financial statements are presented in Canadian dollars.

Units of Measure

In this AIF a combination of Imperial and metric measures are used with respect to the Issuer’s mineral properties. Conversion rates from Imperial measure to metric and from metric to Imperial are provided below:

Abbreviations of unit measures are used in this AIF in addition to those in brackets in the table above as follows:

See “Glossary of Technical Terms” for a description of some important technical terms used in this AIF.

Cautionary Note to United States Investors Regarding Resource Estimates

This AIF has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. Mineral resource estimates included in this AIF and in any document incorporated by reference herein or therein have been prepared in accordance with, and use terms that comply with, the reporting standards in accordance with Canadian National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. In accordance with NI 43-101, the Issuer uses the terms mineral reserves and resources as they are defined in accordance with the CIM Definition Standards on mineral reserves and resources (the “CIM Definition Standard”) adopted by the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”).

The U.S. Securities and Exchange Commission (the “SEC”) has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC under the Exchange Act. These amendments became effective February 25, 2019 (the “SEC Modernization Rules”) and have replaced the historical property disclosure requirements for mining registrants that were included in SEC Industry Guide 7. As a foreign private issuer that files its annual report on Form 40-F with the SEC pursuant to the multi-jurisdictional disclosure system (“MJDS”), the Issuer is not required to provide disclosure on its mineral properties under the SEC Modernization Rules and will continue to provide disclosure under NI 43-101 and the CIM Definition Standards. However, if the Issuer either ceases to be a “foreign private issuer” or ceases to be entitled to file reports under the MJDS, then the Issuer will be required to provide disclosure on its mineral properties under the SEC Modernization Rules.

Accordingly, United States investors are cautioned that the disclosure the Issuer provides on its mineral properties in this AIF and under its continuous disclosure obligations under the Exchange Act may be different from the disclosure that the Issuer would otherwise be required to provide as a U.S. domestic issuer or a non-MJDS foreign private issuer under the SEC Modernization Rules.

The SEC Modernization Rules include the adoption of terms describing mineral reserves and mineral resources that are substantially similar to the corresponding terms under the CIM Definition Standards. As a result of the adoption of the SEC Modernization Rules, the SEC will now recognize estimates of “measured mineral resources,” “indicated mineral resources” and “inferred mineral resources.” In addition, the SEC has amended its definitions of “proven mineral reserves” and “probable mineral reserves” to be substantially similar to the corresponding CIM Definition Standards.

United States investors are cautioned that while the above terms are substantially similar to CIM Definition Standards, there are differences in the definitions under the SEC Modernization Rules and the CIM Definition Standards. Accordingly, there is no assurance any mineral reserves or mineral resources that the Issuer may report as “proven reserves,” “probable reserves,” “measured mineral resources,” “indicated mineral resources” and “inferred mineral resources” under NI 43-101 would be the same had the Issuer prepared the reserve or resource estimates under the standards adopted under the SEC Modernization Rules.

United States investors are also cautioned that while the SEC will now recognize “measured mineral resources,” “indicated mineral resources” and “inferred mineral resources,” investors should not assume that any part or all of the mineralization in these categories will ever be converted into a higher category of mineral resources or into mineral reserves. Mineralization described using these terms has a greater amount of uncertainty as to their existence and feasibility than mineralization that has been characterized as reserves. Accordingly, investors are cautioned not to assume that any “measured mineral resources,” “indicated mineral resources,” or “inferred mineral resources” that the Issuer reports are or will be economically or legally mineable.

Further, “inferred resources” have a greater amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Therefore, United States investors are also cautioned not to assume that all or any part of the inferred resources exist. In accordance with Canadian rules, estimates of “inferred mineral resources” cannot form the basis of feasibility or other economic studies, except in limited circumstances where permitted under NI 43-101.

Accordingly, information contained in this AIF and the portions of documents incorporated by reference herein contain descriptions of the Issuer’s mineral deposits that may not be comparable to similar information made public by U.S. companies who prepare their disclosure in accordance with U.S. federal securities laws and the rules and regulations thereunder.

Seabridge Gold Inc.

ANNUAL INFORMATION FORM

Incorporation of the Issuer

Seabridge Gold Inc. (the “Issuer” or “Seabridge”) was incorporated under the Company Act (British Columbia) on September 14, 1979 under the name of Chopper Mines Ltd., which was subsequently changed to Dragoon Resources Ltd. on November 9, 1984, and then changed again to Seabridge Resources Inc. on May 20, 1998. On June 20, 2002, the Issuer changed its name to “Seabridge Gold Inc.” and on October 31, 2002, the Issuer was continued under the Canada Business Corporations Act.

The Issuer’s corporate offices are located at 106 Front Street East, 4^th Floor, Toronto, Ontario, Canada M5A 1E1. The Issuer’s telephone number is (416) 367-9292. The Issuer’s Shares are currently listed for trading on the Toronto Stock Exchange (the “TSX”) under the symbol “SEA” and on the New York Stock Exchange (the “NYSE”) under the symbol “SA”. The Issuer’s registered office is located at 10^th Floor, 595 Howe Street, Vancouver, British Columbia, Canada V6C 2T5.

Intercorporate Relationships

The Issuer presently has twelve wholly-owned subsidiaries: KSM Mining ULC, Seabridge Gold (KSM) Inc., SnipGold Corp., Hattrick Resources Corp. (“Hattrick”) and Tuksi Mining & Development Company Ltd. (“Tuksi”), companies incorporated under the laws of British Columbia, Canada; Seabridge Gold (NWT) Inc., a company incorporated under the laws of the Northwest Territories of Canada; Seabridge Gold (Yukon) Inc., incorporated under the laws of Yukon; Seabridge Gold Corporation, Pacific Intermountain Gold, Corporation, 5555 Gold Inc. and 5555 Silver Inc., each Nevada Corporations; and Snowstorm Exploration LLC, a Delaware limited liability corporation. The following diagram illustrates the inter-corporate relationship between the Issuer, its active subsidiaries and its projects as of December 31, 2021.

Overview

Since 1999, Seabridge has taken steps to achieve its goal of providing strong returns to shareholders by maximizing leverage to the price of gold. The Issuer’s strategy to achieve this goal is to optimize gold ownership per Common share by increasing gold resources more rapidly than shares outstanding. This ratio of gold ownership per Common share has provided a simple but effective measure for evaluating dollars spent on behalf of shareholders.

In 1999, management decided that Seabridge’s strategic focus would be on acquiring, exploring and advancing gold deposits. Seabridge determined it would not build or operate mines, but that it would look to partner or sell assets that were advancing toward production. In the Issuer’s view, building mines adds considerable technical and financial risks and requires a different set of skills and resources. Seabridge also decided it would prioritize exploration projects with known gold deposits but exploration upside to reduce risk in terms of trying to achieve a growing ratio of gold ownership per Common share. The Issuer therefore narrowed the activities it would undertake to the following three phases, which phases it planned to progress through in the order set forth below and in response to increases in the price of gold: (i) acquiring known gold deposits, (ii) expanding the deposits, and (iii) advancing its deposits towards a construction decision by defining the economic parameters of the deposits through engineering studies, upgrading mineral resources to reserves, securing permits for undertaking mining operations and building relationships with local communities and indigenous groups. The Issuer believed this was a relatively lower-risk and less capital-intensive strategy consistent with the goal of optimizing gold ownership per Common share.

In 1999, Seabridge set out to buy gold deposits in North America that were not economic in a low gold price environment. North America was selected as the preferred jurisdiction because of its established mineral tenure and permitting procedures, political stability and infrastructure advantages. At that time, many projects were for sale at distressed prices as producers struggled to stay in business. Seabridge decided it would acquire projects with three main characteristics:

From 1999 to 2002, Seabridge acquired eight deposits with gold resources in North America, paying less than US$1.00 per ounce of resource (using aggregate ounces from all resource categories) and has been paying less than US$0.10 per ounce per year in holding costs. Previous owners had spent an estimated US$300 million exploring and developing these deposits.

By 2002, with the gold price on the rise, the Issuer believed that it was becoming more expensive to acquire existing resources, and the cost-benefit equation tilted in favor of increasing gold ownership through exploration. Seabridge’s strategy entered its second phase, which was to expand the Issuer’s resource base by carefully targeted exploration. It has continued exploring even after it moved to the third phase and these efforts have proved highly successful, with measured and indicated gold resources now totaling 88.2 million ounces with an additional 70.8 million ounces of gold in the inferred resource category (see Mineral Resources Table on page 11) against a backdrop of only 78.98 million shares outstanding.

