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April 20, 2006
Seabridge
Gold Closes Cdn$8.4 Million Financing
Funds
to be Used to Acquire and Drill Noche Buena Gold Project
Toronto (Canada) — Seabridge Gold announced today that it has closed its
previously announced Cdn$8,443,750 private placement financing consisting of 875,000 common shares at
Cdn$9.65 per share. The shares issued under this private placement are subject to a four-month hold
period expiring on August 20, 2006. There were no commissions or finderÍs fees payable on the financing.
Insiders of the Company purchased 205,000 shares of the financing, including 161,500 shares by its
largest shareholder, Pan Atlantic Bank and Trust Ltd. Pan Atlantic is beneficially owned and controlled
by Albert D. Friedberg.
Proceeds from the financing will be used for the acquisition of the Noche Buena gold project (see news
release dated April 3, 2006) and for general working capital requirements. Closing of the Noche Buena
acquisition is expected to be completed next week.
The shares to be placed in the U.S. will not be registered under the U.S. Securities Act of 1933, and
they may not be offered or sold in the U.S. absent registration or an applicable exemption from the registration
requirements of the Securities Act.
Seabridge has acquired a 100% interest in eight North American gold projects, subject to earn-in rights
of up to 65% at its Kerr-Sulphurets project and up to 62.5% at its Quartz Mountain project held by potential
partners. For a breakdown of the CompanyÍs mineral resources by project and resource category please
see http://www.seabridgegold.net/Resource.htm.
All resource estimates reported by the
Company, with the exceptions of the historic estimates for the
Grassy Mountain, Kerr Sulphurets and Hog Ranch projects, were calculated
in accordance with the Canadian National Instrument 43-101 and the Canadian
Institute of Mining and Metallurgy Classification system. These standards
differ significantly from the requirements of the U.S. Securities and
Exchange Commission. Mineral resources which are not mineral reserves
do not have demonstrated economic viability.
Statements relating to the estimated or expected future production and operating
results and costs and financial condition of Seabridge, planned work at the
Companys projects and the expected results of such work are forward-looking
statements within the meaning of the United States Private Securities Litigation
Reform Act of 1995. Forward-looking statements are statements that are not
historical facts and are generally, but not always, identified by words such as
the following: expects, plans, anticipates, believes, intends, estimates, projects,
assumes, potential and similar expressions. Forward-looking statements also
include reference to events or conditions that will, would, may, could or should
occur. Information concerning exploration results and mineral reserve and resource
estimates may also be deemed to be forward-looking statements, as it constitutes a
prediction of what might be found to be present when and if a project is actually
developed. These forward-looking statements are necessarily based upon a number of
estimates and assumptions that, while considered reasonable at the time they are
made, are inherently subject to a variety of risks and uncertainties which could
cause actual events or results to differ materially from those reflected in the
forward-looking statements, including, without limitation: uncertainties related
to raising sufficient financing to fund the planned work in a timely manner and on
acceptable terms; changes in planned work resulting from logistical, technical or
other factors; the possibility that results of work will not fulfill projections/expectations
and realize the perceived potential of the Company's projects; uncertainties
involved in the interpretation of drilling results and other tests and the estimation
of gold reserves and resources; risk of accidents, equipment breakdowns and labour
disputes or other unanticipated difficulties or interruptions; the possibility of
environmental issues at the Company's projects; the possibility of cost overruns
or unanticipated expenses in work programs; the need to obtain permits and comply
with environmental laws and regulations and other government requirements; fluctuations
in the price of gold and other risks and uncertainties, including those described
in the Company's Annual Information Form filed with SEDAR in Canada
(available at www.sedar.com)
for the year ended December 31, 2005 and in the Company's 20-F filed with the U.S.
Securities and Exchange Commission
available at EDGAR)
Forward-looking statements are based on the beliefs, estimates and opinions of the
Company's management or its independent professional consultants
on the date the statements are made.
ON BEHALF OF THE BOARD
"Rudi Fronk,"
President & C.E.O.
For further information please contact:
Rudi P. Fronk, President and C.E.O.
Tel: (416) 367-9292 Fax: (416) 367-2711
Email: info@seabridgegold.net
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