By 2008, the gold price had risen sufficiently to make Seabridge think that a number of its projects might be economic. Therefore Seabridge began work on the third phase of its strategy: defining the economics of its projects through engineering studies, upgrading resources to reserves, securing permits and building support for the its projects in local communities. This effort focused on the KSM Project, which, during the exploration phase, had emerged as the Issuer’s most important asset. The permitting process began and the Issuer undertook substantial infill drilling programs to raise the confidence level in the project’s resources. The Issuer completed its initial Preliminary Feasibility Study for the KSM Project in March 2010, which was updated in June, 2011. The Issuer then undertook further optimization work at the KSM Project and revised its project design based on input received from regulatory authorities and local indigenous groups during a joint harmonized environmental assessment process managed by the Province of British Columbia and Canada, but which also included an assessment by the Nisga’a Nation and participation of Alaskan State and Federal regulators. This work is reflected in the third Preliminary Feasibility Study for the KSM Project completed in June 2012. The Issuer submitted its Environmental Impact Statement/Environmental Assessment Application (the “EA Application and EIS”) in the first quarter of 2013, it was accepted for formal review by British Columbia in August, 2013 and it was approved by both the federal and provincial authorities in 2014. The provincial EA Certificate was originally approved for a five-year term and was renewed for a further five years on March 21, 2019. A 2-year extension of the EA Certificate was granted in 2021 in recognition of the delays in work at the KSM Project arising from compliance with restrictions relating to the COVID-19 pandemic and, as a result, the term of the EA Certificate now expires on July 29, 2026. The EA Application and EIS is based on the KSM Project design in the 2012 KSM Preliminary Feasibility Study.

In conjunction with advancing the EA Application and EIS, the Issuer worked to build its relationships with the Nisga’a Nation, the Tahltan Nation and other indigenous groups, including pursuing impacts and benefits agreements. In June, 2014, the Issuer and the Nisga’a Nation entered into a Benefits Agreement. In September, 2013, the Gitxsan Treaty Society, representing the Gitxsan Hereditary Chiefs, delivered a letter to regulators expressing its support of Seabridge Gold’s KSM Project. In June, 2014, the Issuer entered into an environmental agreement with the Gitanyow Hereditary Chiefs Office and the wilps represented by Gitanyow Hereditary Chiefs Office. Although these were important for the Issuer’s success in getting its environmental assessment approvals, work to maintain and improve these relationships, as well as relationships with the other indigenous groups in the area is ongoing. The Issuer holds an annual environmental workshop with indigenous groups and regulators to review results of the previous year’s environmental studies and to communicate planned studies for the upcoming year. The Issuer also observes a process of review of each permit application with indigenous groups, with an initial phase of review taking place before submission of the application and a second phase with the relevant regulator and indigenous groups after permit submission. In addition, in 2019, the Issuer entered into an impacts and benefits agreement with the Tahltan Nation. Alaskan State and US federal regulators also participated in the EA Application and EIS review process, providing input throughout, and continue to be involved in permitting review associated with the KSM Project due to the location of the project within a transboundary drainage basin, even though there are no Alaskan regulatory authorizations required. Now that the Issuer has started site capture work at KSM it is also making significant efforts to hire indigenous businesses as its contractor for as much of the work as possible.

In September, 2014, the Issuer received early-stage construction permits for its KSM Project from the Province of British Columbia. The permits issued include: (1) authority to construct and use roadways along Coulter Creek and Treaty Creek; (2) rights-of-way for the proposed Mitchell-Treaty tunnels connecting project facilities; (3) permits for constructing and operating numerous camps required to support constructions activities; and (4) permits authorizing early-stage construction activities at the mine site and tailings management facility.

In 2010 the Issuer also turned its attention to its second-largest asset, the Courageous Lake Project. A preliminary economic assessment of this project was completed in early 2008 and indicated that the project’s economics were marginal at the then prevailing gold price. However, with the increase in the gold price by 2010, the Issuer decided to start taking the Courageous Lake Project along a similar advancement path to the KSM Project, including additional drilling and further engineering work, and completed a preliminary feasibility study in September, 2012.

In 2012 the Issuer refocused its exploration activities and began undertaking drilling of new targets at both the KSM Project, in search of higher grade core zones, and the Courageous Lake Project, in search of deposits of higher grade material, that could improve the economics of each project. The exploration programs in the 2012 to 2018 seasons were very successful, with the generation of successive resource estimates for the Kerr deposit and the Iron Cap deposit at the KSM Project and a resource estimate at the Walsh Lake deposit at the Courageous Lake Project. After its successful drill programs in 2013, 2014 and 2015 that dramatically increased inferred resources below the Kerr deposit, the Issuer decided to update its 2012 PFS to use current costs and incorporate commitments from the EA Application and EIS and to include in the report a preliminary economic assessment of the KSM Project presenting an alternative development plan incorporating the expanded Kerr deposit into a conceptual project design. The updated report was completed in 2016 and showed a modest decline in the economics of the PFS development plan but improved economics from the alternative development plan that incorporated the new mineral resources at Kerr. Exploration programs in 2016, 2017 and 2018 have led to a dramatic increase in mineral resources at Iron Cap, which now total 423 million tonnes in the indicated category and 1.9 billion tonnes in the inferred category. Now the Issuer believes that, due to the Iron Cap deposit’s proximity to the MTT and its higher grade, Iron Cap could potentially improve KSM’s economics by mining it before the Kerr deposit.

After several years of declines in the price of gold, in late 2015 the Issuer decided to look once again for opportunities to acquire gold properties as they were becoming available at more attractive prices. Since the Issuer had become much larger than it was in the 1999-2002 period when it was first acquiring properties, it has focused on identifying properties with potential for major deposits but accepted that reasonably priced properties that satisfied its size objective may have limited, or no, mineral resources. In April, 2016, the Issuer reached an agreement to acquire SnipGold Corp., the owner of the highly prospective Iskut Project, and completed the acquisition in June 2016. In February, 2017, the Issuer announced that it had entered into a letter of intent to acquire the Snowstorm Project in Northern Nevada and completed the acquisition in June, 2017. In June, 2019, the Issuer reach an agreement for the acquisition of the Goldstorm Project, located about 3 km to the east of its Snowstorm Project. At the end of March, 2020 the Issuer announced that it had agreed to acquire the 3 Aces Project located in the southeastern Yukon and completed the acquisition in May, 2020. The Issuer continues to look for opportunities to acquire gold properties that meet its criteria.

Each year from 2017 to 2021 the Issuer undertook exploration programs at its Iskut and Snowstorm Projects. At Iskut, its recent work has found indications of higher grade copper mineralization and many of the characteristics associated with a large porphyry system below the drilling to date. Exploration in 2022 will be focused on the area below the previous drilling. At Snowstorm, drilling of newly defined structural features in favourable stratigraphic host rocks began in the second half of 2020 and is continuing. Drilling in 2020 confirmed the target stratigraphy and extensions of the Getchell structural setting present at the Turquoise Ridge and Twin Creeks mines, which are located a few kilometers to the south.

To date, work on the KSM Project and the Courageous Lake Project has been funded in part by the sale of, or the optioning of, non-core assets, consistent with the Issuer’s strategy of limiting share dilution. The Issuer has sold the Noche Buena Project and its early-stage Nevada properties and entered into option agreements in respect of each of the Grassy Mountain, Red Mountain, Quartz Mountain and Castle Black Rock projects under which the respective optionees could acquire a 100% interest in such properties. The Grassy Mountain project was sold in February, 2013 upon exercise of the option to acquire a 100% interest in the Grassy Mountain property granted by the Issuer in 2011. In February, 2017, the option to acquire a 100% interest in the Castle Black Rock Project was exercised and the Project was sold. In May, 2017, the holder of the option on the Red Mountain Project acquired the Project from the Issuer and in April, 2021 the Issuer sold its final residual interests in the Red Mountain Project. In addition to the proceeds received on the sale of these Projects, the Issuer has the potential to receive additional payments in respect of the Grassy Mountain and Quartz Mountain Projects in the form of a net profits royalty (Grassy Mountain) and an option payment and either $15 million or a net smelter returns royalty (Quartz Mountain).

Seabridge intends to seek a sale or joint venture of its two core assets, the KSM Project and the Courageous Lake Project, or a sale of the Issuer. At KSM it is continuing work to improve the economics of the project and advancing with site capture work. As a result of its search for high grade core zones at the KSM Project from 2013 to 2020, the Issuer has broadened the Project’s economic profile. Before finding the higher grade mineralized zones below the Kerr deposit and the Iron Cap deposit, KSM was a gold project with a robust copper credit that would appeal primarily to gold miners as prospective partners. Now, KSM has a much stronger copper profile which opens up the potential for a joint venture with a large base metal producer. In December, 2020, the Issuer completed the acquisition of the Snowfield Property which lies adjacent to KSM and has the potential to yield a stronger gold profile for the KSM Project. The Snowfield Property, which the Issuer has now renamed the East Mitchell Property, includes a large gold resource in close proximity to the Mitchell deposit at the KSM Project. East Mitchell not only has the potential to improve the economics of the KSM Project but also to permit a much longer initial phase of open-pit mining before capital will need to be spent to build the infrastructure for block cave mining at the Iron Cap and Kerr deposits. Realizing value for the Issuer’s shareholders depends on the potential financial return for a prospective purchaser or partner, success in addressing regulatory issues and indigenous peoples’ concerns, market conditions and gold and copper prices. The timing of a joint venture, partnership or sales agreements, if any, cannot be determined.

The continuing success of the Issuer is dependent on (1) the ability to continue to raise capital as needed, (2) strength in the price of gold and copper, (3) retention of the social license to operate its projects, (4) exploration success on projects, and/or (5) advancement of its projects through optimization work, success in regulatory reviews and in obtaining and retaining permits.

Three Year History

In March, 2019, the Issuer’s environmental assessment certificate (the “EAC”) for its KSM Project was extended to July 29, 2024 by the British Columbia Environmental Assessment Agency. The EAC was issued for an initial five-year term on July 24, 2014. The 2019 extension of the EAC imposed no new terms and conditions on the KSM Project, reflecting the strong environmental protections of the proposed development plan for the KSM Project. Under the B.C. Environmental Assessment Act, a project’s EAC is subject to expiry if the project has not been “substantially started” by the deadline specified in the EAC. Once the ‘substantially started’ designation is achieved, the EAC is no longer subject to expiry.

In June, 2019, the Issuer announced that it had reached agreement with the Tahltan Nation on the terms of a Co-operation and Benefits Agreement in respect of the development and operation of the KSM Project. The more than three year process for reaching agreement culminated in a vote by the Tahltan Nation that approved the agreement by a majority of 77.8%. The agreement represents another important milestone for the KSM Project and sets forth a thorough and co-operative framework for the parties to work together on the KSM Project.

At the Iskut Project, 2019 exploration work included geophysical surveys, geochemical sampling and detailed mapping, which suggested a large intrusive system at depth and confirmed the presence of gold and copper. An aggressive drill testing program was planned at this target in 2020. Work continued on the remediation of the former Johnny Mountain mine in 2019 with the continuation of in-situ hydrocarbon remediation at the former tank farm location; relocation of unapproved landfill waste to the approved landfill location; continued clean-up of the interior of the former mill building; as well as ongoing water quality sampling. A significant waste rock disposal program was first implemented at the site in 2021 and will be continued in 2022.

The Issuer’s first drill program at the Snowstorm Project was undertaken in 2019 to test for an extension of the Getchell Trend and the distinctive structural and stratigraphic features found at the Twin Creeks and Turquoise Ridge mines. The program encountered technical difficulties but did identify the favourable stratigraphic host for a Getchell-style deposit as well as structures similar to those which fed the deposits to the south.

The Issuer acquired the Goldstorm Project in August, 2019. The Goldstorm Project is in northern Nevada, only about 3 km from the Issuer’s Snowstorm Project. It consists of 134 mining claims and 1,160 acres of leased land in the Northern Nevada Rift, a geologic feature hosting many high-grade gold-silver mines. Goldstorm has had limited previous exploration, but surface trenching on a northwest trending vein yielded 3.0 meters of 9.0 g/t gold and 44.0 g/t silver.

In 2020 and 2021, the Issuer continued to advance its KSM Project and further exploration at its other projects, but the scale of work programs at the KSM site was reduced on account of the COVID-19 pandemic and related restrictions and the pace of advancement has slowed, in part due to a slowdown in permitting timelines. All of the Issuer’s active projects are located in remote areas of northern Canada, except for its Snowstorm Project and nearby Goldstorm Project in Nevada. Canadian provinces and territories adopted restrictive operating regulations for exploration camps to address COVID-19 concerns and travel restrictions not only upon entering Canada but also certain internal travel restrictions and bans on entering certain provinces or territories. Indigenous communities were particularly vulnerable to COVID-19 risks for various reasons, including housing shortages resulting in close living conditions as well as the absence of close access to the healthcare facilities needed to treat more serious COVID-19 illness. Accordingly, the Issuer was very careful in how it conducted its programs with the goal of not permitting any spread of COVID-19 at its operations, and this goal was achieved in both years.

The Issuer completed a geotechnical drill program at its KSM project in 2020 along the proposed Mitchell-Treaty tunnels route to confirm rock composition. The other work on the KSM Project in 2020 involved advancing towards commencement of building onsite infrastructure to facilitate data collection for a feasibility study in anticipation of securing a partner for the Project.

The Issuer’s search for large new porphyry targets within the KSM Project continued in 2020 and identified four prospects which can be tested from the surface but are likely to be evaluated as bulk underground opportunities. In addition, 6,121 m of drilling was completed in 26 holes within the proposed Sulphurets pit limits at the margins of the deposit. Of the 26 holes drilled, 24 intersected over 1.0 g/t gold material in areas not captured in the existing deposit resource model and the intersections are being evaluated for inclusion in the resource model.

At its Iskut Project in 2020, the Issuer completed almost 9,000 m of drilling in 11 holes. Drilling found intervals of higher grade copper mineralization (e.g. 0.62% copper over 31.8 m) and longer intervals of lower grade copper/gold. The results were consistent with encountering the outer portions of the alteration halo from a large porphyry system. The results continue to be analysed to plan programs with the objective of vectoring towards the heart of the system. Work on the reclamation and closure of the Johnny Mountain Mine was scaled back for 2020 due to COVID-19 related limitations on housing work crews, with work being limited to collection of data and completion of studies.

In May, 2020, the Issuer acquired the 3 Aces Project, a district scale, orogenic-gold project covering approximately 350 km² and located in a readily accessible part of southeastern Yukon. The target concept for this project is consistent with some of the biggest and richest gold deposits in the world, including the California Mother Lode Belt, Juneau Gold Belt, Murentau in Uzbekistan and Obuasi in Ghana. Historical work has identified a broad area of gold-in-soil extending more than 20 km along strike and recent drilling in the Central Core Area has progressed to a point where, with additional exploration drilling, the property could potentially advance to an initial resource with exceptional grade. The Issuer’s work in 2020 on the 3 Aces Project involved assembling the historic data into a 3-dimensional model and identifying targets to drill in 2021.

In August, 2020, the Issuer commenced a drill program at its Snowstorm Project to follow-up on the permissive stratigraphic host rocks identified in its 2019 program. The program is targeting the intersection of these host rocks by fault structures that may have transported gold-bearing solutions. The program encountered some challenges with drilling conditions and progress was slow, however the program was completed in the first quarter of 2021 after drilling a total of 4,495 m. In April, 2021, the Issuer reported that its drilling had encountered a gold-bearing system hosted within similar rocks and structural setting as the Turquoise Ridge Mine and would be evaluating how to use the results to find higher concentrations of gold.

In December of 2020, the Issuer completed the acquisition of the East Mitchell Property, which lies immediately to the east of its Mitchell deposit at its KSM project. The East Mitchell Property hosts a large gold resource and enables new development opportunities for the KSM Project. The 1.37 billion tonne measured and indicated resource on the East Mitchell Property provides the Issuer with an opportunity, after detailed analysis of the integration of East Mitchell into the KSM Project, to significantly increase the KSM Project’s proven and probable reserves. In addition, the resource is near the surface, making it amenable to open pit mining, presenting the opportunity to defer the more capital-intensive block cave mining considered for the Iron Cap and Kerr deposits with possible improvements to the KSM Project’s net present value and internal rate of return.

At the KSM Project, the work for 2021 involved:

Work towards achieving the ‘substantially started’ designation included building construction camps at the beginning of the Coulter Creek Access Road (the “CCAR”) and beside Highway 37 (Hodder Camp) near the beginning of the Treaty Creek access Road, preparing the site for construction of its camp facilities in the Mitchell Valley, starting an initial 9 km segment of the CCAR and beginning construction of the Glacier Creek fish habitat offsetting program. The Issuer reached an agreement with Eskay Mining Corp. under which Eskay Mining Corp. will fund half the cost of the initial segment of the CCAR up to a maximum of $6.25 million.

In November, 2021, the Issuer received a two-year extension to its EAC in recognition of the impact of COVID-19 measures it adopted in 2020 and 2021 for the protection of the people and communities of northwestern BC on its schedule for completing work to achieve the ‘substantially started’ designation. The deadline for achieving ‘substantially started’ is now July 29, 2026. In addition, the Issuer was issued authorizations from the Department of Fisheries and Oceans for the Glacier, Taft and Treaty Creek fish habitat offsetting programs.

In connection with its commencement of these early construction activities at KSM the Issuer has increased its personnel. It is building a construction management team, expanding its permitting team and brought in human resources professionals. Over the course of 2021, the Issuer has grown from 7 officers and 28 employees to 10 officers and 41 employees.

The Issuer drilled 3,484 m on the East Mitchell Property in 2021 and the results have confirmed the East Mitchell geological model and block grades. The Company now foresees the integration of the East Mitchell deposit into the KSM Project which could enhance gold reserves, projected annual gold production and payback while extending the period of open pit mining and thereby also deferring and reducing major capital expenditures associated with blockcave development. The results have also confirmed that the East Mitchell deposit is the upper part of the Mitchell deposit and has decided to rename it the “East Mitchell deposit” to reflect Mitchell’s continuity.

In April, 2021, the Issuer announced that it had sold its residual interests in the Red Mountain Project for US$18 million. The interests sold were the right to a $1.5 million payment due upon achievement of commercial production and a gold stream interest entitling it to purchase, at US$1,000/oz, 10% of annual gold production up to a maximum of 50,000 ounces.

At the Iskut Project, the Issuer’s 2021 program focused on the corridor of porphyritic intrusive rock endowed with gold and copper identified in 2020 drilling and started with a magnetotelluric survey. Drilling began in August on the target emerging from its analysis of collected data which points to a coherent zone for the gold-copper porphyry source below the Quartz Rise Lithocap. The Company encountered difficulties in its drilling program, with poor weather impacting drilling productivity. Results from the drill hole continue to be evaluated to refine the target concept. The Issuer also continued its reclamation work at the old Johnny Mountain Mine site on its Iskut Project.

The 2021 exploration program at 3Aces commenced with line cutting to support a geophysical survey. A CSAMT geophysical program was also completed. This work was designed to allow the Issuer to build a 3-D earth image to integrate with historical drilling. The aim of this initial work is to expand high-grade gold targets previously identified and detect new targets for initial drill testing. Drill testing was planned for later in the year but permitting delays resulted in the Issuer not being able to start its planned drill program.

The 2021 exploration program at Snowstorm commenced in August, 2021 and followed-up on the gold bearing structures identified in 2020 and was designed to off-set these previous intersections toward a structure with a topographic expression which is projected into the Paleozoic section using magnetotelluric (MT) geophysical readings. The surface expression of this structure has produced a significant arsenic in soil anomaly. As of the date of this AIF this drill program is not yet complete and the Company has experienced delays in receiving results from assay labs.

In December, 2021, the Issuer also filed its first comprehensive Sustainability Report detailing the Company’s approach and progress towards integrating sustainability into its business. The report was prepared with select disclosures and guidance from the Sustainability Standards Accounting Board (SASB) Metals and Mining Industry Standards and the Global Reporting Initiative (GRI) Standards, as well as other metrics developed for its purposes. The Sustainability Report is posted on the Company’s website.

At the date of this AIF, the Issuer plans exploration work at each of its Iskut, 3 Aces and Snowstorm Projects in 2022. At the Iskut Project, the 2022 exploration work will focus on drilling the porphyry target further below the Quartz Rise lithocap as well as drilling in the area of the existing resource at Bronson Slope. The Issuer will also continue with the next year of its planned reclamation and closure plan for the Johnny Mountain Mine. At 3 Aces, contingent on receipt of permits, the Issuer plans to undertake its first drilling program on the exploration targets developed from its work to date. At Snowstorm, the Issuer plans a thorough review of exploration results to date and expansion of the MT surveys before selecting targets for further drilling and to initiate evaluation of the Goldstorm Property.

At the KSM Project, the Issuer is principally directing in its efforts towards achieving ‘substantially started’, including completing construction of the Glacier and Taft Creeks fish habitat offsetting ponds, completing the initial 9 km segment of the CCAR, building the initial 17 km of the Treaty Creek Access Road, including the Bell-Irving River Bridge, construction of a camp near the beginning of the Treaty Creek Access Road and further construction of the Mitchell Valley camp. In addition, in February, 2022, KSMCo entered into a Facilities Agreement with British Columbia Hydro and Power Authority (“BC Hydro”) covering the design and construction of the Treaty Creek Switching Station (the “TCT”) by BC Hydro to supply construction phase hydro-sourced electricity to the KSM Project. The TCT, located where KSM’s Treaty Creek Access Road meets Highway 37, south of Bell 2, is scheduled to be completed before the end of 2024. KSMCo has completed its design for a 30 km long 287 KV transmission line to interconnect the TCT and the KSM plant site. This KSM transmission line is scheduled to be constructed in 2023 with completion and commissioning planned for late 2024 to be ready for connection to the TCT. The cost of the TCT consists of $28.9 million in cash payments for facilities directly required by the KSM Project and $54.2 million in security (or cash in lieu) for BC Hydro system reinforcement as required to make the power available. The system reinforcement security will be forgiven annually, typically over a period of less than 8 years, based on project power consumption.

In March, 2022, KSM Mining ULC (“KSMCo”), a wholly-owned subsidiary of the Issuer, sold a US$225,000,000 secured note that is to be exchanged at maturity for a silver royalty on the KSM Project and Seabridge sold concurrently a Contingent Right, to Sprott Private Resource Streaming and Royalty (B) Corp. and Ontario Teachers’ Pension Plan for US$225 million (approximately C$285 million at the current exchange rate). The proceeds of this sale will be used to fund the works the Issuer is planning to advance the KSM Project towards the designation of ‘substantially started’. The terms of the agreements relating to this financing are described below under “Material Contracts”.

Impacts of COVID-19 Pandemic

On March 11, 2020, the COVID-19 outbreak was declared a pandemic by the World Health Organization, which has caused significant financial market and social dislocation. In response, the Issuer has implemented measures to safeguard the health and well-being of its employees, contractors, consultants and community members to ensure their safety. Many of the Issuer’s employees worked from home before the pandemic, but its employees that worked in its offices have worked from home during periods of lockdown. The Issuer reduced the scope of the work programs at its KSM and Iskut projects originally planned for 2020 in order to observe social distancing and implement preventative actions at its camps and cancelled work programs at 3 Aces. The measures in British Columbia limited the number of personnel accommodated at remote camps and, therefore, the amount of work that can be completed. Management’s plans for 2021 work were prepared assuming COVID-19 restrictions will remain in place for its field season, which proved to be the case. The Issuer continued to move forward with some of its development work at the KSM Project and progressed with its planned exploration programs at the Iskut Project and Snowstorm Project, however its reclamation work at the old Johnny Mountain mine within its Iskut Project was deferred in 2020 due to lack of camp space. In addition, the Issuer’s engagement with potential joint venture partners or potential acquirors for the KSM Project or the Courageous Lake Project has slowed as major mining companies have focused on addressing the needs of their existing operations as a result of the pandemic and travel restrictions, particularly quarantine requirements, have made site visits too difficult.

The Issuer continues to have full access to its properties in Canada and the United States and has managed to adequately staff its remote camps for planned programs. The Issuer has not experienced problems with obtaining the supplies needed for its work programs. The Issuer has instituted and will continue to implement operational and monitoring protocols to ensure the health and safety of its employees and stakeholders, which follow the advice of local governments and health authorities where it operates. The Issuer plans work programs on an annual basis and adjusts its plans to the conditions it faces for funding and executing programs as it operates. It expects to be able to continue operating on this basis going forward, although it may need to expand its camp capacity in order to advance development at its KSM Project in a timely manner.

While at this point the Issuer cannot reasonably estimate the impact of COVID-19 on potential operations, to date, the COVID-19 crisis has not materially impacted the Issuer’s operations, but it has reduced the scale of the work it undertook in advancing the KSM Project and the reclamation of the Johnny Mountain Mine. With the increase in the price of gold since the start of the pandemic, the Issuer has enjoyed favourable capital markets and has continued to raise funds under its at-the-market offering of common shares and its financial condition has not been adversely impacted by the pandemic. As a company without revenue from operations, its financial performance has not been impacted by the pandemic. The Issuer will continue to monitor developments of the pandemic and continuously assess the pandemic’s potential further impact on the Issuer’s operations and business.

See “Risk Factors” for additional details on the impacts of the COVID-19 pandemic on the Issuer.

General

The Issuer owns 7 properties, 4 of which have gold resources, and it has one material property, its KSM Project. The Issuer holds a 100% interest in each of its properties other than a small portion of the Iskut Project, in which it owns a 95% interest. The Quartz Mountain project is subject to an option agreement under which the optionee may acquire a 100% interest in such project. At the date of this AIF, the estimated gold resources at the Issuer’s properties are set forth in the following table and are broken down by project and resource category.

The measured and indicated mineral resources at the KSM Project and Courageous Lake Project are inclusive of mineral reserves. Mineral resources which are not mineral reserves do not have demonstrated economic viability.

The Issuer will provide updated estimates for mineral reserves and mineral resources at its KSM Project as part of a new Technical Report expected to be completed in June 2022.

Cautionary Note Regarding Forward-Looking Statements

This AIF contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of Canadian securities laws concerning future events or future performance with respect to the Issuer’s projects, business approach and plans, including production, capital, operating and cash flow estimates; business transactions such as the potential sale or joint venture of the Issuer’s KSM Project and Courageous Lake Project (each as defined herein) and the acquisition of interests in mineral properties; requirements for additional capital; the estimation of mineral resources and reserves; and the timing of completion and success of exploration and advancement activities, community relations, required regulatory and third party consents, permitting and related programs in relation to the KSM Project, East Mitchell Property, Courageous Lake Project, Iskut Project, Snowstorm Project or 3 Aces Project. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives or future events or performance (often, but not always, using words or phrases such as “expects”, “anticipates”, “believes”, “plans”, “projects”, “estimates”, “intends”, “strategy”, “goals”, “objectives” or variations thereof or stating that certain actions, events or results “may”, “could”, “would”, “might”, or “will” be taken, occur or be achieved, or statements of “potential” or something “possible”, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements and forward-looking information (collectively referred to in the following information simply as “forward-looking statements”). In addition, statements concerning mineral reserve and mineral resource estimates constitute forward-looking statements to the extent that they involve estimates of the mineralization expected to be encountered if a mineral property is developed and, in the case of reserves, the economics of developing a property and producing minerals.

Forward-looking statements are necessarily based on estimates and assumptions made by the Issuer in light of its experience and perception of historical trends, current conditions and expected future developments. In making the forward-looking statements in this AIF the Issuer has applied several material assumptions including, but not limited to, the assumption that: (1) market fundamentals will result in sustained demand and prices for gold and copper, and to a much lesser degree, silver and molybdenum; (2) the potential for production at its mineral projects will continue operationally, legally and economically; (3) any additional financing needed will be available on reasonable terms; and (4) estimated reserves and resources at the Issuer’s projects have merit and there is continuity of mineralization as reflected in such estimates.

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:

This list is not exhaustive of the factors that may affect any of the Issuer’s forward-looking statements. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Issuer or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those referred to in this AIF under the heading “Risk Factors” and elsewhere in this AIF. In addition, although the Issuer has attempted to identify important factors that could cause actual achievements, events or conditions to differ materially from those identified in the forward-looking statements, there may be other factors that cause achievements, events or conditions not to be as anticipated, estimated or intended. Many of the foregoing factors are beyond the Issuer’s ability to control or predict. It is also noted that while Seabridge engages in exploration and advancement of its properties, including site work in preparation for feasibility study work or site capture construction work, it will not undertake production activities by itself.

These forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made and the Issuer does not assume any obligation to update forward-looking statements, except as required by applicable securities laws, if circumstances or management’s beliefs, expectations or opinions should change. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

KSM Project

Overview

The KSM Project is located within the Iskut-Stikine region of British Columbia, approximately 21 kilometers south-southeast of the former Eskay Creek Mine and approximately 65 kilometers north-northwest of Stewart, British Columbia. (See Figure 1.) The provincial government has recognized the significance of historical mining activity in this area, which includes the past producing Eskay Creek, Snip, Granduc, and Premier mines. More recently the Red Chris Mine and the Brucejack Mine commenced mining operations.

Access to the property is by helicopter from Bell II Crossing on the Stewart Cassiar Highway or Stewart, British Columbia. Mobilization of equipment and personnel is staged from kilometer 54 on the private Eskay Creek Mine Road (about 25 km from the Project) and from Bell II Crossing on the Stewart Cassiar Highway (about 40 km from the Project).

At the time the Issuer acquired the KSM Project in 2001, the project consisted of two distinct zones (Kerr and Sulphurets) which had been modeled separately by Placer Dome (CLA) Limited (“Placer Dome”). Subsequent drilling and engineering work by the Issuer has defined two new very large zones, the Mitchell Zone and the Iron Cap Zone, as well as dramatically expanding the mineralized zone beneath the Kerr zone.

From 2008 to 2012 Seabridge focused on further exploration and advancement of the four known deposits at the KSM Project and generated successive resource estimates and three preliminary feasibility studies, the last of which being the 2012 KSM PFS Report (as defined herein) with an effective date of June 22, 2012. In 2012 Seabridge continued advancement efforts, including work required for the submission of its EA Application and EIS, but changed its exploration focus at KSM to a search for higher temperature core zones that typically concentrate high-grade metals within very large porphyry systems such as KSM. Exploration since 2011 has resulted in the discovery of two core zones, Deep Kerr (a down dip continuation of Kerr deposit mineralization) and Iron Cap Lower Zone (a down dip continuation of Iron Cap deposit mineralization), an extension of the Mitchell zone and other promising core targets.

After completing drilling in 2021 the resource drill hole database for the KSM Project now includes 1,030 drill holes totaling approximately 404,606 meters. More than 95% of the holes at Mitchell and 95% of the holes at Iron Cap were drilled by Seabridge between 2006 and 2021.

Figure 1 - KSM Project Location Map

In July, 2014, the Issuer’s provincial EA Application for the KSM Project under the British Columbia Environmental Assessment Act was approved. The Canadian Environmental Assessment Agency (CEAA) issued its Comprehensive Study Report in July 2014, as required by the Canadian Environmental Assessment Act, which concluded that the KSM Project would not have significant impacts to the environment. The EA Application and EIS review process involved Alaskan regulators throughout and the CEAA Study Report also concluded that the KSM Project would not have significant impacts to the environment situated downstream of the Alaska border. In December 2014 the Federal Minister of the Environment issued a positive project decision which endorsed the conclusions of the Comprehensive Study Report. The provincial EA approval was for a term of five years, it was extended for a further five year term in March, 2019 and for another two years in November, 2021, and now expires on July 29, 2026. The EAC can be extended indefinitely if the province declares the Issuer has ‘substantially started” construction of the Project. The federal approval is for an indefinite term. The Issuer believes that the EA Application and EIS materials and subsequent approvals demonstrate that the KSM project, as designed, is an environmentally responsible and a generally socially accepted Project.

The Project received a license under the International Rivers Improvement Act (Canada) on October 21, 2016, authorizing the construction, operation and maintenance of the Water Storage Facility (WSF) and ancillary water works for the KSM Project within the Unuk River watershed in northwestern British Columbia.

In June, 2017, the Issuer also announced it had been given a regulatory amendment to Schedule 2 of the Metal Mining Effluent Regulations under the Fisheries Act (Canada) which authorizes the use of North Treaty Creek for the discharge from the KSM tailings management facility, subject to strict bonding and fishery habitat offsets.

After completion of the 2015 exploration season the Issuer announced a resource estimate for the Kerr/Deep Kerr zone that exceeded 1 billion tonnes and at higher grade than much of the material in the mine plan used for the 2012 KSM PFS Report. This new deposit presented great potential for improving Project economics if it was incorporated into the Issuer’s development plan at the Project. In addition, in the course of the EA Application and EIS review process, the Issuer made commitments to enhance the environmental mitigation and protection offered by the Project, which the Issuer knew would increase the cost of building KSM Project infrastructure. Since the 2012 KSM PFS Report did not incorporate the Deep Kerr deposit or these increased infrastructure costs and given the change in the market prices used in the 2012 KSM PFS Report, the Issuer decided in early 2016 to update the 2012 KSM PFS Report. In November, 2016, the Issuer completed a new pre-feasibility study report which reflected more current market conditions and included the costs associated with the Issuer’s EA Application and EIS commitments, but otherwise used essentially the same construction plan and mine plan as in the 2012 KSM PFS Report. The report also presented an alternative development plan for the Project, at a preliminary economic assessment level, that incorporated material from the Deep Kerr deposit. Overall, this new report showed that the projected economics of the original development plan had declined since 2012, but that the projected economics of the development plan that incorporated the Kerr deposit in its entirety showed meaningful improvement for the Project as a whole.

Additional drilling was completed at the Iron Cap deposit in 2017 and 2018 with great success. In March, 2019, an updated resource estimate was completed for the Iron Cap deposit which increased inferred resources at the deposit by more than four times the number of tonnes in the inferred resource estimate used in the 2016 update to the 2012 KSM PFS Report.

In 2020 the Issuer acquired the East Mitchell Property (formerly known as the Snowfield Property), a single mineral claim covering 1,267 Ha adjacent to the Mitchell deposit, from Pretium Resources Inc. for US$100 million, a 1.5% net smelter returns (“NSR”) royalty on East Mitchell Property production and a future contingent payment of US$20 million of which US$15 million can be credited against future royalty payments. The East Mitchell Property hosts a large gold/copper mineral resource and was acquired with a view to incorporating it into the Issuer’s KSM Project. The Issuer has commenced a study looking at incorporating the East Mitchell Property into the KSM Project development plan which is expected to be completed in the second quarter of 2022. In May, 2020, the Issuer also paid $350,000 to acquire the 2.5% NSR on claims originally known as the BJ and Tina claims, which NSR applied to the northwest portion of the Iron Cap deposit.

Land Status

The KSM property is comprised of four discrete claim blocks (see Figure 2) and a group of placer claims. Claim blocks of the KSM Property include mineral leases and both cell and legacy claims. The claim blocks are referred to as:

The four claim blocks include 79 mineral claims (cell and legacy) and 2 mining leases with a combined area of 40,785 ha. The mineral resources are positioned within the KSM Claims and include the original claims purchased from Placer Dome and the BJ claims. The East Mitchell Property lies immediately to the east of KSM mining leases. If it was grouped with the KSM claims it would increase that claim block to 21 mineral claims totaling 7,364.85 Ha and the two mining leases. This claim is shown in Figure 2 for clarity.

Figure 2 - KSM Project Claim Map

The Seabee and Tina claim blocks are located about 19 km northeast of the Kerr-Sulphurets-Mitchell-Iron Cap mineralized zones. These claim blocks are currently being considered for proposed infrastructure siting. The Treaty Creek Switching Station claims, adjacent to the NTL and to the east of the Seabee claims, are being used for power infrastructure siting.

Placer claims only cover areas on part of the westernmost KSM Claims covering an area of 1,554 hectares. The Issuer’s placer claims lie along Sulphurets Creek and Mitchell Creek in areas where certain of the Project’s proposed infrastructure will be located.

These claims are 100% owned by the Issuer through its wholly-owned subsidiary, KSM Mining ULC. Newmont Corporation retains a 1% net smelter returns (“NSR”) royalty that is capped at $4.5 million. Two of the pre-converted claims (Xray 2 and Xray 6), the areas of which have now been converted into part of mining lease 1031440, and one pre-converted claim (Xray 8), the area of which is now within the East Mitchell Property (mineral claim 509216) are also subject to an effective 1% NSR royalty capped at US$650,000. In addition, the Issuer has granted two options to a subsidiary of Royal Gold, Inc. under which such subsidiary can acquire a 1.25% NSR Royalty and a 0.75% NSR Royalty on gold and silver produced from the KSM Property for $100 million and $60 million, respectively, subject to certain conditions. KSMCo sold to Sprott Private Resource Streaming and Royalty (B) Corp. a secured note under which Sprott has agreed it will use all of the principal amount repaid on maturity of such Note to purchase a 60% gross silver royalty on the KSM Project (or, in certain circumstances, a 75% gross silver royalty on the KSM Project), subject to certain rights of Sprott to redeem the Secured Note and be repaid the principal instead of purchasing the royalty. A more detailed description of the terms of the Secured Note, as well as the Issuer’s right to buy back 50% of such royalty, appear below under “Material Contracts”. The Treaty Creek Switching Station Claims and certain fractional claims within the Seabee claims are subject to royalties, however none of the mineral resources at the KSM Project are located on the claims subject to these royalties and they are intended for infrastructure siting.

Under the Benefits Agreement with the Nisga’a Nation and the Co-operation and Benefits Agreement with the Tahltan Nation, the Issuer has agreed to pay each Nation annual payments. The combined annual payments to these Nations are payable in two forms; payments that are a percentage of the tax payable (the “Mineral Tax”) under the Mineral Tax Act (British Columbia) (the “Mineral Tax Act”), which is a tax on net operating profit of the KSM Project, and payments that are based on net smelter returns of the KSM Project. The combined payments payable to both Nations are as follows:

For the purposes of the description above, a “Capital Recovery Year” is a year in which the Issuer is able to apply sufficient amounts in the KSM Capital Account (as determined under the Mineral Tax Act) to fully offset operating profit, and a “Post-Capital Recovery Year” is a year in which the Issuer is unable to apply sufficient amounts in the KSM Capital Account (as determined under the Mineral Tax Act) to fully offset operating profit.

In addition, a sale of the original claims that were purchased in 2001 is subject to a right of first refusal held by Glencore Canada Corporation.

The property is located on Crown land; therefore, all surface and access rights are granted under, and subject to, the Land Act (British Columbia) and the Mineral Tenure Act (British Columbia). Approximately 13 km of the proposed 23 km Mitchell-Treaty tunnels (the “MTT”) pass under Crown Land subject to mineral claims held by third parties. The Issuer has been granted a licence of occupation, a form of land tenure that grants it rights to occupy the area through which the proposed MTT will pass, subject to the rights of the third party mineral claims holders. In the Issuer’s opinion, these rights are addressed by the Issuer’s obligations, under the management plan associated with the licence of occupation, to segregate and deliver to such claims holders all earth and rock material removed from the third party claims during construction of the MTT.

The four gold-copper deposits, and the proposed waste rock storage areas, lie within the Unuk River drainage in the area covered by the Cassiar-Iskut-Stikine Land and Resource Management Plan approved by the British Columbia Government in 2000. A part of the proposed ore transport tunnel lies within the boundaries of the Nass South Sustainable Resource Management Plan that was completed in 2012. The proposed sites for the tailing management and plant facilities lie outside of the boundaries of any provincial land-use planning process.

Relationships with Indigenous Groups in KSM Region

The KSM Project site is located in a region historically used by several indigenous groups. Part of the Project, including the proposed plant and tailings management facility (“TMF”) but excluding the mineral deposits and their immediately-related infrastructure, lies within the boundaries of the Nass Area, as defined in the Nisga’a Final Agreement. In this area, consultation, led by the federal and provincial governments, is required with the Nisga’a Lisims Government under the terms of their Final Agreement. Similarly, the Tahltan Nation has asserted rights and title over the area of the proposed plant and TMF but excluding the mineral deposits. Tsetsaut Skii km Lax Ha (“TSKLH”), an indigenous group asserting independent nation status which the Issuer understands is viewed by the Crown as being a wilp of the Gitxsan Nation (as opposed to an independent nation on its own), assert aboriginal rights and title over the entire KSM Project footprint. This territorial assertion by the TSKLH is inconsistent with the boundaries asserted by them in the proceedings relating to the Supreme Court of Canada decision in Delgamuukw v. British Columbia. The previously asserted territorial area had a northern boundary to the south of the KSM Project infrastructure on the eastern side of the KSM Project and did not overlap the KSM Project footprint at all. Additionally, the Gitanyow Huwilp (the collective houses of the Gitanyow Nation) may have some interests within the broader region potentially affected by the KSM Project, in particular downstream of the plant site and TMF. Accordingly, the Issuer has been directed to engage with the Tahltan Nation, as well as with both the Tsetsaut Ski km Lax Ha as a wilp of the Gitxsan Nation and the Gitanyow Nation on the basis of potential effects of the plant site and TMF and related downstream effects.

On June 16, 2014, the Issuer entered into a comprehensive Benefits Agreement with the Nisga’a Nation in respect of the KSM Project. The Benefits Agreement establishes a long-term co-operative relationship between Seabridge and the Nisga’a Nation under which the Nisga’a Nation will support development of the Project, participate in economic benefits from the Project and provide ongoing advice. Highlights of the Benefits Agreement include:

The Agreement with the Nisga’a Nation will remain in effect throughout the life of the KSM Project and will apply to future partners in the Project. This Agreement was signed on behalf of the Nisga’a Nation by the Nisga’a Lisims Government Executive.

In June, 2014, the Issuer entered into an agreement with the Gitanyow Huwilp in respect of the KSM Project. Under the agreement, Seabridge agrees to provide funding for certain programs relating to wildlife, fish and water quality monitoring to address some of the concerns raised by the Gitanyow Huwilp, as well as for a committee to establish a means of maintaining communications about KSM Project related issues. This Agreement was signed by seven of the eight wilps of the Gitanyow Nation and by the Gitanyow Hereditary Chiefs Office.

In September, 2013, the Gitxsan Hereditary Chiefs Office provided a letter to British Columbia and federal regulators expressing support for the KSM Project. The Issuer has engaged directly with the TSKLH with respect to the KSM Project and is making efforts to establish a good relationship with the TSKLH. However, the ongoing disagreement between the government and the TSKLH regarding their status as a Nation and their territorial boundary has created a difficult environment in which to build a good relationship and progress on discussing the KSM Project with TSKLH has been elusive.

In July, 2019, the Issuer entered into a Co-operation and Benefits Agreement (the “CBA”) with the Tahltan Central Government, the Iskut band and the Tahltan Band in respect of the KSM Project. The CBA establishes a comprehensive framework for the parties to work together on the KSM Project, including detailed provisions on environmental management of the land, robust participation by the Tahltan Nation in the economic opportunities offered by the KSM Project and financial payments related to the performance of the Project. It includes commitments to fund education of Tahltan members, commitments to work to achieve employment targets, processes for awarding contracts on a preferred basis to Tahltan businesses and a procedure for resolving disputes, including disputes on permitting issues. The CBA with the Tahltan Nation will apply to future partners in the Project.

The Issuer believes that, after considering:

the Supreme Court of Canada decision of June 26, 2014 in Tsilhqot’in Nation v. British Columbia, which declares aboriginal title for the first time in a certain area in Canada and outlines the rights associated with aboriginal title, is unlikely to significantly impact the KSM Project.

2016 Preliminary Feasibility Study and the Current Technical Report for the KSM Project

In June 2012, an updated Preliminary Feasibility Study for the KSM Project (the “2012 KSM PFS Report”) was completed. The development plan in the 2012 KSM PFS Report was the one approved in the EA Application and EIS review processes, with certain enhancements to the Project infrastructure to improve environmental protection and various mitigation measures. Since the date of the 2012 KSM PFS Report Seabridge has continued exploration activities at KSM which led to the discovery of the large higher-grade zones below the Kerr and Iron Cap deposits. In early 2016, the Issuer decided to update the 2012 KSM PFS Report to present the same development plan as in the 2012 KSM PFS Report at a pre-feasibility level using more current market values in the financial analysis but, in addition, to incorporate into that development plan the infrastructure enhancements committed to in the EA Application and EIS processes and to incorporate other design improvements identified by the Issuer. Accordingly, the prefeasibility study level development plan (the “2016 PFS Plan”) does not include material from higher-grade discoveries at Kerr and Iron Cap since 2013. Given the positive impact the new higher grade material was expected to have on Project economics, the Issuer also decided to complete a study that would present an analysis of the integration of the additional material into the proposed KSM Project design as an alternative development plan (the “2016 PEA Plan”) at a preliminary economic assessment level and include the results in the new prefeasibility report. The report, which presents both the 2016 PFS Plan and the 2016 PEA Plan, was completed in November, 2016, is entitled “2016 KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study Update and Preliminary Economic Assessment” (the “2016 KSM PFS/PEA Report”), has an effective date of October 6, 2016, and is available among Seabridge’s documents at www.sedar.com.

Subsequent to completing the 2016 KSM PFS/PEA Report, the Issuer completed additional drilling at its Kerr and Sulphurets with great success. In November, 2020, the Issuer announced the completion of a new technical Report that presented a new resource estimate for the KSM Project which incorporated all drilling on the Project to December 31, 2019. The new technical report is entitled “KSM (Kerr-Sulphurets-Mitchell) Prefeasibility Study Update, NI 43-101 Technical Report” and is dated November 9, 2020 but has an effective date of April 30, 2020 (the “Current KSM Report”).

The overall Current KSM Report was coordinated by Tetra Tech Canada Inc. (formerly Tetra Tech, Inc.) (“Tetra Tech”) and incorporates the work of a number of industry-leading consulting firms. The principal consultants who contributed to the Current KSM Report, and their Qualified Persons who prepared the Current KSM Report are listed below along with their areas of responsibility:

The Current KSM Report supersedes the 2016 KSM Report and the following (to Recommendations – Future Development Activity) summarizes the Current KSM Report.

Data Verification

The Current KSM Report reported that an extensive data verification exercise was conducted on the 2016 PFS to determine whether there had been any material changes to the information used in the 2016 PFS and whether the 2016 PFS could be considered current. The data verification checks used updated resource models with updated process recoveries and escalated cost assumptions and estimated that variances in total mill feed would be limited to +1.3% on mill feed tonnes, no change on gold grade, and +2.4% on copper grade.  These overall differences are not material to the 2016 PFS mineral reserves. The financial results using the 2016 PFS mine plan with updates to capital and operating costs, 3-year average metal prices and tax code revisions are also not materially different from the 2016 PFS financial results. Therefore, the results of the exercise verified that if the 2016 PFS were to be updated using the 2020 information, there would be no material change to outcomes of the 2016 PFS, its capital and operating costs, mineral reserves, or financial analysis. Since the 2016 PFS remains current, it was suitable to be restated unchanged in the Current KSM Report.

The 2016 PFS was designed to align with regulatory approvals for the KSM Project construction and operation included in federal and provincial Environmental Assessments.  The scope of the 2016 PFS mine design included open pits and underground mines to extract ore from the Mitchell, Sulphurets, Kerr and Iron Cap deposits. Ore is transported through access tunnels to a processing plant located in the Treaty Creek valley nearby provincial infrastructure where it is processed to produce saleable concentrate and doré. Process waste is stored in a tailings management facility.  The 2016 PFS is the only production plan for the KSM Project whose elements have been studied to the higher level of accuracy that must be met to convert mineral resources to mineral reserves and it is the production plan that has received environmental assessment approval.

Location and Climate

The KSM Project is situated about 950 km northwest of Vancouver, 65 km by air north-northwest of Stewart, BC and 21 km south-southeast of the former Eskay Creek Mine. The property is located at latitude 56.50° North and longitude 130.30° West (see Figure 1).

The proposed pit areas lie within the headwaters of Sulphurets Creek, which is a tributary of the Unuk River and flows into the Pacific through Alaska. The proposed process plant and TMF will be located within the tributaries of Teigen and Treaty Creeks. Teigen and Treaty Creeks are tributaries of the Bell-Irving River, which is itself a major tributary of the Nass River. The Nass river flows to the Pacific Ocean entirely within Canada.

The climate is generally typical of a temperate or northern coastal rainforest, with sub-arctic conditions at high elevations. Precipitation at the mine site has an estimated average of 1,652 mm and at the process plant and TMF area has an estimated average of 1,371 mm. The length of the snow-free season varies from about May through November at lower elevations, and from July through September at higher elevations.

Local Resources, Infrastructure and Physiography

The KSM property lies in the rugged Coastal Mountains of northwest British Columbia, with elevations ranging from 520 meters in Sulphurets Creek valley to over 2,300 meters at the highest peaks. Valley glaciers fill the upper portions of the larger valleys from just below tree line and upwards.

Deep-water loading facilities for shipping bulk mineral concentrates exist in Stewart, and are currently utilized by the Red Chris Mine. Historically they have been used by several other mines in northern, BC. The nearest railway is the CNR Yellowhead route, which is located approximately 220 km southeast of the property. This line runs east-west, and can deliver concentrate to deep-water ports near Prince Rupert and Vancouver, BC.

There are no settlements or privately owned land in the area of the KSM Project; there is limited commercial recreational activity in the form of helicopter skiing and guided fishing adventures. The closest power transmission lines run along Highway 37, 40 km east of the KSM Project.

Stewart, a town of approximately 500 inhabitants, is the closest population center to the KSM Project. It is connected to the provincial highway system via paved, all weather Highway 37A. The larger population centers of Prince Rupert, Terrace, and Smithers, with a total population of about 32,000, are located approximately 270 km to the southeast.

Exploration History

There is evidence that prospectors were active in the area prior to 1935. The modern exploration history of the area began in the 1960’s, with brief programs conducted by Newmont Mining Corp., Granduc Mines Ltd., Phelps Dodge Corp., and the Meridian Syndicate. All of these programs were focused towards gold exploration. The Sulphurets Zone was first drilled by Esso Minerals in 1969; Kerr was first drilled by Brinco Ltd. in 1985 and Mitchell Creek by Newhawk Gold Mines Ltd. in 1991.

There is no recorded mineral production, nor evidence of it, from the property. Immediately west of the property, small-scale placer gold mining has occurred in Sulphurets and Mitchell Creeks.

During 2003-2005, under its option to earn up to a 65% interest in the project from Seabridge, Falconbridge Ltd. conducted geophysics, surface mapping, surface sampling and completed approximately 4,100 m of drilling at the project.

Since 2006, Seabridge has been conducting exploration and advancement activities at the project.

Geology

The region lies within “Stikinia”, a terrane of Triassic and Jurassic volcanic arcs that were accreted onto the Paleozoic basement. Stikinia is the largest of several fault bounded, allochthonous terranes within the Intermontane belt, which lies between the post-accretionary, Tertiary intrusives of the Coast belt and continental margin sedimentary prisms of the Foreland (Rocky Mountain) belt. In the Kerr-Sulphurets area, Stikinia is dominated by variably deformed, oceanic island arc complexes of the Triassic Stuhini and Jurassic Hazelton groups. Backarc basins formed eastward of the KSM property in the Late Jurassic and Cretaceous were filled with thick accumulations of fine black clastic sediments of the Bowser Group. Folding and thrusting due to sinistral transpression tectonics in the mid-Cretaceous followed by extensional conditions generated the area’s current structural features. The most important structure is the north-northeast striking, moderately west-northwest dipping Sulphurets Thrust Fault (“STF”), which transects the property and is spatially and genetically related to mineralization at KSM. Remnants of Quaternary basaltic eruptions occur throughout the region.

Early Jurassic sub-volcanic intrusive complexes are common in the Stikinia terrane, and several host well- known precious and base metal rich hydrothermal systems. These include copper-gold porphyry deposits such as Galore Creek, Red Chris, Kemess, Mt. Milligan, and Kerr-Sulphurets. In addition, there are a number of related polymetallic deposits including skarns at Premier, epithermal veins and subaqueous vein and replacement sulfide deposits at Eskay Creek, Snip, Brucejack, and Granduc.

The Kerr deposit is a strongly-deformed copper-gold porphyry, where copper and gold grades have been upgraded due to remobilization of metals during later and/or possibly syn-intrusive deformation. Alteration is the result of a relatively shallow, long lived hydrothermal system generated by intrusion of monzonite. Subsequent deformation along the STF was diverted into the Kerr area along pre-existing structures. The mineralized area forms a fairly continuous, north-south trending west dipping irregular body measuring about 1,700 m long and up to 200 m thick. Deep drilling since 2012 has identified two sub-parallel, north-south trending, steep west-dipping mineralized zones that appear to coalesce near the topographic surface. After significant deep drilling was completed at the Kerr deposit, an updated geological interpretation and subsequent updated mineral resource model were completed. That new model forms the basis for the 2016 mineral resources and mineral reserves.

The Sulphurets deposit comprises two distinct zones referred to as the Raewyn Copper-Gold Zone and the Breccia Gold Zone. The Raewyn Copper-Gold Zone hosts mostly porphyry style disseminated chalcopyrite and associated gold mineralization in moderately quartz stockworked, chlorite-biotite-sericite-magnetite altered volcanics. The Raewyn Copper-Gold Zone strikes north-easterly and dips about 45° to the northwest. The Breccia Gold Zone hosts mostly gold-bearing pyritic material mineralization with minor chalcopyrite and sulfosalts in a potassium-feldspar-siliceous hydrothermal breccia that apparently crosscuts the Raewyn Copper-Gold Zone. The Breccia Gold Zone strikes northerly and dips westerly.

The Mitchell Zone is underlain by foliated, schistose, intrusive, volcanic, and clastic rocks that are exposed in an erosional window below the shallow north dipping Mitchell Thrust Fault (MTF). These rocks tend to be intensely altered and characterized by abundant sericite and pyrite with numerous quartz stockwork veins and sheeted quartz veins (phyllic alteration) that are often deformed and flattened. Towards the west end of the zone, the extent and intensity of phyllic alteration diminishes and chlorite-magnetite alteration becomes more dominant along with lower contained metal grades. In the core of the zone, pyrite content ranges between 1 to 20%, averages 5%, and typically occurs as fine disseminations. Gold and copper tends to be relatively low-grade but is dispersed over a very large area and related to hydrothermal activity associated with Early Jurassic hypabyssal porphyritic intrusions. In general, within the currently drilled limits of the Mitchell Zone, gold and copper grades are remarkably consistent between drill holes, which is common with a large, stable, and long-lived hydrothermal systems.

The Iron Cap Zone, which is located about 2,300 m northeast of the Mitchell Zone, is well exposed and consists of intensely altered intrusive, sedimentary, and volcanic rocks. The Iron Cap deposit is a separate, distinct mineralized zone within the KSM district. It is thought to be related to the other mineralized zones but differs in that much of the host rock is hydrothermally altered intrusive (porphyritic monzonite to diorite) rather than altered volcanic and sedimentary rocks. There is a high degree of silicification that overprints earlier potassic and chloritic alteration. Intense phyllic alteration and high density of stockwork veining, which are pervasive at the nearby Mitchell Zone, are less pervasive at Iron Cap. The surface expression of the Iron Cap Zone measures about 1,500 m (northeast-southwest) by 600 m (northwest- southeast). Significant drilling has been completed at the Iron Cap deposit since Issuer’s preliminary feasibility study for the KSM Project completed in June, 2012 (the “2012 KSM PFS Report”), which resulted in an updated geological interpretation and subsequent updated mineral resource model that forms the basis for the 2016 mineral resources and mineral reserves.

Security of Samples

The Issuer follows an ongoing and rigorous sample preparation, security, quality control/quality assurance protocol for its exploration programs, including blank and reference standards in every batch of assays. Cross-check analyses are conducted at a second external laboratory on no less than 10% of the samples. The details of these procedures are outlined in the Current KSM Report.

Mineral Resources

The Current KSM Report includes updated mineral resource estimates for the KSM Project, which are based on block models that were constructed for each deposit following major drilling campaigns. The Kerr, Sulphurets, Mitchell, and Iron Cap models were constructed after the 2016, 2018, 2017, and 2018 drilling campaigns, respectively. Block NSR values were updated in late 2019 for all deposits. Resource Modeling Inc. constructed 3D block models for the four mineralized zones using inverse distance (Kerr and Mitchell) and ordinary kriging (Sulphurets and Iron Cap). A variety of lithologic, alteration, structural, and grade wire frames were used in the estimation process. 3D search ellipses and trend planes oriented with the trend of mineralization were used to find eligible drill hole composites that were used to estimate block grades. The block estimates were classified into measured (Mitchell only), indicated, and inferred categories using mineralized continuity, proximity to drilling, and the number of holes used to estimate the blocks. Mineral resources for the KSM Project were determined by using a combination of conceptual open pit and underground mining methods.

Measured and indicated mineral resources at the KSM Project are estimated at 3.0 Bt grading 0.52 grams per tonne (g/t) gold, 0.21% copper and 2.8 g/t silver (50.4 million ounces of gold, 14.2 billion pounds of copper and 269.7 million ounces of silver), inclusive of mineral reserves. An additional 4.6 Bt are estimated in the inferred mineral resource category grading 0.38 g/t gold, 0.32% copper and 2.2 g/t silver (56.9 million ounces of gold and 32.1 billion pounds of copper and 331.2 million ounces of silver). Metal prices of US$1,300 per ounce gold, US$3.00 per pound copper, and US$20.00 per ounce silver with a foreign exchange rate of US$ 0.83 per C$1.00 are used in calculating the various cut-offs applied to the KSM Project’s mineral resource estimates. A detailed breakdown of the KSM Project’s mineral resources as of December 31, 2019 are as follows: