Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

F O R M 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of
No November 2024

Commission File Number 1-32135

SEABRIDGE GOLD INC.

(Name of Registrant)

106 Front Street East, Suite 400, Toronto, Ontario, Canada M5A 1E1

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐ Form 40-F ☒

SEABRIDGE GOLD INC.

(the “Company”)

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

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

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Seabridge Gold Inc.
	(Registrant)

	By:	/s/ Chris Reynolds
	Name:	Chris Reynolds
	Title:	VP Finance and CFO

Date: November 14, 2024

EXHIBIT INDEX

Exhibit Number		Document Description
99.1		Unaudited Interim Condensed Consolidated Financial Statements as at September 30, 2024.
99.2		Management’s Discussion and Analysis for the Third Quarter Ended September 30, 2024.

Exhibit 99.1

SEABRIDGE GOLD INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS AT SEPTEMBER 30, 2024

Page 1

SEABRIDGE GOLD INC.

Interim Condensed Consolidated Statements of Financial Position

(Expressed in thousands of Canadian dollars)

(Unaudited)

			September 30,		December 31,
	Note		2024		2023

Assets
Current assets
Cash and cash equivalents			$	51,162	$	82,438
Amounts receivable and prepaid expenses		3		7,863		7,763
Investment in marketable securities		4		5,069		3,750
				64,094		93,951
Non-current assets
Investment in associate		4		972		1,247
Long-term receivables and other assets		5		119,947		105,947
Mineral interests, property and equipment		6		1,220,438		1,128,464
Reclamation deposits		8		22,269		21,350
				1,363,626		1,257,008
Total assets			$	1,427,720	$	1,350,959

Liabilities and shareholders’ equity
Current liabilities
Accounts payable and accrued liabilities		7	$	18,383	$	32,734
Flow-through share premium		10		5,709		5,543
Lease obligations				349		373
Provision for reclamation liabilities		8		3,629		759
				28,070		39,409
Non-current liabilities
Secured note liabilities		9		506,891		573,888
Deferred income tax liabilities				26,048		-
Lease obligations				364		1,063
Provision for reclamation liabilities		8		3,493		6,676
				536,796		581,627
Total liabilities				564,866		621,036

Shareholders’ equity		10		862,854		729,923
Total liabilities and shareholders’ equity			$	1,427,720	$	1,350,959

Subsequent events (Notes 10 and 12), commitments and contingencies (Note 16)

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

Page 2

SEABRIDGE GOLD INC.

Interim Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

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

(Unaudited)

		Three months ended September 30,						Nine months ended September 30,
	Note	2024			2023			2024			2023

Remeasurement gain (loss) on secured notes	9	$	(42,035	)	$	11,742		$	40,720		$	10,375
Corporate and administrative expenses	13		(4,000	)		(3,729	)		(13,446	)		(11,598	)
Other income - flow-through shares	10		3,844			2,596			6,197			4,112
Foreign exchange gain (loss)			5,474			(11,105	)		(13,178	)		(5,407	)
Finance costs, interest expense and other losses			(321	)		(174	)		(485	)		(2,318	)
Interest income			896			1,728			2,521			3,227
Earnings (loss) before income taxes			(36,142	)		1,058			22,329			(1,609	)
Income tax recovery (expense)			8,591			(6,350	)		(12,812	)		(5,482	)
Net earnings (loss) for the period		$	(27,551	)	$	(5,292	)	$	9,517		$	(7,091	)

Other comprehensive income (loss)
Items that will not be reclassified to net income or loss
Remeasurement of secured notes	9	$	15,521		$	(32,063	)	$	49,600		$	(30,936	)
Change in fair value of marketable securities	4		566			(65	)		1,319			(184	)
Tax impact			(4,267	)		3,665			(13,568	)		3,378
Total other comprehensive income (loss)			11,820			(28,463	)		37,351			(27,742	)
Comprehensive income (loss) for the period		$	(15,731	)	$	(33,755	)	$	46,868		$	(34,833	)

Weighted average number of common shares outstanding
Basic	10		89,588,695			83,484,693			87,983,955			82,499,543
Diluted	10		89,588,695			83,484,693			88,516,410			82,499,543

Earnings (loss) per common share
Basic	10	$	(0.31	)	$	(0.06	)	$	0.11		$	(0.09	)
Diluted	10	$	(0.31	)	$	(0.06	)	$	0.11		$	(0.09	)

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

Page 3

SEABRIDGE GOLD INC.

Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity

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

	Number of Shares		Share Capital			Stock-based Compensation			Contributed Surplus		Deficit			Accumulated Other Comprehensive Gain (Loss)			Total Equity

As at December 31, 2023		86,108,019	$	934,608		$	3,400		$	39,484	$	(186,643	)	$	(60,926	)	$	729,923
Share issuance - At-The-Market offering		2,750,609		56,569			-			-		-			-			56,569
Share issuance - Interest expense paid in shares		776,519		14,921			-			-		-			-			14,921
Share issuance - Private placement		575,000		11,609			-			-		-			-			11,609
Share issuance - Options exercised		50,000		1,302			(416	)		-		-			-			886
Share issuance - RSUs vested		126,133		2,060			(2,060	)		-		-			-			-
Share issuance - Other		5,000		105			-			-		-			-			105
Share issuance costs		-		(1,240	)		-			-		-			-			(1,240	)
Deferred tax on share issuance costs		-		333			-			-		-			-			333
Stock-based compensation		-		-			2,880			-		-			-			2,880
Other comprehensive income		-		-			-			-		-			37,351			37,351
Net earnings for the period		-		-			-			-		9,517			-			9,517
As at September 30, 2024		90,391,280	$	1,020,267		$	3,804		$	39,484	$	(177,126	)	$	(23,575	)	$	862,854
As at December 31, 2022		81,339,012	$	856,462		$	4,655		$	36,160	$	(157,377	)	$	633		$	740,533
Share issuance - At-The-Market offering		1,569,995		28,279			-			-		-			-			28,279
Share issuance - Interest expense paid in shares		977,745		14,761			-			-		-			-			14,761
Share issuance - RSUs vested		30,000		630			(630	)		-		-			-			-
Share issuance costs		-		(1,180	)		-			-		-			-			(1,180	)
Deferred tax on share issuance costs		-		313			-			-		-			-			313
Stock-based compensation		-		-			2,493			-		-			-			2,493
Other comprehensive loss		-		-			-			-		-			(27,741	)		(27,741	)
Net loss for the period		-		-			-			-		(7,090	)		-			(7,090	)
As at September 30, 2023		83,916,752	$	899,265		$	6,518		$	36,160	$	(164,467	)	$	(27,108	)	$	750,368

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

Page 4

SEABRIDGE GOLD INC.

Interim Condensed Consolidated Statements of Cash Flows

(Expressed in thousands of Canadian dollars) (Unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2024			2023			2024			2023

Operating Activities
Net earnings (loss)	$	(27,551	)	$	(5,292	)	$	9,517		$	(7,091	)
Adjustment for non-cash items:
Remeasurement loss (gain) on secured notes		42,035			(11,742	)		(40,720	)		(10,375	)
Unrealized foreign exchange loss (gain)		(5,974	)		12,018			13,377			5,736
Other income - flow-through shares		(3,844	)		(2,596	)		(6,197	)		(4,112	)
Stock-based compensation		833			766			2,880			2,493
Income tax expense (recovery)		(8,591	)		6,350			12,812			5,482
Other non-cash items (Note 11)		756			(561	)		368			(6	)
Adjustment for cash items:
Environmental rehabilitation disbursements		(329	)		(1,924	)		(499	)		(2,794	)
Changes in working capital items:
Amounts receivable and prepaid expenses		720			(363	)		(2,948	)		(2,338	)
Accounts payable and accrued liabilities		551			(1,912	)		(10	)		(1,191	)
Net cash from (used in) operating activities		(1,394	)		(5,256	)		(11,420	)		(14,196	)

Investing Activities
Mineral interests, property and equipment		(28,046	)		(73,742	)		(78,598	)		(166,495	)
Long-term receivables		(14,000	)		(24	)		(14,000	)		(43,674	)
Redemption of short-term deposits		-			60,030			-			141,762
Investment in short-term deposits		-			(70,121	)		-			(70,164	)
Investment in reclamation deposits		-			201			(919	)		(339	)
Net cash used in investing activities		(42,046	)		(83,656	)		(93,517	)		(138,910	)

Financing Activities
Secured notes		-			-			-			198,825
Share issuance net of costs		24,100			4,754			73,303			27,099
Exercise of options		-			-			886			-
Payment of lease liabilities		(398	)		(206	)		(723	)		(460	)
Net cash from financing activities		23,702			4548			73,466			225,464
Effects of exchange rate fluctuation on cash and cash equivalents		(409	)		684			195			454
Net increase (decrease) in cash and cash equivalents during the period		(20,147	)		(83,680	)		(31,276	)		72,812
Cash and cash equivalents, beginning of the period		71,309			202,642			82,438			46,150
Cash and cash equivalents, end of the period	$	51,162		$	118,962		$	51,162		$	118,962

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

Page 5

SEABRIDGE GOLD INC.

Notes to the interim condensed consolidated financial statements

As at and for the nine months ended September 30, 2024 and 2023

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

1.	Reporting entity

Seabridge Gold Inc. is comprised of Seabridge Gold Inc. (“Seabridge” or the “Company”) and its subsidiaries, KSM Mining ULC, Seabridge Gold (NWT) Inc., Seabridge Gold (Yukon) Inc., Seabridge Gold Corp., SnipGold Corp. and Snowstorm Exploration (LLC), and is a Company engaged in acquiring, exploring, and advancing mineral properties, with an emphasis on gold resources, located in Canada and the United States of America. The Company was incorporated under the laws of British Columbia, Canada on September 14, 1979 and continued under the laws of Canada on October 31, 2002. Its common shares are listed on the Toronto Stock Exchange trading under the symbol “SEA” and on the New York Stock Exchange under the symbol “SA”. The Company is domiciled in Canada and the address of its registered office is 10th Floor, 595 Howe Street, Vancouver, British Columbia, Canada V6C 2T5 and the address of its corporate office is 106 Front Street East, 4th Floor, Toronto, Ontario, Canada M5A 1E1.

2.	Basis of preparation

Statement of compliance

These unaudited interim condensed consolidated financial statements (“consolidated interim financial statements”) were prepared in accordance with IAS 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”), using accounting policies consistent with those used by the Company in preparing the annual consolidated financial statements as at and for the year ended December 31, 2023 and should be read in conjunction with the Company’s annual consolidated financial statements as at and for the year ended December 31, 2023. They do not include all of the information required for a complete set of financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”). However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Company’s financial position and performance since the last annual financial statements. These consolidated interim financial statements were authorized for issue by the Company’s board of directors on November 13, 2024.

Amended IFRS standard effective January 1, 2024

(i)

On January 23, 2020 and October 31, 2022, the IASB issued amendments to IAS 1 to clarify that the classification of liabilities as current or non-current should be based on rights that exist at the end of the reporting period and that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability. For liabilities with covenants, the amendments clarify that only covenants with which an entity is required to comply on or before the reporting date affect the classification as current or non-current.

Page 6

(ii)

On September 22, 2022, the IASB issued amendments to IFRS 16 to add subsequent measurement requirements for sale and leaseback transactions, particularly those with variable lease payments. The amendments require the seller-lessee to subsequently measure lease liabilities in a way such that it does not recognize any gain or loss relating to the right of use it retains.

(iii)

On May 25, 2023, the IASB issued amendments to IAS 7 requiring entities to provide qualitative and quantitative information about their supplier finance arrangements. In connection with the amendments to IAS 7, the IASB also issued amendments to IFRS 7 requiring entities to disclose whether they have accessed, or have access to, supplier finance arrangements that would provide the entity with extended payment terms or the suppliers with early payment terms.

The Company applied the above amendments to its consolidated interim financial statements for the annual reporting period beginning on January 1, 2024. The application of these amendments did not have an impact on the Company’s consolidated interim financial statements.

Recent Accounting Pronouncements Issued Not Yet Adopted

(i)

On April 9, 2024, the IASB issued IFRS 18 “Presentation and Disclosure in the Financial Statements” (“IFRS 18”) replacing IAS 1. IFRS 18 introduces categories and defined subtotals in the statement of profit or loss, disclosures on management-defined performance measures, and requirements to improve the aggregation and disaggregation of information in the financial statements. As a result of IFRS 18, amendments to IAS 7 were also issued to require that entities use the operating profit subtotal as the starting point for the indirect method of reporting cash flows from operating activities and also to remove presentation alternatives for interest and dividends paid and received. Similarly, amendments to IAS 33 “Earnings per Share” were issued to permit disclosure of additional earnings per share figures using any other component of the statement of profit or loss, provided the numerator is a total or subtotal defined under IFRS 18. IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, and is to be applied retrospectively, with early adoption permitted. The Company is currently assessing the impact of the standard on its financial statements.

(ii)

On May 30, 2024, the IASB issued narrow scope amendments to IFRS 9 “Financial Instruments” and IFRS 7. The amendments include the clarification of the date of initial recognition or derecognition of financial liabilities, including financial liabilities that are settled in cash using an electronic payment system. The amendments also introduce additional disclosure requirements to enhance transparency regarding investments in equity instruments designated at FVOCI and financial instruments with contingent features. The amendments are effective for annual periods beginning on or after January 1, 2026, with early adoption permitted. The Company is currently assessing the impact of the amendments on its financial statements.

3.	Amounts receivable and prepaid expenses

($000s)	September 30, 2024	December 31, 2023
HST	1,741	4,493
Prepaid expenses and other receivables	6,122	3,270
	7,863	7,763

Page 7

4.	Investments

($000s)	January 1, 2024	Fair value through other comprehensive income (loss)	Loss of associate		Additions	September 30, 2024
Current assets:
Investments in marketable securities	3,750	1,319	-		-	5,069

Non-current assets:
Investment in associate	1,247	-	(275	)	-	972

($000s)	January 1, 2023	Fair value through other comprehensive income (loss)	Loss of associate		Additions		December 31, 2023
Current assets:
Investments in marketable securities	3,696	54	-		-		3,750

Non-current assets:
Investment in associate	1,389	-	(208	)	66	¹	1,247

1)	In 2023, the Company received 151,855 common shares of Paramount for payment of interest on the secured convertible note receivable accrued between July 1, 2022 and December 27, 2023 when the note was repaid.

The Company holds a 4.2% (December 31, 2023 – 4.7%) interest in Paramount which is classified as investment in associate and accounted for using the equity method on the basis that the Company has the ability to exert significant influence through its representation on Paramount’s board of directors. During the nine months ended September 30, 2024, the Company recorded its proportionate share of Paramount’s net loss of $0.3 million (2023 – $0.2 million) within finance costs, interest expense and other income on the interim condensed consolidated statements of operations and comprehensive income (loss). As at September 30 2024, the carrying value of the Company’s investment in Paramount was $1.0 million (December 31, 2023 - $1.2 million).

Page 8

5.	Long-term receivables and prepaid expenses

($000s)	September 30, 2024	December 31, 2023
BC Hydro ¹	106,720	92,720
Canadian Exploration Expenses ²	9,361	9,361
British Columbia Mineral Exploration Tax Credit ³	3,866	3,866
	119,947	105,947

1)	In 2022, the Company entered into a Facilities Agreement with British Columbia Hydro and Power Authority (“BC Hydro”) covering the design and construction of facilities by BC Hydro to supply construction phase hydro-sourced electricity to the KSM Project. Pursuant to signing the Facilities Agreement the Company has made $106.7 million prepayments inclusive of $14.0 million which was accrued during the second quarter of 2024 and paid during the current quarter.

2)	As previously disclosed in the Company’s prior years financial statements, in 2019 the Company received a notice from the Canada Revenue Agency (“CRA”) that it proposed to reduce the amount of expenditures reported as Canadian Exploration Expenses (“CEE”) for the three-year period ended December 31, 2016. The Company has funded certain of its exploration expenditures, from time-to-time, with the proceeds from the issuance of flow-through shares and renounced, to subscribers, the expenditures which it determined to be CEE. The notice disputes the eligibility of certain types of expenditures previously audited and approved as CEE by the CRA. The Company strongly disagrees with the notice and responded to the CRA auditors with additional information for their consideration. In 2020, the CRA auditors responded to the Company’s submission and, although accepting additional expenditures as CEE, reiterated that their position remains largely unchanged and subsequently issued reassessments to the Company reflecting the additional CEE expenditures accepted and $2.3 million of Part Xll.6 tax owing. The CRA has reassessed certain investors who subscribed for the flow-through shares, reducing CEE deductions. Notices of objection to the Company’s and investors’ reassessments have been filed for all those that have been received and will be appealed to the courts, should the notices of objection be denied. The Company has indemnified the investors that subscribed for the flow-through shares and that have been reassessed by depositing the amount of their reassessments, including interest charges, into the accounts of the reassessed investors with the Receiver General in return for such investors agreement to object to their respective reassessments and to repay the Company any refund of the amount deposited on their behalf upon resolution of the Company’s appeal. During 2021, 2022 and 2023, the Company deposited $9.4 million into the accounts of certain investors with the Receiver General. The deposits made have been recorded as long-term receivables on the statement of financial position as at September 30, 2024. The potential tax indemnification to the investors is estimated to be $10.8 million, plus $3.5 million potential interest. No provision has been recorded related to the tax, potential interest, nor the potential indemnity as the Company and its advisors do not consider it probable that there will ultimately be an amount payable.

3)	During 2016, upon the completion of an audit of the application by tax authorities of the British Columbia Mineral Exploration Tax Credit (“BCMETC”) program, the Company was reassessed $3.6 million, including accrued interest for expenditures that the tax authority has categorized as not qualifying for the BCMETC program. The Company recorded a $3.6 million provision within non-trade payables and accrued expenses on the consolidated statements of financial position as at December 31, 2016 with a corresponding increase in mineral interests. In 2017 the Company filed an objection to the reassessment with the appeals division of the tax authorities and paid one-half of the accrued balance to the Receiver General and reduced the provision by $1.8 million. In 2019, the Company received a decision from the appeals division that the Company’s objection was denied, and the Company filed a Notice of Appeal with the British Columbia Supreme Court. The Attorney General of Canada replied to the facts and arguments in the Company’s Notice of Appeal and stated its position that the Company’s expenditures did not qualify for the BCMETC program. During the first quarter of 2023, the Company completed the discovery process with the Department of Justice that included settling an agreed statement of facts. The Company presented its case in the BC Supreme Court during the current quarter. Based on the facts and circumstances of the Company’s objection and its arguments made in court, the Company concludes that it is more likely than not that it will be successful in its objection. As at September 30, 2024, the Company has paid $1.6 million to the Receiver General, and the CRA has withheld $2.3 million of HST credits due to the Company that would fully cover the residual balance, including interest, should the Company be unsuccessful in its challenge. The amount recorded in long-term receivables as of September 30, 2024 of $3.9 million includes the initial reassessment of $3.6 million, plus accrued interest.

Page 9

6.	Mineral Interests, Property and Equipment

($000s)	Mineral interests	Construction in progress		Property & equipment	Right-of-use assets ¹		Total
Cost
As at January 1, 2023	687,074	121,201		72,404	2,437		883,116
Additions	69,732	178,764		1,187	781		250,464
Transfers	-	(101,899	)	101,899	-		-
As at December 31, 2023	756,806	198,066		175,490	3,218		1,133,580
Additions	36,883	57,994		-	90		94,967
Disposals ³	-	-		-	(1,316	)	(1,316	)
As at September 30, 2024	793,689	256,060		175,490	1,992		1,227,231
Accumulated Depreciation
As at January 1, 2023	-	-		1,070	549		1,619
Depreciation expense ²	-	-		2,517	980		3,497
As at December 31, 2023	-	-		3,587	1,529		5,116
Depreciation expense ²	-	-		1,948	697		2,645
Disposals ³	-	-		-	(968	)	(968	)
As at September 30, 2024	-	-		5,535	1,258		6,793
Net Book Value
As at December 31, 2023	756,806	198,066		171,903	1,689		1,128,464
As at September 30, 2024	793,689	256,060		169,955	734		1,220,438

1)	Right-of-use assets consist of property and equipment related to assets leased and accounted for under IFRS 16
2)	Depreciation expense related to camps, equipment, and right-of-use assets associated with the KSM construction is capitalized to construction in progress
3)	Disposals relate to equipment lease cancellations at KSM.

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

	Nine months ended September 30, 2024
($000s)	Mineral interests		Construction in progress		Property & equipment		Right-of- use assets		Total Additions
Additions
KSM additions ¹		10,528		57,994		-		90		68,612
Courageous Lake		752		-		-		-		752
Iskut		15,294		-		-		-		15,294
Snowstorm		742		-		-		-		742
3 Aces		9,567		-		-		-		9,567
		36,883		57,994		-		90		94,967

Page 10

	Year ended December 31, 2023
($000s)	Mineral interests		Construction in progress		Property & equipment		Right-of- use assets		Total Additions
Additions
KSM additions ¹		40,490		178,764		1,187		781		221,222
Courageous Lake		3,520		-		-		-		3,520
Iskut		14,174		-		-		-		14,174
Snowstorm		4,897		-		-		-		4,897
3 Aces		6,651		-		-		-		6,651
Total		69,732		76,865		103,086		781		250,464

The KSM construction in progress additions includes $24.3 million of capitalized borrowing costs (year ended December 31, 2023 - $19.4 million). The capitalized costs were net of $0.5 million (2023 - $6.9 million) of interest income earned on the residual balance of the borrowed funds which is reported within the investment in mineral interests, property and equipment line on the consolidated statements of cash flows.

Included in the capitalized exploration expenditures were certain lease payments and project holding costs.

7.	Accounts payable and accrued liabilities

($000s)	September 30, 2024	December 31, 2023
Trade payables	11,631	27,302
Non-trade payables and accrued expenses	6,752	5,432
	18,383	32,734

8.	Provision for reclamation liabilities

($000s)	September 30, 2024		December 31, 2023
Beginning of the period	7,435		10,846
Disbursements	(499	)	(3,664	)
Accretion	186		253
End of the period	7,122		7,435

Provision for reclamation liabilities – current	3,629		759
Provision for reclamation liabilities – long-term	3,493		6,676
	7,122		7,435

The estimate of the provision for reclamation obligations as at September 30, 2024 was calculated using the estimated discounted cash flows of future reclamation costs of $7.2 million (December 31, 2023 - $7.4 million) and the expected timing of cash flow payments required to settle the obligations between the current year and 2026. As at September 30, 2024, the undiscounted future cash outflows are estimated at $7.6 million (December 31, 2023 - $8.1 million). The nominal discount rate used to calculate the present value of the reclamation obligations was 2.9% at September 30, 2024 (December 31, 2023 - 3.9%). During the nine months ended September 30, 2024, reclamation disbursements amounted to $0.5 million (2023 - $3.7 million).

As at September 30, 2024, the Company has placed a total of $22.3 million (December 31, 2023 - $21.4 million) on deposit with financial institutions or with government regulators that are pledged as security against reclamation liabilities. The deposits are recorded on the consolidated statements of financial position as reclamation deposits. As at September 30, 2024 and December 31, 2023, the Company had $10.0 million of uncollateralized surety bonds, issued pursuant to arrangements with an insurance company, in support of environmental closure costs obligations, related to the KSM Project.

Page 11

Secured Note Liabilities

2022 Secured Note

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

●

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

Commercial production being achieved at KSM; and

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

●

Prior to its maturity, the 2022 Secured Note bears interest at 6.5% per annum, payable quarterly in arrears. The Company can elect to satisfy interest payments in cash or by delivering common shares.

●

The Company has the option to buyback 50% of the Silver Royalty, once exchanged, on or before 3 years after commercial production has been achieved, for an amount that provides the Investors a minimum guaranteed annualized return.

●

If project financing to develop, construct and place KSM into commercial production is not in place by March 24, 2027, the Investors can put the 2022 Secured Note back to the Company for US$232.5 million, with the Company able to satisfy such amount in cash or by delivering common shares at its option. This right expires once such project financing is in place. If the Investors exercise this put right, the Investors’ right to purchase the Silver Royalty terminates.

●

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

Page 12

●

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

●

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

On July 26, 2024, KSM received the “Substantially Started” designation from the BC government. This designation affirms the validity of the EAC for the life of the KSM Project.

To satisfy the interest payment on the 2022 Secured Note, during 2024, the Company issued 776,519 common shares in respect of the interest incurred during nine months ended September 30, 2024 (year ended December 31, 2023 - 1,285,178 common shares).

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

The 2022 Secured Note was recognized at its estimated fair value at initial recognition of $282.3 million (US$225 million) using a discounted cash flow model with a Monte Carlo simulation. This incorporated several scenarios and probabilities of the EAC expiring, achieving commercial production and securing project financing, silver prices forecast from quoted forward price, and the discount rates. During the nine months ended September 30, 2024, the fair value of the 2022 Secured Note decreased, and the Company recorded a $28.5 million gain (year ended December 31, 2023 - $30.8 million loss) on the remeasurement.

During the second quarter of 2024, the Company re-estimated the timelines for achieving key milestones for commercial production. The following inputs and assumptions were used in the determination of fair value:

Inputs and assumptions		September 30, 2024			December 31, 2023
Forecast silver production in thousands of ounces		166,144			166,144
Long term silver price as at September 30, 2031	US$	37.05		US$	28.62
Risk-free rate		4.1	%		4.0	%
Credit spread		3.7	%		4.0	%
Share price volatility		60	%		60	%
Silver royalty discount factor		10.8	%		9.2	%

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

($000s)	September 30, 2024		December 31, 2023
Fair value beginning of the period	294,363		263,541
Change in fair value loss (gain) through profit and loss	(12,972	)	3,096
Change in fair value loss (gain) through other comprehensive income (loss)	(22,222	)	34,830
Foreign currency translation loss (gain)	6,742		(7,104	)
Total change in fair value	(28,452	)	30,822

Fair value end of the period	265,911		294,363

Page 13

Sensitivity Analysis:

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

Key Inputs	Inter-relationship between significant inputs and fair value measurement	Increase (decrease) (millions)
Key observable inputs	The estimated fair value would increase (decrease) if:
● Silver price forward curve	● Future silver prices were 10% higher	$	13.9
	● Future silver prices were 10% lower	$	(14.1	)

● Discount rates	● Discount rates were 1% higher	$	(25.0	)
	● Discount rates were 1% lower	$	29.5
Key unobservable inputs
● Forecasted silver production	● Silver production indicated silver ounces were 10% higher	$	13.9
	● Silver production indicated silver ounces were 10% lower	$	(14.1	)

ii.

2023 Secured Note

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

●

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

Commercial production being achieved at KSM; and

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

●

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

●

KSMCo can pay the Interest Deferral Amount (US$21.5M) in cash or Seabridge common shares or KSMCo can elect to increase the size of the NSR to be sold to Sprott on the Maturity Date from a 1% NSR to a 1.2% NSR (the “Royalty Increase Election”).

●

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

Page 14

●

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

●

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

●

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

●

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

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

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

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

●

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

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

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

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

●

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

●

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

●

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

On July 26, 2024, KSM received the Substantially Started designation from the BC government. This designation affirms the validity of the EAC for the life of the KSM Project.

Page 15

The 2023 Secured Note was recognized at its estimated fair value at initial recognition of $198.8 million (US$150 million) using a discounted cash flow model with a Monte Carlo simulation. This incorporated several scenarios and probabilities of the EAC expiring, achieving commercial production and securing project financing, metal prices forecast and discount rates. During the nine months ended September 30, 2024, the fair value of the 2023 Secured Note decreased, and the Company recorded a $38.5 million gain (year ended December 31, 2023 - $80.7 million loss) on the remeasurement.

Inputs and assumptions	September 30, 2024			December 31, 2023
Forecast NSR:
Gold in thousands of ounces		10,500			10,500
Silver in thousands of ounces		29,876			29,876
Copper in millions of pounds		19,322			19,322
Molybdenum in millions of pounds		152			152
Long term metal price as at September 30, 2031
Gold per ounce	US$	3,078.09		US$	2,553.60
Silver per ounce	US$	37.06		US$	28.62
Copper per pound	US$	4.71		US$	4.08
Molybdenum per pound	US$	27.63		US$	24.89
Risk-free rate		4.1	%		4.0	%
Credit spread		3.7	%		4.0	%
Share price volatility		60	%		60	%
NSR discount factor		10.8	%		9.2	%

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

($000s)	September 30, 2024		December 31, 2023
Fair value beginning of the period	279,525		198,825
Change in fair value loss (gain) through profit and loss	(17,801	)	33,182
Change in fair value loss (gain) through other comprehensive income (loss)	(27,378	)	49,563
Foreign currency translation loss (gain)	6,633		(2,045	)
Total change in fair value	(38,546	)	80,700

Fair value end of the period	240,979		279,525

Page 16

Sensitivity Analysis:

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

Key Inputs	Inter-relationship between significant inputs and fair value measurement	Increase (decrease) (millions)
Key observable inputs	The estimated fair value would increase (decrease) if:
● Metals price forward curve	● Future metal prices were 10% higher	$	16.1
	● Future metal prices were 10% lower	$	(16.4	)

● Discount rates	● Discount rates were 1% higher	$	(30.2	)
	● Discount rates were 1% lower	$	36.5
Key unobservable inputs
● Forecasted metal production	● Metal production indicated volumes were 10% higher	$	15.6
	● Metal production indicated volumes were 10% lower	$	(15.8	)

10.

Shareholders’ equity

The Company is authorized to issue an unlimited number of preferred shares and common shares with no par value. No preferred shares have been issued or were outstanding at September 30, 2024 or December 31, 2023.

The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition, exploration and development of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business.

The properties in which the Company currently has an interest are in the pre-operating stage, as such the Company is dependent on external financing to fund its activities. In order to carry out the planned exploration and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company’s approach to capital management during 2024. The Company considers its capital to be share capital, stock-based compensation, contributed surplus and deficit. The Company is not subject to externally imposed capital requirements.

Equity financings

During the first quarter of 2021, the Company entered into an agreement with two securities dealers, for an At-The-Market (“ATM”) offering program, entitling the Company, at its discretion, and from time to time, to sell up to US$75 million in value of common shares of the Company. This program was in effect until the Company’s US$775 million Shelf Registration Statement, that expired in December 2022, was replaced with a new US$750 million Shelf Registration Statement the same month. During the first quarter of 2023, a US$100 million prospectus supplement was filed and the program was renewed. In the first quarter of 2023, the Company entered into a new agreement with two securities dealers, for an ATM offering program, entitling the Company, at its discretion, and from time to time, to sell up to US$100 million in value of common shares of the Company. This program can be in effect until the Company’s US$750 million Shelf Registration Statement expires in 2025.

Page 17

In 2023, the Company issued 2,516,839 shares, at an average selling price of $17.36 per share, for net proceeds of $42.8 million under the Company’s At-The-Market offering. During nine months ended September 30, 2024, the Company issued 2,750,609 shares, at an average selling price of $20.57 per share, for net proceeds of $55.4 million under the Company’s At-The-Market offering. As at September 30, 2024, US$26.0 million was available under the ATM. Subsequent to the quarter end, the Company issued 583,940 shares, at an average selling price of $24.87 per share, for net proceeds of $14.2 million under the Company’s At-The-Market offering.

On June 5, 2024, the Company issued a total of 575,000 flow-through common shares at an average $31.26 per common share for aggregate gross proceeds of $18.0 million. The Company committed to renounce its ability to deduct qualifying exploration expenditures for the equivalent value of the gross proceeds of the flow-through financing and transfer the deductibility to the purchasers of the flow-through shares. The effective date of the renouncement was December 31, 2024. At the time of issuance of the flow-through shares, $6.4 million premium was recognized as a liability on the interim condensed consolidated statements of financial position. During the current quarter, the Company incurred $1.8 million of qualifying exploration expenditures and $0.7 million of the premium was recognized through other income on the consolidated statements of operations and comprehensive income (loss).

Subsequent to the quarter end on October 22, 2024, the Company issued a total of 80,500 flow-through common shares at an average $31.08 per common share for aggregate gross proceeds of $2.5 million. The Company committed to renounce its ability to deduct qualifying exploration expenditures for the equivalent value of the gross proceeds of the flow-through financing and transfer the deductibility to the purchasers of the flow-through shares. The effective date of the renouncement was December 31, 2024. At the time of issuance of the flow-through shares, $0.2 million premium was recognized as a liability on the interim condensed consolidated statements of financial position.

In December 2023, the Company issued a total of 875,150 flow-through common shares at an average $22.34 per common share for aggregate gross proceeds of $19.6 million. The Company committed to renounce its ability to deduct qualifying exploration expenditures for the equivalent value of the gross proceeds of the flow-through financing and transfer the deductibility to the purchasers of the flow-through shares. The effective date of the renouncement was December 31, 2023. At the time of issuance of the flow-through shares, $5.5 million premium was recognized as a liability on the consolidated statements of financial position. During the nine months ended September 30, 2024, the Company incurred $19.6 million of qualifying exploration expenditures and the $5.5 million of the premium was recognized through other income on the consolidated statements of operations and comprehensive income (loss).

In December 2022, the Company issued a total of 675,400 flow-through common shares at an average $22.24 per common share for aggregate gross proceeds of $15.0 million. The Company committed to renounce its ability to deduct qualifying exploration expenditures for the equivalent value of the gross proceeds of the flow-through financing and transfer the deductibility to the purchasers of the flow-through shares. The effective date of the renouncement was December 31, 2022. At the time of issuance of the flow-through shares, $4.2 million premium was recognized as a liability on the consolidated statements of financial position. During the year ended December 31, 2023, the Company incurred $15.0 million of qualifying exploration expenditures and the $4.2 million premium was recognized through other income on the consolidated statements of operations and comprehensive income (loss).

Page 18

Stock options and restricted share units

The Company provides compensation to directors and employees in the form of stock options and RSUs. Pursuant to the Share Option Plan, the Board of Directors has the authority to grant options, and to establish the exercise price and life of the option at the time each option is granted, at a price not less than the closing price of the common shares on the Toronto Stock Exchange on the date of the grant of such option and for a period not exceeding five years. All exercised options are settled in equity. Pursuant to the Company’s RSU Plan, the Board of Directors has the authority to grant RSUs, and to establish terms of the RSUs including the vesting criteria and the life of the RSUs.

Stock option and RSU transactions were as follows:

	Options								RSUs						Total
	Number of Options			Weighted Average Exercise Price ($)		Amortized Value of options ($000s)			Number of RSUs			Amortized Value of RSUs ($000s)			Stock-based Compensation ($000s)
Outstanding January 1, 2024		50,000			17.72		416			697,726			2,984			3,400
Exercised option or vested RSU		(50,000	)		17.72		(416	)		(126,133	)		(2,060	)		(2,476	)
Amortized value of stock-based compensation		-			-		-			-			2,880			2,880
Outstanding at September 30, 2024		-			-		-			571,593			3,804			3,804

Exercisable at September 30, 2024		-

	Options								RSUs						Total
	Number of Options			Weighted Average Exercise Price ($)		Amortized Value of options ($000s)			Number of RSUs			Amortized Value of RSUs ($000s)			Stock-based Compensation ($000s)
Outstanding at January 1, 2023		477,500			15.85		4,117			345,266			538			4,655
Granted		-			-		-			399,300			144			144
Exercised option or vested RSU		(50,000	)		15.46		(460	)		(41,840	)		(823	)		(1,283	)
Options surrendered for cash		(273,500	)		15.46		(2,355	)		-			-			(2,355	)
Expired		(104,000	)		16.17		(886	)		(5,000	)		(33	)		(919	)
Amortized value of stock-based compensation		-			-		-			-			3,158			3,158
Outstanding at December 31, 2023		50,000			17.72		416			697,726			2,984			3,400

Exercisable at December 31, 2023		50,000

In December 2023, 273,500 options, with exercise price of $15.46 per option, were surrendered for cash at the weighted average rate of $0.18 cash payment per option. During the second quarter of 2024, the remaining 50,000 outstanding share options with an exercise price of $17.72 were exercised and were exchanged for common shares of the Company.

In December 2023, 379,300 RSUs were granted to the Board members, members of senior management, and to other employees of the Company. Of those, 277,500 was granted to senior management, with vesting dependent on certain corporate objectives including the completion of a bankable feasibility study at KSM, and the Company’s share price outperforming certain market benchmarks. The fair value of RSUs granted with vesting dependent on market conditions was valued using a Monte-Carlo simulation. The fair value of total RSU grants, of $4.6 million, was estimated as at the grant date to be amortized over the expected service period of the grants. The expected service period ranges from one year to three years from the date of the grant and is dependent on the corporate objectives being met.

Page 19

In December 2022, 310,266 RSUs were granted to the Board members, members of senior management, and to other employees of the Company. Of those, 232,266 was granted to senior management, with vesting dependent on certain corporate objectives including the Company submitting its formal application to the regulator for the KSM Project to be designated as Substantially Started, notification from the regulator that the KSM Project has been designated as Substantially Started, and announcement of KSM joint venture agreement, or other transformative transaction affecting the ownership and control of KSM. The fair value of the total RSU grants, of $5.1 million, was estimated as at the grant date to be amortized over the expected service period of the grants. The expected service period ranges from nine months to three years from the date of the grant and is dependent on the corporate objectives being met. During first quarter of 2024, upon the Company submitting its formal application to regulators for the KSM Project to be designated as Substantially Started, 58,066 RSUs vested and were exchanged for common shares of the Company. During the current quarter, and upon the Company receiving the Substantially Started designation for the KSM Project, further 58,067 RSUs vested and were exchanged for common shares of the Company.

Basic and diluted net income (loss) per common share

Basic and diluted net income (loss) attributable to common shareholders of the Company for the three and nine months ended September 30, 2024 was $27.6 million net loss and $9.5 million net income, respectively (three and nine months ended September 30, 2023 - $5.3 million and $7.1 million net loss, respectively).

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

	Three months ended September 30,				Nine months ended September 30,
(Number of common shares)	2024		2023		2024		2023
Basic weighted average shares outstanding		89,588,695		83,484,693		87,983,955		82,499,543
Weighted average shares dilution adjustments:
Stock options ¹		-		-		-		-
RSUs		-		-		532,455		-
Diluted weighted average shares outstanding		89,588,695		83,484,693		88,516,410		82,499,543

Weighted average shares dilution exclusions: ²
Stock options ¹		-		1,574		-		31,220
RSUs		537,133		142,679		-		154,675

1)	Dilutive stock options were determined using the Company’s average share price for the period. For the three and nine months ended September 30, 2023, the average share price used was $15.9 and $16.96, respectively.
2)	Excluded in the diluted weighted average number of common shares outstanding as their exercise or settlement would be anti-dilutive in the loss per share calculation.

Page 20

11.

Cash flow items

Adjustment for other non-cash items within operating activities:

		Three months ended September 30,					Nine months ended September 30,
($000s)	Notes	2024		2023			2024			2023
Equity loss of associate	4		250		45			275			165
Unrealized gain on convertible notes receivable			-		-			-			37
Accrued interest income on convertible notes receivable			-		(21	)		-			(41	)
Depreciation	6		34		34			102			99
Finance costs, net			63		65			186			188
Effects of exchange rate fluctuation on cash and cash equivalents			409		(684	)		(195	)		(454	)
			756		(561	)		368			(6	)

12.

Fair value of financial assets and liabilities

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value.

Level 1: Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (for example, interest rate and yield curves observable at commonly quoted intervals, forward pricing curves used to value currency and commodity contracts, volatility measurements used to value option contracts and observable credit default swap spreads to adjust for credit risk where appropriate), or inputs that are derived principally from or corroborated by observable market data or other means.

Level 3: Inputs are unobservable (supported by little or no market activity).

The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs.

Page 21

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

	September 30, 2024
($000s)	Carrying Amount		Level 1		Level 2		Level 3		Total Fair Value
Assets
Investment in marketable securities		5,069		5,069		-		-		5,069

Liabilities
Secured note liabilities		506,891		-		-		506,891		506,891

	December 31, 2023
($000s)	Carrying Amount		Level 1		Level 2		Level 3		Total Fair Value
Assets
Investment in marketable securities		3,750		3,750		-		-		3,750

Liabilities
Secured note liabilities		573,888		-		-		573,888		573,888

The carrying value of cash and cash equivalents, amounts receivable, long-term receivables and accounts payable and accrued liabilities approximate their fair values due to their short-term maturities.

The Company’s financial risk exposures and the impact on the Company’s financial instruments are summarized below:

Credit Risk

The Company’s credit risk is primarily attributable to receivables included in amounts receivable and prepaid expenses. The Company has no significant concentration of credit risk arising from operations. Management believes that the risk of loss with respect to financial instruments included in amounts receivable and prepaid expenses is remote.

Liquidity Risk

The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As discussed in Note 16, the Company signed an amendment to the Facilities Agreement with BC Hydro for additional payments of $14 million, paid in July 2024, and $40 million, due in December 2024. As the Company does not generate cash inflows from operations, the Company is dependent upon external sources of financing to fund its exploration projects and on-going activities, and will exercise discretion as needed with respect to proceeding with certain planned expenditures, including additional payments pursuant to the Facilities Agreement with BC Hydro (refer to Note 16). The Company has in place an At-the-Market offering that allows the issuance of up to US$100 million of its common shares and has been an effective source of funding. During the nine months ended September 30, 2024, the Company raised $55.4 million (year ended December 31, 2023 - $42.8 million). Subsequent to the quarter end, the Company raised additional $14.2 million through its At-the-Market offering. The Company intends to fully utilize the remaining US$26.0 million of the At-the-Market offering currently in place. The Company believes that with this additional financing and other options that are within the Company’s control, it will have sufficient liquidity to continue its operations and meet its obligations for the next twelve months. When required, the Company will seek additional sources of cash to cover its proposed exploration and development programs at its key projects, in the form of equity financing or from the sale of non-core assets.

As at September 30, 2024, the Company had cash and cash equivalents of $51.2 million (December 31, 2023 - $82.4 million) for settlement of current financial liabilities of $22.0 million (December 31, 2023 - $33.5 million). Except for the secured note liabilities and the reclamation obligations, the Company’s financial liabilities primarily have contractual maturities of 30 days and are subject to normal trade terms. The Company’s ability to fund its operations and capital expenditures and other obligations as they become due is dependent upon market conditions.

Page 22

The following table details the Company’s expected remaining contractual cash flow requirements for its financial liabilities on repayment or maturity periods. The amounts presented are based on the contractual undiscounted cash flows and may not agree with the carrying amounts in the interim condensed consolidated statements of financial position.

($000s)	Less than 1 year	1-3 years	3-5 years	Greater than 5 years	Total
2022 Secured Note including interest	19,780	39,560	39,560	167,012	265,912
2023 Secured Note including interest	-	48,859	26,374	165,746	240,979
Flow-through share expenditures	-	16,125	-	-	16,125
Lease obligation	263	1,109	881	454	2,707
	20,043	105,653	66,815	333,212	525,723

Market Risk

(a)

Interest Rate Risk

Interest rate risk is the risk that the future cash flows of a financial instrument or its fair value will fluctuate because of changes in market interest rates. The secured note liabilities (Note 9) bear interest at a fixed rate of 6.5% per annum. The Company’s current policy is to invest excess cash in Canadian bank guaranteed notes (short-term deposits). The short-term deposits can be cashed in at any time and can be reinvested if interest rates rise.

(b)

Foreign Currency Risk

The Company’s functional currency is the Canadian dollar and major purchases are transacted in Canadian and US dollars. The secure note liability and the related interest payments are denominated in US dollars. The Company has the option to pay the interest either in cash or in shares. The Company also funds certain operations, exploration and administrative expenses in the United States on a cash call basis using US dollar cash on hand or converted from its Canadian dollar cash. Management believes the foreign exchange risk derived from currency conversions is not significant to its operations and has not entered into any foreign exchange hedges. As at September 30, 2024, the Company had cash and cash equivalents, investment in associate, reclamation deposits, accounts payable and secured notes that are in US dollars.

(c)

Investment Risk

The Company has investments in other publicly listed exploration companies which are included in investments. These shares were received as option payments on certain exploration properties the Company owns or has sold. In addition, the Company holds $5.0 million in a gold exchange traded receipt that is recorded on the interim condensed consolidated statements of financial position in investments. The risk on these investments is significant due to the nature of the investment but the amounts are not significant to the Company.

Page 23

13.

Corporate and administrative expenses

	Three months ended September 30,				Nine months ended September 30,
($000s)	2024		2023		2024		2023
Employee compensation		1,300		1,320		4,658		4,405
Stock-based compensation		833		766		2,880		2,493
Professional fees		1,214		886		3,129		1,822
Other general and administrative		653		757		2,779		2,878
		4,000		3,729		13,446		11,598

14.

Related party disclosures

During the nine months ended September 30, 2024 and 2023, there were no payments to related parties other than compensation paid to key management personnel. These transactions were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

15.

Income taxes

As previously disclosed in the Company’s prior years financial statements, in 2019 the Company received a notice from the CRA that it proposed to reduce the amount of expenditures reported as Canadian Exploration Expenses (CEE) for the three-year period ended December 31, 2016. The Company has funded certain of its exploration expenditures, from time-to-time, with the proceeds from the issuance of flow-through shares and renounced, to subscribers, the expenditures which it determined to be CEE. The notice disputes the eligibility of certain types of expenditures previously audited and approved as CEE by the CRA. The Company strongly disagrees with the notice and responded to the CRA auditors with additional information for their consideration. In 2020, the CRA auditors responded to the Company’s submission and, although accepting additional expenditures as CEE, reiterated that their position remains largely unchanged and subsequently issued reassessments to the Company reflecting the additional CEE expenditures accepted and $2.3 million of Part Xll.6 tax owing. The Company has been made aware that the CRA has reassessed certain investors who subscribed for the flow-through shares, reducing CEE deductions. Notice of objections to the Company’s and investors’ reassessments have been filed for all those that have been received and will be appealed to the courts, should the notice of objections be denied. The Company has indemnified the investors that subscribed for the flow-through shares and that have been reassessed by depositing the amount of their reassessments, including interest charges, into the accounts of the reassessed investors with the Receiver General in return for such investors agreement to object to their respective reassessments and to repay the Company any refund of the amount deposited on their behalf upon resolution of the Company’s appeal. During 2021 and 2022, the Company deposited $9.3 million into the accounts of certain investors with the Receiver General. The deposits made have been recorded as long-term receivables on the statement of financial position. The potential tax indemnification to the investors is estimated to be $10.8 million, plus $3.5 million potential interest. No provision has been recorded related to the tax, potential interest, nor the potential indemnity as the Company and its advisors do not consider it probable that there will ultimately be an amount payable.

Page 24

16.

Commitments and contingencies

	Payments due by years
($000s)	Total		2024		2025-26		2027-28		2029-30
2022 Secured Note – interest		123,625		4,945		39,560		39,560		39,560
2023 Secured Note – interest		101,607		-		48,859		26,374		26,374
Capital expenditure obligations		20,210		20,210		-		-		-
Flow-through share expenditures		16,125		-		16,125		-		-
Mineral interests		7,530		-		1,634		2,510		3,386
Lease obligation		2,707		263		1,109		881		454
		271,804		25,418		107,287		69,325		69,774

In 2022, the Company entered into a Facilities Agreement with BC Hydro covering the design and construction of facilities by BC Hydro to supply construction phase hydro-sourced electricity to the KSM Project. The Facilities Agreement was amended in first quarter of 2024.

The cost to complete the construction is estimated to be $32.9 million of which the Company had paid $24.9 million to BC Hydro as at December 31, 2023, and the remaining balance was paid during the first quarter of 2024. In addition, the Facilities Agreement requires $59.8 million in security or cash from the Company for BC Hydro system reinforcement which is required to make the power available of which the Company had paid $57.1 million to BC Hydro as at December 31, 2023, and the remaining balance was paid during the first quarter of 2024. The $59.8 million system reinforcement security will be forgiven annually, typically over a period of less than 8 years, based on project power consumption. On March 21, 2024, the Company signed an amendment to the Facilities Agreement with BC Hydro for additional payments scheduled for $14.0 million in July 2024 and $40.0 million in December 2024. As at September 30, 2024, prepayments to complete the design and construction amounted to $106.7 million inclusive of $14.0 million which was accrued during the second quarter of 2024 and paid during the current quarter.

Prior to its maturity, the 2022 Secured Note bears interest at 6.5%, or US$14.6 million per annum, payable quarterly in arrears. The Company can elect to satisfy interest payments in cash or by delivering common shares.

Prior to its maturity, the 2023 Secured Note bears interest at 6.5% or US$9.8 million per annum, payable quarterly in arrears. Payment of quarterly interest due from the closing date to the second anniversary is deferred and US$21.5 million must be paid on or before 30 months after the closing date. Ongoing quarterly interest can be satisfied by way of cash, common shares or increasing the NSR percentage from 1 to 1.2%. Refer to Note 9 for details on the secured note liabilities.

Page 25

Exhibit 99.2

SEABRIDGE GOLD INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

THIRD QUARTER ENDED

SEPTEMBER 30, 2024

CONTENTS

COMPANY OVERVIEW	2
OPERATING AND FINANCIAL HIGHLIGHTS	3
SUSTAINABILITY	4
OUTLOOK	6
FINANCIAL RESULTS	8
FINANCIAL CONDITION REVIEW	13
KSM SITE CAPTURE AND EARLY WORKS	16
MINERAL INTERESTS	18
LIQUIDITY AND CAPITAL RESOURCES	23
COMMITMENTS AND CONTINGENCIES	27
OTHER CONTINGENCIES	28
CONTROLS AND PROCEDURES	29
SHARES ISSUED AND OUTSTANDING	30
RECENT ACCOUNTING PRONOUNCEMENTS	30
CRITICAL ACCOUNTING ESTIMATES	30
RISKS AND UNCERTAINTIES	30
CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS	30

Page 1

SEABRIDGE GOLD INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

This management’s discussion and analysis (“MD&A”) of Seabridge Gold Inc. (“Seabridge” or the “Company”) and its subsidiary companies, dated November 13, 2024, is intended to supplement and complement the unaudited interim condensed consolidated financial statements and related notes (“consolidated interim financial statements”) as at and for the three and nine months ended September 30, 2024. It should be read in conjunction with the Company’s audited annual consolidated financial statements and annual management’s discussion and analysis for the year ended December 31, 2023, and the 2023 Annual Information Form filed on SEDAR+ at www.sedarplus.ca. Other corporate documents are also available on SEDAR+ and EDGAR as well as the Company’s website www.seabridgegold.com. This MD&A contains forward-looking statements that are subject to risks and uncertainties, as discussed in the “Cautionary Note Regarding Forward-Looking Statements” in this MD&A. Readers are cautioned not to place undue reliance on forward-looking statements. As the Company has no operating projects at this time, its ability to carry out its business plan rests on its ability to sell projects or to secure equity and other financings. All dollar figures are in Canadian dollars unless otherwise stated. Figures in some tables may not add up due to rounding.

The consolidated interim financial statements for the three and nine months ended September 30, 2024 and the comparative period have been prepared by the Company in accordance with IAS 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”).

COMPANY OVERVIEW

Seabridge Gold Inc. is a company engaged in acquiring, exploring, and advancing of mineral properties, with an emphasis on gold resources, located in Canada and the United States of America. The Company’s objective is to provide its shareholders with exceptional leverage to a rising gold price and additional exposure to copper from significant copper resources it has acquired and discovered. The Company’s business plan is to increase its mineral resources in the ground, through exploration, but not to go into production on its own. The Company intends to sell projects or participate in joint ventures towards production with major mining companies. Since its inception in 1999, Seabridge has acquired interests in numerous advanced-stage gold projects situated in North America and its principal projects include the KSM property located in British Columbia and the Courageous Lake property located in the Northwest Territories. The Company also holds a 100% interest in the Iskut Project in British Columbia, the 3 Aces Project in Yukon and the Snowstorm Project in Nevada. Although focused on gold exploration, the Company has made significant copper discoveries, in particular, at KSM. Seabridge’s common shares trade in Canada on the Toronto Stock Exchange under the symbol “SEA” and in the United States on the New York Stock Exchange under the symbol “SA”.

Page 2

OPERATING AND FINANCIAL HIGHLIGHTS

OPERATING HIGHLIGHTS

●	On July 26, 2024, the company received its Substantially Started designation from the British Columbia Government (“BC Government”). This designation affirms the validity of the BC Environmental Assessment Certificate (“EAC”) for the life of the KSM Project

●	KSM’s License of Occupation for Mitchell Treaty Tunnels extended for 20 years

●	Significant gold-copper drill intersections at Iskut indicating potential nearby porphyry intrusion

●	Completed evaluation of Central Core Area and Regional Targets at 3 Aces

●

In the first quarter of 2024, the Company filed an updated NI 43-101 Courageous Lake Technical Report showcasing a considerably more profitable mining operation and incorporating design changes that improve its performance on certain sustainability measures compared to its 2012 predecessor. This update projects a more profitable venture with reduced initial capital requirements and a lower strip ratio.

38% increase in estimated measured and indicated gold resources from 8.0 million to 11.0 million ounces (145.2 million tonnes at an average grade of 2.36 grams of gold per tonne)

The 2024 PFS open pit mine plan produces 2.5 million ounces of gold over 12.6 years with a Base Case after-tax NPV of 5% of US$523 million using the 3-year trailing average gold price of US$1,850/oz and consensus long-term forecast forex of 0.74 US$/C$

Sensitivity of the economic results to the gold price assumption is shown in the table below.

		Lower Case			Base Case			Recent High Spot Case (03 Dec 2023)			High Case
Gold Price	US$/Oz	$	1,750		$	1,850		$	2,130		$	2,500
NPV (5%)	US$ Millions	$	410		$	523		$	836		$	1,134
IRR	%		17.5	%		20.6	%		28.5	%		38.2	%
Payback	years		3.2			2.8			2.0			1.6

The Technical Report may be viewed on the Company’s website under the Projects – Courageous Lake tab.

●	At KSM, in the first quarter of 2024, the Company updated the Mineral Resource Estimates for the Iron Cap and Kerr deposits.

Inferred mineral resources increased by 5.9 million ounces of Gold, 3.3 billion pounds of copper, 55.4 million ounces of silver, and 51 million pounds of molybdenum

Indicated mineral resources increased by 0.3 million ounces of gold, 0.2 billion pounds of copper, 3.5 million ounces of silver, and 2 million pounds of molybdenum.

●	Published the Company’s 2023 Sustainability Report

Page 3

FINANCIAL HIGHLIGHTS

	Three months ended September 30,						Nine months ended September 30,
(in thousands of Canadian dollars, except share data)	2024			2023			2024			2023
Remeasurement gain (loss) on secured note liabilities through profit and loss		(42,035	)		11,742			40,720			10375
Remeasurement gain on secured note liabilities through other comprehensive income		15,521			(32,063	)		49,600			(30,936	)
Unrealized foreign exchange gain (loss)		5,974			(12,018	)		(13,377	)		(5,736	)
Corporate and administrative expenses		(4,000	)		(3,729	)		(13,446	)		(11,598	)
Income tax (expense) recovery		8,591			(6,350	)		(12,812	)		(5,482	)
Cash used in operating activities		(1,394	)		(5,256	)		(11,420	)		(14,196	)
Cash used in investing activities		(42,046	)		(83,656	)		(93,517	)		(138,910	)
Cash from financing activities		23,702			4,548			73,466			225,464

Share data
Basic earnings (loss) per share		(0.31	)		(0.06	)		0.11			(0.09	)
Diluted earnings (loss) per share		(0.31	)		(0.06	)		0.11			(0.09	)
Share price as at September 30 (TSX - Canadian dollars)		22.74			14.28			22.74			14.28
Weighted average outstanding shares (basic) (millions)		89.6			83.5			88.0			82.5

(In thousands of Canadian dollars)	September 30, 2024		December 31, 2023

Balance sheet information
Cash and cash equivalents		51,162		82,438
Mineral interests, property and equipment		1,220,438		1,128,464
Long-term receivables		119,947		105,947
Secured note liabilities		506,891		573,888

SUSTAINABILITY

Management and the Board of Directors consider more than just environmental, social and governance issues when considering Sustainability. The Company also takes into account diversity, equity, and inclusion (DEI) to form our overall approach to Sustainability. Thus, the Board of Directors and management has incorporated Sustainability into the Company’s goals, priorities, and strategies to operate safely, sustainably, and with the highest governance standards. The Board of Directors has established a Sustainability Committee and granted that Committee oversight responsibilities with respect to the Company’s Sustainability initiatives. This Committee reviews climate-related risks and opportunities each time they meet and shares key discussion points with the full Board of Directors. The Company’s Sustainability strategy encompasses its Sustainability Policy, a strategic framework, and the Company’s Sustainability reporting practice. The Sustainability Policy guides the decisions and behaviors of the Company’s employees, contractors, and the Board of Directors. The policy also governs the strategic framework and Sustainability goals. The Company publishes its Sustainability Report annually covering its performance on measures of Sustainability and approach to participating in the fight against climate change for the preceding year. As the Company operates in the natural resource extraction industry, the Company strives to achieve high operating standards, assessing and mitigating impacts on the physical environment and supporting the communities in which the Company operates.

Page 4

During the second current quarter, the Company published its 2023 Sustainability Report which covers many aspects of sustainability, from enhancing the benefits of our exploration activities to our Treaty and First Nation partners to supporting the social and economic infrastructure essential to the well-being of our surrounding communities. The report provides insights into the sustainability challenges we face and the measures we are taking to meet those challenges.

The report also outlines achievements made in the realm of diversity and inclusion at the Board of Directors level and throughout the organization. The Company has added Indigenous representation on the Board and has increased Indigenous participation in our management team. At the board level, 36% of our Directors are women and 60% board committees are chaired by women and on the Company’s executive team, female representation is at 30%. The report also documents the evolution of a safety culture in the Company, detailing the comprehensive safety practices introduced in 2023 and the procedures for measuring our progress that have been implemented.

The Sustainability Committee continued the work of assessing our climate and nature-related risks and opportunities. We continue to look for additional opportunities to decarbonize and optimize our project design.

The Sustainability report was prepared with select disclosures and guidance from the Sustainability Standards Accounting Board Metals and Mining Industry Standards and the Global Reporting Initiative Standards, as well as metrics designed for specifically for the Company relating to culture, communities and local engagement.

The 2023 Sustainability Report includes Scope 1, 2, and 3 emissions, compliant with the Task Force on Climate-Related Financial Disclosures and subsequent to the quarter end, made submissions for the Climate Disclosure Project scoring that will provide feedback to the Company of its disclosure and environmental performance. Although this reporting is in advance of mandatory reporting, the Company believes the time and resources required to develop the processes, including embedded internal controls over those processes is considerable and further believes the voluntary disclosures will aid in the evolution of its reporting.

Management and the Board of Directors attend workshops to identify, assess and develop plans for relevant climate-related risks and opportunities. The workshops also act to prioritize identified threats, risks and opportunities for the development of action plans. Threats or risks are those associated with the transition to a low-carbon economy, and physical impact risks due to climate change. And finally, scenario analysis is used to assess potential implications to the Company as a whole. The scenarios used by management and the Board of Directors are those developed by the Network for Greening the Financial System and entail evaluating physical and transition risks and impacts to the Company under three future climate change outcomes and three-time horizons. Each scenario and time frame illustrates the highest potential impact and the level of action needed but also common impacts amongst all scenarios. Although potential impacts have been identified such as supply chain instability, increasing investor expectations, extreme weather events and metals price volatility, there are currently no near-term material climate-related risks or opportunities identified within all of these approaches and processes completed by the Company. All risks and uncertainties are discussed within the Company’s most recent Annual Information Form filed on SEDAR+ at www.sedarplus.ca, and the Annual Report on Form 40-F filed on EDGAR at www.sec.gov/edgar.shtml.

Page 5

In the nine months ended September 30, 2024, and to the date of this report, the Company had no significant environmental and safety incidents or concerns that required reporting to government agencies or other regulators.

In addition to the Sustainability Policy, the Company has also implemented its Environmental Policy; Health and Safety Policy including a separate policy on discrimination, bullying, harassment, and violence; a Workplace Employment Policy; and its Policy Statement on Diversity. The Sustainability Reports, including climate strategy, and all of the Company’s policies related to ESG can be found on the Company’s website www.seabridgegold.com.

OUTLOOK

KSM Project

The Company continues its pursuit of a joint venture agreement on the KSM Project with a suitable partner on terms advantageous to the Company, since it does not intend to build or operate the project alone. The KSM Project includes multiple deposits and provides a joint venture partner, or purchaser, flexibility in the design of the project. The 2022 KSM PFS includes recommendations on additional work that could be completed to advance the project, including budget estimates. The work that a joint venture partner might choose to complete could include some or all of this recommended work and may include significantly more work, and so the timing and cost for a joint venture partner to conclude the recommended work or a feasibility study is difficult to predict. The Company plans its work to advance the KSM Project on an annual basis; when the results of one year’s work have been received and analyzed, planning for the next year begins. While planning its programs, the Company will consider the recommended work in the PFS, but the Company will decide work based on its priorities and available financing, the results of its advancement work and the items it believes are best left for a joint venture partner to decide. Plans and objectives for each year are announced in the second quarter of each year and budgets are established at the beginning of each year.

On January 17, 2024, the Company filed its application for the Substantially Started designation for KSM and in July 2024, the Company received its Substantially Started designation from the BC Government for the project. This designation affirms the validity of the BC Environmental Assessment Certificate (“EAC”), for the life of the KSM Project, significantly reducing project risk.

In order to apply for the Substantially Started designation for KSM, in 2023, the Company completed infrastructure work including the construction of fish habitat offsetting ponds, powerline installations, road and bridge, and camp construction. In the current year, the Company continues early works activities, focusing on the continued construction of the power substation but also includes the clearing of additional sites for the location of the proposed additional infrastructure along with other technical and environmental activities.

Page 6

The Company has only prepared preliminary estimates for the cost of additional work at KSM and certain of the work requires further engineering before reasonable cost estimates can be established. The Company’s budget for 2024 activities is estimated at $113.1 million that includes a $54 million prepayment to BC Hydro, $46.9 million site capture and early works, and $12.2 million environmental and social, technical and engineering and other holding or property costs. The budgeted work, to date and for the remainder of 2024, has been and will be funded with cash on hand as well as funds raised through the Company’s At-The-Market (“ATM”) offering and other potential financings.

Iskut Project

At Iskut, the Company conducted its planned 2024 exploration program, including more than 23,000 meters of diamond drilling for a copper/gold porphyry deposit at Snip North, and Bronson Slope targets. Drilling has generated broad widths of important gold and copper grades within a large potassic alteration system at the Snip North target. The scale and character of the mineralization suggest the likelihood of a nearby porphyry intrusive source. The drill programs were extended from the original plan of 12,500 meters and tested for the source copper-gold porphyry that has driven the intermediate sulfidation epithermal mineral systems recognized in the 2023 program. The Bronson Slope mineral resource and the discovery, in 2023, of similar mineralization at Snip North are interpreted to be high-level expressions of intrusive-related porphyry mineralization. Drilling concentrated on Snip North after identifying a clear relationship between copper and gold grades that are related to the source intrusive-related mineralization. Three helicopter-portable drill rigs were employed to complete the 23,000 meters of core drilling this year, at a cost of $13.5 million versus a budgeted cost of $12.0 million.

The next objective at Snip North is to intersect intrusive rock with the veining and alteration characteristic of a copper and gold porphyry deposit.

Environmental work continues on the reclamation and closure plan for the Johnny Mountain mine. Along with other non-reclamation environmental work, project carrying costs, and payroll cost allocation, an additional $2.9 million is expected to be incurred for a total planned spend of $14.8 million for all of 2024.

3 Aces Project

In 2024, at the 3 Aces Project, the Company undertook a $8.4 million exploration program on the 357 km2 project which included drill testing three priority resource expansion targets in the Central Core Area, completing a surface evaluation of three regional targets, reverse circulation drilling of two priority regional targets and completing a regional exploration model, prioritizing targets throughout the property for resource definition in 2025. The Company is pursuing an exploration model that predicts gold is localized along second-order folds. Geological observations so far have documented regional continuity of these phyllite-sandstone contacts.

Additional environmental, technical work and carrying costs for the project amounted to $2.7 million of spending bringing the project’s total above the  budget of $8.4 million.

Snowstorm Project

At Snowstorm, a $1.1 million program was conducted to confirm permits for the Goldstorm target and investigate indirect exploration tools to enhance opportunities for the discovery of a Getchell-style deposit. A program to deploy new technology for discovery of Getchell-style mineralization at Snowstorm is under development. A summary report on Goldstorm targets and recommendations is anticipated for year end.

Page 7

Courageous Lake Project

No significant spending is expected for the Courageous Lake Project as the Company completed and filed the 2024 PFS.

The Company is exploring various alternatives for raising the funding necessary to fund operations and meeting its established objectives. Financing options include the sale of shares, including a possible financing under a Prospectus Supplement to its existing Base Shelf Prospectus, share sales through its ATM program, the sale of a royalty or streaming interest in the KSM Project or other projects, funding from a joint venture partner as part of earning into an interest in the KSM Project and the sale of all or some of Company’s assets.

FINANCIAL RESULTS

	Three months ended September 30,						Nine months ended September 30,
(in thousands of Canadian dollars except where noted)	2024			2023			2024			2023

Remeasurement gain (loss) on secured note liabilities through profit and loss		(42,035	)		11,742			40,720			10,375
Corporate and administrative expenses		(4,000	)		(3,729	)		(13,446	)		(11,598	)
Other income - flow-through shares		3,844			2,596			6,197			4,112
Foreign exchange gain (loss)		5,474			(11,105	)		(13,178	)		(5,407	)
Finance costs and other		(321	)		(174	)		(485	)		(2,318	)
Interest income		896			1,728			2,521			3,227
Earnings (loss) before income taxes		(36,142	)		1,058			22,329			(1,609	)
Income tax (expense) recovery		8,591			(6,350	)		(12,812	)		(5,482	)
Net profit (loss) for the period		(27,551	)		(5,292	)		9,517			(7,091	)

During the current quarter, the Company recorded net loss of $27.6 million, or $0.31 loss per share, on both a basic and diluted basis. During the comparative period of 2023, the Company recorded a net loss of $5.3 million, or $0.06 loss per share, on both a basic and diluted basis.

During the nine months of 2024, the Company recorded net earnings of $9.5 million, or $0.11 per share, on both a basic and diluted basis. During the comparative period of 2023, the Company recorded a net loss of $7.1 million, or $0.09 loss per share, on both a basic and diluted basis.

Re-measurement gain (loss) on secured note liabilities through profit and loss

During the three months ended September 30, 2024, the loss recognized on the remeasurement of the secured note liabilities was primarily driven by a decrease in discount rates, higher metal prices, offset by interest payments. During the nine months ended September 30, 2024, the gain recognized on the remeasurement of the secured note liabilities was the net result of gains due to an increase in discount rates, re-estimating timelines for achieving key milestones and full development of the project to commercial production, and payment of interest, offset by higher metal prices, and the change in the valuation date.

During the third quarter of 2023, the gain recognized on the remeasurement of secured note liabilities was the net result of gains due to a payment of interest, partially offset by losses due to a decrease in discount rates and the impact of a change in the valuation date. During the nine months ended September 30, 2023, the gain recognized on the remeasurement of secured note liabilities was the net result of gain due to an increase in discount, partially offset by rates losses due to an increase in metal price assumptions and the impact of a change in the valuation date.

Page 8

Corporate and administrative expenses

Corporate and administrative expenses are outlined below:

	Three months ended September 30,				Nine months ended September 30,
($000s)	2024		2023		2024		2023
Employee compensation		1,300		1,320		4,658		4,405
Stock-based compensation		833		766		2,880		2,493
Professional fees		1,214		886		3,129		1,822
Other general and administrative		653		757		2,779		2,878
		4,000		3,729		13,446		11,598

Total corporate and administrative expenses for the three months ended September 30, 2024, were $4.0 million compared to $3.7 million in the prior year quarter. The increase was mainly due to higher professional fees. Professional fees increased by $0.3 million mainly due to the higher legal fees associated with the tax audits (discussed below).

Total corporate and administrative expenses for the nine months ended September 30, 2024, were $13.4 million compared to $11.6 million in the prior year. The increase was mainly due to higher professional fees, and higher stock compensation expenses. Professional fees increased by $1.3 million mainly due to the higher costs associated with external consulting, due diligence costs, and higher legal fees associated with the tax audits.

Stock-based compensation expense related to restricted share units (“RSUs”) increased by $0.4 million in the nine months of 2024 compared to the prior year. The increase was primarily attributed to the higher number of unvested RSUs being amortized in the current period compared to the comparative period. As of September 30, 2024, 571,593 RSUs were outstanding compared to 335,266 RSUs outstanding on September 30, 2023. The Company’s stock-based compensation expenses and the RSUs are illustrated in the following tables:

		($000s)
RSUs granted	Number of RSUs		Grant date fair value	Expensed prior to 2023	Expensed in 2023	Expensed in 2024	Balance to be expensed
June 24, 2021	10,000		222	185	37	-	-
September 1, 2021	20,000		454	379	75	-	-
September 7, 2021	10,000		229	191	38	-	-
October 1, 2021	10,000		195	146	49	-	-
July 4, 2022	10,000		159	52	81	26	-
December 13, 2022	305,266		4,991	135	2,820	1,277	759
June 28, 2023	20,000		312	-	52	78	182
December 11, 2023	379,300		4,640	-	117	1,499	3,024
				1,088	3,269	2,880	3,965

Page 9

During the fourth quarter of 2023, 379,300 RSUs were issued, with 48,300 RSUs granted to Board members, 277,500 RSUs granted to executive members, and 53,500 RSUs granted to employees. On December 11, 2023, 11,840 RSUs were vested, representing 1/3 of the RSUs granted to employees in 2022. During Q1 2024 and upon the Company submitting its formal application to BC regulators for the KSM Project to be designated as Substantially Started, 58,066 RSUs, granted in 2022, vested. During Q3 2024, upon the Company receiving its Substantially Started designation from the BC Government, 58,067 RSUs, granted in 2022, vested.

Foreign exchange

	Three months ended September 30,					Nine months ended September 30,
($000s)		2024		2023		2024		2023

Unrealized foreign exchange gain (loss)		5,974		(12,018	)	(13,377	)	(5,736	)
Realized foreign exchange gain (loss)		(500	)	913		199		329
Foreign exchange gain (loss)		5,474		(11,105	)	(13,178	)	(5,407	)

Movements in foreign exchange are primarily due to the revaluation of monetary assets and liabilities as at the balance sheet date and the appreciation or depreciation of the Canadian dollar compared to the US dollar in the current period.

The secured note liabilities are denominated in US dollar. The impact of foreign exchange rate fluctuations on the valuation of the secured note liabilities is recorded as foreign exchange gain (loss) on the interim condensed consolidated statements of operations and comprehensive income (loss). The remaining foreign exchange gains or losses are primarily related to the revaluation of cash and cash equivalents denominated in US dollars. Appreciation of Canadian dollar relative to the US dollar during the current quarter, resulted in a foreign exchange gain on the revaluation of secured note liabilities, and conversely a foreign exchange loss on the revaluation cash and cash equivalents denominated in US dollars.

Other income - flow-through shares

During the three and nine months ended September 30, 2024, the Company recognized $3.8 million and $6.2 million, respectively, of other income related to the flow-through share premium recorded on the financing completed in December 2023 and June 2024 (discussed below). During the comparative periods, the Company recognized $2.6 million and $4.1 million of other income related to the flow-through share premium recorded on the financing completed in December 2022.

Finance costs, interest expense and other losses

Finance costs and other amounted to $0.3 million and $0.5 million in the three and nine months ended September 30, 2024, respectively, compared to $0.2 million and $2.3 million in the three and nine months ended September 30, 2023, respectively. The higher finance costs incurred in 2023 were primarily related to the 2023 Secured Note financing.

Page 10

Interest income

Interest income recognized during the three and nine months ended September 30, 2024, amounted to $0.9 million and $2.5 million, respectively, compared to $1.7 million and $3.2 million for the same periods in the prior year. The interest income resulted from interest earned on cash and cash equivalents during those periods. Higher interest income earned during the three and nine months ended September 30, 2023, was mainly due to higher cash balances during those periods when compared to the same periods in 2024.

Tax expense

During the current quarter, the Company recognized income tax recovery of $8.6 million, primarily due to the taxes arising from the losses during the period, including the loss recognized on remeasurement of the fair value of the secured note liabilities, partially offset by foreign exchange gain and from the renouncement of expenditures related to the flow-through shares issued, which are capitalized for accounting purposes.

During the nine months ended September 30, 2024, the Company recognized income tax expense of $12.8 million, primarily due to the deferred tax liability arising from the gain recognized on remeasurement of the fair value of the secured note liabilities and renouncement of expenditures related to the flow-through shares issued, which are capitalized for accounting purposes, partially offset by income tax recovery arising from the losses, including foreign exchange loss, in the period.

For the three and nine months ended September 30, 2024, the income tax related to the portion of the revaluation of the secured note liabilities recorded through other comprehensive income (loss) was $4.2 million and $13.4 million, respectively, and was recorded through other comprehensive income (loss).

During the three months ended September 30, 2023, the Company recognized income tax expense of $6.4 million, primarily due to the deferred tax liability arising from the gain recognized on remeasurement of the fair value of the 2022 Secured Note, and the renouncement of expenditures related to the December 2022 flow-through shares issued which are capitalized for accounting purposes. The income tax expense was partially offset by income tax recovery arising from the foreign exchange loss and other losses in the period.

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

Page 11

QUARTERLY INFORMATION

Selected financial information for the last eight quarters ending September 30, 2024 is as follows:

	2024								2023											2022
(in thousands of Canadian dollars, except per share amounts)	Q3			Q2		Q1			Q4			Q3			Q2		Q1			Q4
Revenue	-			-		-			-			-			-		-			-
Earnings (loss) for the period		(27,551	)		45,241		(8,173	)		(22,175	)		(5,292	)		8,985		(10,784	)		(25,246	)
Basic earnings (loss) per share		(0.31	)		0.51		(0.09	)		(0.26	)		(0.06	)		0.11		(0.13	)		(0.31	)
Diluted earnings (loss) per share		(0.31	)		0.51		(0.09	)		(0.26	)		(0.06	)		0.11		(0.13	)		(0.31	)

Change in the fair value of the secured note liabilities is summarized in the following table:

	2024									2023											2022
(in thousands of Canadian dollars)	Q3			Q2			Q1			Q4			Q3			Q2		Q1			Q4
Change in fair value through profit or loss:
Remeasurement gain (loss) on secured note liabilities through profit and loss		(42,035	)		68,115			14,640			(40,065	)		11,742			10,379		(11,746	)		(19,496	)
Unrealized foreign exchange gain (loss)		5,972			(5,997	)		(13,351	)		14,881			(12,013	)		5,723		559			(423	)
Total change in fair value gain (loss) through profit or loss		(36,063	)		62,118			1,289			(25,184	)		(271	)		16,102		(11,187	)		(19,919	)
Remeasurement gain (loss) on secured note liabilities through other comprehensive income (loss)		15,521			55,430			(21,351	)		(53,457	)		(32,063	)		8,728		(7,601	)		(22,961	)
Capitalized deferred interest ¹		(3,325	)		(3,335	)		(3,287	)		(6,588	)		-			-		-			-
Total change in fair value		(23,867	)		114,213			(23,349	)		(85,229	)		(32,334	)		24,830		(18,788	)		(42,880	)

1)	Deferred interest expense related to the 2023 Secured Note was classified as capitalized borrowing costs.

Page 12

FINANCIAL CONDITION REVIEW

(In thousands of Canadian dollars)	September 30, 2024		December 31, 2023

Balance sheet information
Cash and cash equivalents		51,162		82,438
Other current assets		12,932		11,513
Non-current assets		1,363,626		1,257,008
Total assets		1,427,720		1,350,959

Current liabilities		28,070		39,409
Non-current liabilities excluding secured note liabilities		29,905		7,739
Secured note liabilities		506,891		573,888
Total liabilities		564,866		621,036
Total equity		862,854		729,923
Total liabilities and equity		1,427,720		1,350,959

Cash and cash equivalents

Cash and cash equivalents decreased mainly as a result of cash used in investing and operating activities, partially offset by cash raised under the Company’s ATM program and flow-through financing (discussed below).

Other current assets

Other current assets primarily consist of HST and other receivables, prepaids, and investments. The increase in other current assets in 2024 was mainly due to a $4.3 million reclamation deposit refund from the BC government that was received subsequent to the quarter end, and $1.3 million increase in market value of marketable securities, offset by $2.8 million decrease in HST receivable. The $4.3 million reclamation deposit was originally made in cash, and it was replaced with a letter of credit in June 2024.

Non-current assets

Non-current assets consist primarily of mineral interests, property and equipment, long-term receivables, reclamation deposits, and investment in associate. The increase relative to the prior-year period was primarily due to investment in mineral interests, property, and equipment at KSM, Iskut and 3 Aces projects, and a $14.0 million deposit made with BC Hydro.

Current liabilities

Current liabilities primarily consist of trade and other payables. The lower current liabilities on September 30, 2024 when compared to December 31, 2023, were mainly due to the payment of $10.6 million to BC Hydro, which was accrued in December 2023 and paid in 2024, partially offset by the reclassification of reclamation obligations from long-term to short-term.

Non-current liabilities

Non-current liabilities excluding secured note liabilities consist primarily of deferred income tax liabilities, provision for reclamation liabilities, and lease obligations. During the nine months ended September 30, 2024, the Company recognized deferred income tax liability of $26.0 million (as at December 31, 2023 – nil) primarily due to the liability arising from the gain recognized on the remeasurement of the fair value of the secured note liabilities.

Page 13

Secured notes liabilities

Secured notes liabilities consist of the U.S. dollar-denominated 2022 and the 2023 secured notes. The fair value of the secured note liabilities decreased relative to the prior-year period, primarily due to an increase in discount rates, re-estimating timelines for the development of the project to commercial production, and settlement of interest. The decrease was partially offset by an increase in fair value resulting from narrower credit spreads, higher metal prices, the appreciation of the U.S. dollar compared to the Canadian dollar, and the impact of valuing the notes at reporting periods closer to maturity.

The change in the fair value of the secured note liabilities during the three and nine months ended September 30, 2024, and the prior-year period is summarized in the following table:

	Three months ended September 30,					Nine months ended September 30,
($000s)		2024		2023		2024		2023
2022 Secured Note:
Remeasurement gain (loss)		(11,940	)	19,793		12,972		18,426
Foreign Exchange gain (loss)		3,167		(6,643	)	(6,742	)	(587	)
Total gain (loss) through profit or loss		(8,773	)	13,150		6,230		17,839
Gain (loss) through other comprehensive income (loss)		6,245		(13,546	)	22,222		(12,419	)
Increase (decrease) in fair value during the period		(2,528	)	(396	)	28,452		5,420

2023 Secured Note:
Remeasurement gain (loss)		(33,420	)	(8,051	)	17,801		(8,051	)
Foreign Exchange gain (loss)		2,805		(5,370	)	(6,633	)	(5,145	)
Total gain (loss) through profit or loss		(30,615	)	(13,421	)	11,168		(13,196	)
Gain (loss) through other comprehensive income (loss)		9,276		(18,517	)	27,378		(18,517	)
Increase (decrease) in fair value during the period		(21,339	)	(31,938	)	38,546		(31,713	)

2022 and 2023 Secured Notes:
Remeasurement gain (loss)		(45,360	)	11,742		30,773		10,375
Foreign Exchange gain (loss)		5,972		(12,013	)	(13,375	)	(5,732	)
Total gain (loss) through profit or loss		(39,388	)	(271	)	17,398		4,643
Gain (loss) through other comprehensive income (loss)		15,521		(32,063	)	49,600		(30,936	)
Increase (decrease) in fair value during the period		(23,867	)	(32,334	)	66,998		(26,293	)

During the three and nine months ended September 30, 2024, the deferred interest related to the 2023 Secured Note, of $3.3 million and $9.9 million, respectively, was classified as capitalized borrowing costs.

Page 14

The company measures the fair value of its secured note liabilities using a discounted cash flow model with a Monte Carlo simulation. In the second fiscal quarter, the Company re-estimated the timelines for achieving key milestones for commercial production. Key assumptions in this model are summarized in the following tables:

2022 Secured Note:

Inputs and assumptions	September 30, 2024			September 30, 2023
Forecast silver production in thousands of ounces		166,144			166,144
Quoted future silver price as at June 30, 2031	US$	37.05		US$	27.06
Risk-free rate		4.1	%		4.7	%
Credit spread		3.7	%		4.7	%
Share price volatility		60	%		60	%
Silver royalty discount factor		10.8	%		9.6	%

2023 Secured Note:

Inputs and assumptions	September 30, 2024			September 30, 2023
Forecast NSR:
Gold in thousands of ounces		10,500			10,500
Silver in thousands of ounces		29,876			29,876
Copper in millions of pounds		19,322			19,322
Molybdenum in millions of pounds		152			152
Quoted future prices as at June 30, 2031
Gold per ounce	US$	3,078.09		US$	2,390.17
Silver per ounce	US$	37.06		US$	27.06
Copper per pound	US$	4.71		US$	3.96
Molybdenum per pound	US$	27.63		US$	33.43
Risk-free rate		4.1	%		4.7	%
Credit spread		3.7	%		4.7	%
Share price volatility		60	%		60	%
NSR royalty discount factor		10.8	%		9.6	%

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

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

Page 15

KSM SITE CAPTURE AND EARLY WORKS

During the nine months ended September 30, 2024 the Company continued site capture and early infrastructure development activities that focused on site power for construction and eventual production at KSM. In July 2024, the Company received its Substantially Started designation from the BC Government for its 100% owned KSM Project. This designation affirms the validity of the BC Environmental Assessment Certificate (“EAC”) for the life of the KSM Project.

Expenditures related to site capture and early work program, started in 2021 and continued through 2024, are illustrated below:

($000s)	Capital expenditures	Prepayments to BC Hydro¹	Capitalized borrowing costs ²	Total
Cost
As at December 31, 2022	178,299	38,500	14,735	231,534
Additions	158,072	54,220	19,403	231,695
As at December 31, 2023	336,371	92,720	34,138	463,229
Additions	31,727	14,000	24,339	70,066
As at September 30, 2024	368,098	106,720	58,477	533,295

In 2022, the Company entered into a Facilities Agreement with British Columbia Hydro and Power Authority (“BC Hydro”) covering the design and construction of facilities by BC Hydro to supply construction phase hydro-sourced electricity to the KSM Project. Pursuant to signing the Facilities Agreement the Company has made $106.7 million in prepayments inclusive of $14 million which was paid in July 2024. These prepayments secure timelines for the KSM Project to draw power for construction and operating phases.

During 2024, the Company incurred $24.3 million (2023 - $19.4 million) of interest expense related to the secured note liabilities that are capitalized at KSM as borrowing costs. The capitalized costs were net of $0.5 million (2023 - $6.9 million) of interest income earned on temporary investments of the borrowed funds.

During the nine months ended September 30, 2024, the Company incurred $31.7 million on capital and camp operating expenditures, including Camp 11, Treaty Creek Access Road (“TCAR”), Taft Fish Habitat Offsetting Ponds, Bell Irving bridge maintenance, development of Camp 11 potable water supply, supply of construction aggregates, consolidation of utilities, and completion of water management systems (discussed below). In 2023, the Company incurred $157.9 million in capital expenditures including road, bridge, and camp construction, hydro installations, fish habitat offsetting programs, and the acquisition and transport of construction equipment and vehicles (discussed below).

Camp

During the nine months ended September 30, 2024, the Company directed its resources toward sourcing and developing a potable water well at Camp 11 including developing a new water well, procuring the pumping materials and engaged in the design and procurement of a water treatment system. The company also completed a permanent stormwater discharge system and continued consolidating electrical utilities to reduce reliance on multiple power generators and lower project fuel use and emissions. Actively pursuing cost savings measures has reduced forecasted site annual operational costs by approximately $2 million.

Roads and Bridges

In 2024, TCAR had numerous repairs performed including road and ditch cleaning, culvert rip rap reinforcements, regrading and cut bank erosion repairs and recertification of temporary bridge infrastructure. Upper TCAR tree clearing commenced to support road design engineering to Saddle. Upper TCAR tree clearing and path building took place in order to support engineering, and the engineering commenced. TCAR from Highway 37 to KM 1.5 and the Bell Irving bridge continue to receive regular inspections and maintenance.

Page 16

Coulter Creek Access Road

In 2023, the construction of the Coulter Creek Access Road (“CCAR”) was completed to KM 3.2 at a cost of $9.5 million. The project involved building the road and putting in measures to control water flow and prevent sediment buildup. No additional work on CCAR has been conducted nor planned for 2024.

Fish Habitat

The Glacier Creek Fish Habitat Offsetting Program, including all bulk and final earthworks, fish habitat structures, specialty gravels, woody debris, mulching, and revegetation, was successfully completed in 2023 at a total cost of $38.2 million. An additional revegetation planting program was completed in the current quarter. Invasive species investigation and removal planning were completed.

Planning for the Taft Creek Fish Habitat Offsetting program commenced in the second quarter and the decision has been made to prepare for construction work in early 2025. Land clearing and earthworks for road and laydown construction commenced in the current quarter.

Land Clearing for Project Infrastructure

In order to further site investigation activities and in preparation for future work, in 2023 initial land-clearing activities took place for many of the permanent infrastructure locations. These locations included Camp 5, the ore processing center, water diversion channel, Mitchell portal pad, Mitchell temporary water treatment plant and muck pads, a water storage dam, and Mitchell Valley onsite roads. Planning for additional work in 2025 is being conducted.

Hydro Installation

In 2024, the Company continued its collaboration with BC Hydro for the extended construction of the Treaty Creek Terminal station. Substantial progress was made with primary tasks accomplished and the ongoing placement of concrete equipment foundations. Negotiations and study are currently in progress with BC Hydro to document and finalize costs to completion.

Pursuant to signing a Facilities Agreement in 2022 and its amendment in March 2024, the Company has made $106.7 million of payments inclusive of $14 million which was accrued during the second quarter of 2024 and paid in the current quarter. Subject to financing, an additional $40 million deposit is scheduled to be paid in December 2024. The objective of the payments made to date, and scheduled for the remainder of the year, is to have the extended transmission lines and the required reinforcement work completed by 2026, years prior to the estimated time that power that will be required for operations. Should the scheduled payments not be made or should the work not be completed by 2026, we do not expect there to be significant impacts on the project or the critical path to operations.

Page 17

MINERAL INTERESTS

During the nine months ended September 30, 2024, the Company added an aggregate of $36.9 million (2023 - $69.7 million) of expenditures that were attributed to mineral interests. The breakdown of the mineral interest expenditures by a project is illustrated in the following table:

	Nine months ended September 30, 2024				Year ended December 31, 2023
($000s)		Amount	Percentage		Amount	Percentage
KSM		10,528	29	%	40,490	58	%
Iskut		15,294	41	%	14,174	20	%
3 Aces		9,567	26	%	6,651	10	%
Snowstorm		742	2	%	4,897	7	%
Courageous Lake		752	2	%	3,520	5	%
Total expenditures		36,883	100	%	69,732	100	%

The mineral interests’ activities by project are further discussed below.

KSM Project

At KSM, the projected economic results of the 2022 PFS with alternate scenarios are illustrated below.

Amounts expressed in US dollars	2022 PFS Base Case			2022 PFS Recent Spot Case			2022 PFS Alternate Case
Metal Prices:
Gold ($/ounce)		1,742			1,850			1,500
Copper ($/pound)		3.53			4.25			3.00
Silver ($/ounce)		21.90			22.00			20.00
Molybdenum ($/lb)		18.00			18.00			18.00
US$/Cdn$ Exchange Rate:		0.77			0.77			0.77
Cost Summary:
Operating costs per ounce of gold produced (years 1 to 7) ¹	$	35		$	-83		$	118
Operating costs per ounce of gold produced (life of mine) ¹	$	275		$	164		$	351
Total cost per ounce of gold produced (inclusive of all capital and closure) ¹	$	601		$	490		$	677
Initial capital (billions)	$	6.4		$	6.4		$	6.4
Sustaining capital (billions)	$	3.2		$	3.2		$	3.2
Unit operating cost (US$/tonne)	$	11.36		$	11.36		$	11.36
Pre-Tax Results:
Net Cash Flow (billions)	$	38.6		$	46.1		$	27.9
NPV @ 5% discount rate (billions)	$	13.5		$	16.4		$	9.2
Internal rate of return		20.1	%		22.4	%		16.5	%
Payback period (years)		3.4			3.1			4.1
Post-Tax Results:
Net Cash Flow (billions)	$	23.9		$	28.6		$	17.1
NPV @ 5% discount rate (billions)	$	7.9		$	9.8		$	5.2
Internal rate of return		16.1	%		18.0	%		13.1	%
Payback period (years)		3.7			3.4			4.3

1)	On a by-product basis

Page 18

The results of the PEA announced in 2022 is a stand-alone mine plan that was undertaken to evaluate a potential future expansion of the KSM mine to the copper-rich Iron Cap and Kerr deposits after the PFS mine plan has been completed. The PEA is primarily an underground block cave mining operation supplemented with a small open pit and is planned to operate for 39 years with a peak mill feed production of 170,000 t/d. The PEA demonstrates that KSM is a potential multigenerational mining project with the flexibility to vary the metal output.

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

The Permit authorizes various activities, including activities on claims held by Tudor, along the route of, what is projected to be, the tunnels that will connect the east and west sides of the KSM Project. The License provides KSMCo the right to occupy the area in which it intends to construct the tunnels. This type of authorization is commonly used by the B.C. government to manage activities that take place on the government-owned land base. The Licence and Permit have been in place for almost a decade and were granted after a thorough regulatory process that included participation by First Nations as well as Tudor’s joint venture partners, American Creek Resources Ltd. and Teuton Resources Corp., who were the owners of the claims at the time. In September 2023, the Company made a submission to both the BC Ministry of Energy, Mines and Low Carbon Innovation (“EMLI”) and the Ministry of Forests arguing for the dismissal of Tudor’s application. In October 2023, EMLI sent letters to each of the Company and Tudor stating that it affirms the province of BC’s authority to grant the License and Permits that authorize mining activities on third-party tenures and giving no indication that either will be cancelled or revoked. On November 17, 2023, Tudor’s submissions prompted a response from the BC Ministry of Water, Land, and Resource Stewardship (“WLRS”) regarding the Company’s current License of Occupation. The WLRS Letter verified that their records show the License of Occupation is in good standing, and there is no justification for canceling it under the empowering statute or relevant License of Occupation provisions. On September 25, 2024, the B.C. government renewed the License of Occupation for the Mitchell Treaty Tunnels at the KSM Project for 20 years until September 27, 2044.

In early 2024, EMLI further clarified their position in a revised letter that states that a Conditional Registration Reserve (CRR) was established by the Chief Gold Commissioner, for the Mitchell Treaty Tunnels area, in 2012, and the CRR prohibits the obstruction, endangerment, or interference, with the construction, operation, and maintenance of the tunnel works by any free miner, including Tudor.

In order to achieve its objectives and milestones, the Company estimates annual costs for each of its mineral interests and tracks costs against those estimates for payroll, environmental and social, technical engineering, exploration, and other holding or property costs. The below information describes those planned and actual incurred costs for the nine months ended September 30, 2024.

Page 19

At KSM, the Company’s 2024 actual and full-year planned expenditures related to the technical and engineering, and environmental and social programs are summarized in the following table:

($000s)	Actual	Plan (full year)
Payroll	2,019	2,916
Technical and engineering	3,393	3,664
Environmental and social	5,200	3,346
Other holding or property	313	2,322
Total	10,925	12,248

Technical and engineering costs include costs related to updating the Mineral Resource Estimate for KSM’s Kerr and Iron Cap deposits. Expenditures in the environmental and social aspects pertain to conducting baseline studies for environmental monitoring at KSM.

Iskut Project

At Iskut, the Company’s 2024 actual and full-year planned expenditures are summarized in the following table:

($000s)	Actual	Plan (full year)
Payroll	1,367	1,510
Exploration	13,465	11,919
Environmental and social	935	1,130
Technical and engineering	12	200
Other holding or property	13	31
Total	15,792	14,790

At Iskut, the Company executed its 2024 exploration program, which included over 23,000 meters of diamond drilling targeting a copper/gold porphyry deposit at Snip North and Bronson Slope. The drilling at Snip North intersected broad zones of significant gold and copper mineralization within a large potassic alteration system, suggesting the presence of a nearby porphyry intrusive source. This mineralization is localized by well-mineralized tuffaceous stratigraphy several hundred meters thick. The drill program was extended from the original plan of 12,500 meters to explore the source of the copper-gold porphyry believed to be responsible for the intermediate sulfidation epithermal mineralization identified in 2023. Drilling focused on Snip North after recognizing a clear correlation between copper and gold grades linked to the source intrusive-related mineralization. Three helicopter-portable rigs completed 23,000 meters of drilling at a cost of $13.5 million, exceeding the budgeted $12.0 million.

In 2023 the Company conducted an extensive drilling program at Iskut based on the analysis of the 2022 drilling and geophysical surveying programs. The work program was designed to test deeper copper-gold porphyry systems and to expand the Bronson Slope mineral resource. Three helicopter-portable core drills were used for this program which entailed the completion of 17 drill holes exceeding 19,500 meters of core. Results of 2023 program identified broad zones of sericite-pyrite-carbonate alteration associated with continuous low gold grades. In addition, the first drill program on the Snip North target has found a new porphyry mineral system. The discovery consists of the intact, well-preserved upper parts of a copper-gold porphyry which is identified as an intermediate sulfidation epithermal occurrence.

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

In addition to exploration work at Iskut, the Company continued its planned 2024 reclamation and closure activities at the Johnny Mountain mine site. During 2024, work included submittal of the 2023 Annual Reclamation Report. Reported within the provision for reclamation liabilities and in support of the reclamation and closure of the Johnny Mountain Mine, during the nine months ended September 30, 2024, the Company incurred $0.52 million of costs compared to the $0.75 million full-year plan in 2024.

Page 20

Snowstorm Project

At Snowstorm, the Company’s 2024 actual and full-year planned expenditures are summarized in the following table:

($000s)	Actual	Plan (full year)
Payroll	236	319
Exploration and Environmental	142	403
Other holding or property	364	401
Total	742	1,123

At Snowstorm, during 2023, the Company evaluated the results of the drilling program that commenced in late 2022 and was completed in early 2023. The 2024 exploration effort was dedicated to understanding the geology encountered in drilling and its relationship to prospective host gold mineralization. Additional research was conducted to evaluate new technologies that could assist in targeting gold concentrations. Several indirect targeting systems were reviewed, and we continue to research systems that can improve target identification for deployment in 2025. Access and permit conditions were reviewed for initiating an initial drill program on the Goldstorm target.

3 Aces Project

At 3 Aces, the Company’s 2024 actual and full-year planned expenditures are summarized in the following table:

($000s)	Actual	Plan (full year)
Payroll	926	1,344
Exploration	7,705	5,860
Environmental & technical services	831	1,312
Other holding or property	105	45
Total	9,567	8,561

In 2024, the Company completed a 7,600-meter drill program at 3 Aces and evaluated resource expansion potential at three targets in the Central Core Area, and completed an initial evaluation on three regional targets. An updated 3-dimensional model has been built that brings together results from the drilling and historical drill programs to indicate the likelihood of continuous mineralization between previously isolated historical deposits in the CCA. Additional costs per meter drilled in 2024 accounted for the main overrun in exploration expenditures in 2024, over plan. The 2023 drill program confirmed these extensions of historical discoveries, including localized high-grade zones, within the favorable parts of the regional fold architecture.

Page 21

Courageous Lake Project

At Courageous Lake, the Company’s 2024 actual and full-year planned expenditures are summarized in the following table:

($000s)	Actual	Plan (full year)
Payroll	290	444
Environmental and social	47	149
Technical and engineering	245	200
Other property or holding costs	170	176
Total	752	969

As reported in prior periods, the Company continues to evaluate the best path forward at its Courageous Lake Project in NWT. Options include securing a joint venture partner, the sale of all or a portion of the project to unlock shareholder value or conducting additional exploration outside the area of known reserves and resources.

In 2024, the Company filed an updated Preliminary Feasibility Study (the “2024 PFS”) for Courageous Lake. The 2024 PFS all-open pit mine plan shows a considerably more profitable mining operation and incorporates design changes that improve its performance on certain sustainability measures compared to its 2012 predecessor, with reduced initial capital, lower strip ratio, higher grade, and smaller mine footprint. The 2024 PFS outlines the production of 2.5 million ounces of gold over the initial 12.6-year life of mine. A stand-alone analysis of the potential expansion below the 2024 PFS mine plan was included as a Preliminary Economic Assessment (“2024 PEA”) forming a separate part of the PFS.

Significant changes from the 2012 PFS include:

●

A 73% increase in after-tax NPV of 5% to US$523 million from US$303 million in 2012

●

A 50% reduction in initial capital from US$1,522 million to US$747 million

●

Increased after-tax IRR from 7.3% to 20.6%

●

Reduced capital payback period from 11.2 years to 2.8 years

●

Average gold reserve grade increased 19% from 2.2 g/t to 2.6 g/t

●

Life of mine strip ratio reduced by 39% from 12.5 to 7.58

●

38% increase in estimated measured and indicated gold resources from 8.0 million to 11.0 million ounces.

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LIQUIDITY AND CAPITAL RESOURCES

The Company’s working capital position at September 30, 2024, was $36.0 million compared to $54.5 million on December 31, 2023 (see table below). Decreased cash resources resulted from the cash used in early works infrastructure work at KSM, environmental, reclamation, and exploration projects, and corporate and administrative costs, offset by cash raised through equity issuances (discussed below). Included in current liabilities at September 30, 2024, is $5.7 million of flow-through premium liability which is a non-cash item (December 31, 2023 - $5.5 million) and will be reduced as flow-through expenditures are incurred.

The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. The Company signed an amendment to the Facilities Agreement with BC Hydro for additional payments of $14 million, paid in July 2024, and $40 million, due in December 2024. As the Company does not generate cash inflows from operations, the Company is dependent upon external sources of financing to fund its exploration projects and on-going activities and will exercise discretion as needed with respect to proceeding with certain planned expenditures, including additional payments pursuant to the Facilities Agreement with BC Hydro.The Company has in place an ATM offering that allows for the issuance of up to US$100 million of its common shares and has been an effective source of funding. During the nine months ended September 30, 2024, the Company raised $55.4 million (year ended December 31, 2023 - $42.8 million). Subsequent to the quarter end, the Company raised an additional $14.2 million through its ATM offering. The Company intends to fully utilize the remaining $26.0 million of the ATM offering currently in place The Company believes that with this additional financing and other options that are within the Company’s control, it will have sufficient liquidity to continue its operations and meet its obligations for the next twelve months. When required, the Company will seek additional sources of cash to cover its proposed exploration and development programs at its key projects, in the form of equity financing or from the sale of non-core assets.

($000s)	September 30, 2024	December 31, 2023
Assets
Current assets
Cash and cash equivalents	51,162	82,438
Amounts receivable and prepaid expenses	7,863	7,763
Investment in marketable securities	5,069	3,750
Total current assets	64,094	93,951

Liabilities and shareholders’ equity
Current liabilities
Accounts payable and accrued liabilities	18,383	32,734
Flow-through share premium	5,709	5,543
Lease obligations	349	373
Provision for reclamation liabilities	3,629	759
Total current liabilities	28,070	39,409
Working Capital ⁽¹⁾	36,024	54,542

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

Secured Notes

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

Page 23

The key terms of the 2023 Secured Note include:

●

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

Commercial production being achieved at KSM; and

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

●

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

●

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

●

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

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

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

●

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

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

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

On July 26, 2024, KSM received the Substantially Started designation from the BC government. This designation affirms the validity of the EAC for the life of the KSM Project and virtually eliminates the possibility that the investors can put the secured note back to the Company for the EAC expiry.

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

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

Page 24

The 2023 Secured Note was recognized at its estimated fair value at initial recognition of $198.8 million (US$150 million) using a discounted cash flow model with a Monte Carlo simulation. This incorporated several scenarios and probabilities of the EAC expiring, achieving commercial production and securing project financing, metal prices forecasts and discount rates. During the nine months ended September 30, 2024, the fair value of the 2023 Secured Note decreased, and the Company recorded a $38.5 million gain (year ended December 31, 2023 - $80.7 million loss) on the remeasurement.

On March 24, 2022, the Company entered into an agreement selling a secured note (“2022 Secured Note”) that is to be exchanged at maturity for a 60% gross silver royalty (the “Silver Royalty”) on the KSM Project to Sprott Resource Streaming and Royalty Corp. and Ontario Teachers’ Pension Plan (jointly, the “Investors”) for US$225 million. The proceeds of the financing were to be used to continue ongoing physical works at KSM and advance the project towards a designation of Substantially Started. The Substantially Started designation ensures the continuity of the KSM Project’s approved EAC for the life of the project. The key terms of the 2022 Secured Note include:

●

Commercial production being achieved at KSM; and

●

Prior to its maturity, the 2022 Secured Note bears interest at 6.5% per annum, payable quarterly in arrears. The Company can elect to satisfy interest payments in cash or by delivering common shares.

●

If KSM’s EAC expires at anytime while the 2022 Secured Note is outstanding, the Investors can put the 2022 Secured Note back to the Company for US$247.5 million at any time over the following nine months, with the Company able to satisfy such amount in cash or by delivering common shares at its option. If the Investors exercise this put right, the Investors’ right to purchase the Silver Royalty terminates. On July 26, 2024, KSM received the Substantially Started designation from the BC government. This designation affirms the validity of the EAC for the life of the KSM Project and virtually eliminates the possibility that the Investors can put the secured note back to the Company for the EAC expiry.

●

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

●

Page 25

The 2022 Secured Note was recognized at its estimated fair value at initial recognition of $282.3 million (US$225 million) using a discounted cash flow model with a Monte Carlo simulation. This incorporated several scenarios and probabilities of the EAC expiring, achieving commercial production and securing project financing, silver prices forecast from five-year quoted forward price, and the discount rates. During the nine months ended September 30, 2024, the fair value of the 2022 Secured Note decreased, and the Company recorded a $28.5 million gain (year ended December 31, 2023 - $30.8 million loss) on the remeasurement.

To satisfy the interest payment on the 2022 Secured Note, during the current quarter the Company issued 776,519 common shares in respect of the interest incurred during the nine months ended September 30, 2024 (year ended December 31, 2023 - 1,285,178 common shares).

Other Financings

During the first quarter of 2021, the Company entered into an agreement with two securities dealers, for an ATM offering program, entitling the Company, at its discretion, and from time to time, to sell up to US$75 million in value of common shares of the Company. This program was in effect until the Company’s US$775 million Shelf Registration Statement, that expired in December 2022, was replaced with a new US$750 million the same month. During the first quarter of 2023, a US$100 million prospectus supplement was filed and the program was renewed. In the first quarter of 2023, the Company entered into a new agreement with two securities dealers, for an ATM offering program, entitling the Company, at its discretion, and from time to time, to sell up to US$100 million in value of common shares of the Company. This program can be in effect until the Company’s US$750 million Shelf Registration Statement expires in January 2025. In 2023, the Company issued 2,516,839 shares, at an average selling price of $17.36 per share, for net proceeds of $42.8 million under the Company’s ATM offering. During the nine months ended September 30, 2024, the Company issued 2,750,609 shares, at an average selling price of $20.57 per share, for net proceeds of $55.4 million under the Company’s ATM offering. As at September 30, 2024, US$26.0 million of its common shares continued to be available under the ATM offering. Subsequent to the quarter end, the Company issued 583,940 shares, at an average selling price of $24.87 per share, for net proceeds of $14.2 million under the Company’s ATM offering.

Subsequent to the quarter end, on October 22, 2024, the Company issued a total of 80,500 flow-through common shares at an average $31.08 per common share for aggregate gross proceeds of $2.5 million. The Company committed to renounce its ability to deduct qualifying exploration expenditures for the equivalent value of the gross proceeds of the flow-through financing and transfer the deductibility to the purchasers of the flow-through shares. The effective date of the renouncement was December 31, 2024. At the time of issuance of the flow-through shares, $0.2 million premium was recognized as a liability on the interim condensed consolidated statements of financial position.

On June 5, 2024, the Company issued a total of 575,000 flow-through common shares at an average $31.26 per common share for aggregate gross proceeds of $18.0 million. The Company committed to renounce its ability to deduct qualifying exploration expenditures for the equivalent value of the gross proceeds of the flow-through financing and transfer the deductibility to the purchasers of the flow-through shares. The effective date of the renouncement is December 31, 2024. At the time of issuance of the flow-through shares, $6.4 million premium was recognized as a liability on the interim condensed consolidated statements of financial position. During the current quarter, the Company incurred $1.8 million of qualifying exploration expenditures and $0.7 million of the premium was recognized through other income on the consolidated statements of operations and comprehensive income (loss).

In December 2023, the Company issued a total of 875,150 flow-through common shares at an average $22.34 per common share for aggregate gross proceeds of $19.6 million. The Company committed to renounce its ability to deduct qualifying exploration expenditures for the equivalent value of the gross proceeds of the flow-through financing and transfer the deductibility to the purchasers of the flow-through shares. The effective date of the renouncement was December 31, 2023. At the time of issuance of the flow-through shares, $5.5 million premium was recognized as a liability on the consolidated statements of financial position. During the nine months ended September 30, 2024, the Company incurred $19.6 million of qualifying exploration expenditures and $5.5 million of the premium was recognized through other income on the consolidated statements of operations and comprehensive income (loss).

Page 26

During the nine months ended September 30, 2024, the Company received $0.9 million upon the exercise of 50,000 stock options.

During 2024, operating activities, including working capital adjustments, used $11.4 million cash compared to $14.2 million cash used by operating activities in the prior-year period. The decrease in cash used in operating activities was mainly due to working capital movement, lower environmental rehabilitation disbursements, lower financing costs, that was partially offset by higher general and administrative expenses and lower interest income. Operating activities in the near term are expected to remain stable or increase marginally given the growth in projects and corporate activity in the Company.

The Company will continue its objective of advancing its major gold projects, KSM and Courageous Lake, and further explore the Iskut, Snowstorm, and 3 Aces projects to either sell or enter into joint venture arrangements with major mining companies. The market for metals streams and royalty interests seems to be growing and the Company will determine the merits of disposing of options it holds on non-core net profits interests and net smelter returns. Financing future exploration and development may include the selling or entering into new streaming and royalty arrangements.

COMMITMENTS AND CONTINGENCIES

The Company has the following commitments as at September 30, 2024:

	Payments due by years
($000s)	Total		2024		2025-26		2027-28		2029-30
2022 Secured Note – interest		123,625		4,945		39,560		39,560		39,560
2023 Secured Note – interest		101,607		-		48,859		26,374		26,374
Capital expenditure obligations		20,210		20,210		-		-		-
Flow-through share expenditures		16,125		-		16,125		-		-
Mineral interests		7,530		-		1,634		2,510		3,386
Lease obligation		2,707		263		1,109		881		454
		271,804		25,418		107,287		69,325		69,774

The cost to complete the construction is estimated to be $32.9 million of which the Company had paid $24.9 million to BC Hydro as at December 31, 2023, and the remaining balance was paid during the first quarter of 2024. In addition, the Facilities Agreement requires $59.8 million in security or cash from the Company for BC Hydro system reinforcement which is required to make the power available of which the Company had paid $57.1 million to BC Hydro as at December 31, 2023, and the remaining balance was paid during the first quarter of 2024. The $59.8 million system reinforcement security will be forgiven annually, typically over a period of less than 8 years, based on project power consumption. On March 21, 2024, the Company signed an amendment to the Facilities Agreement with BC Hydro for additional payments that are scheduled for $14.0 million in July 2024, and $40.0 million, subject to financing, will be paid in December 2024. As at September 30, 2024, prepayments to complete the design and construction amounted to $106.7 million inclusive of $14.0 million paid during the current quarter.

Page 27

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

OTHER CONTINGENCIES

As previously disclosed in the Company’s prior years financial statements and in its unaudited condensed consolidated interim financial statements for the period ended September 30, 2024, in 2019 the Company received a notice from the Canada Revenue Agency (“CRA”) that it proposed to reduce the amount of expenditures reported as Canadian Exploration Expenses (“CEE”) for the three-year period ended December 31, 2016. The Company has funded certain of its exploration expenditures, from time-to-time, with the proceeds from the issuance of flow-through shares and renounced, to subscribers, the expenditures which it determined to be CEE. The notice disputes the eligibility of certain types of expenditures previously audited and approved as CEE by the CRA. The Company strongly disagrees with the notice and responded to the CRA auditors with additional information for their consideration. In 2020, the CRA auditors responded to the Company’s submission and, although accepting additional expenditures as CEE, reiterated that their position remains largely unchanged and subsequently issued reassessments to the Company reflecting the additional CEE expenditures accepted and $2.3 million of Part Xll.6 tax owing. The CRA has reassessed certain investors who subscribed for the flow-through shares, reducing CEE deductions. Notice of objections to the Company’s and investors’ reassessments have been filed for all those that have been received and will be appealed to the courts, should the notice of objections be denied. The Company has indemnified the investors that subscribed for the flow-through shares and that have been reassessed by depositing the amount of their reassessments, including interest charges, into the accounts of the reassessed investors with the Receiver General in return for such investors agreement to object to their respective reassessments and to repay the Company any refund of the amount deposited on their behalf upon resolution of the Company’s appeal. During 2021, 2022 and 2023, the Company deposited $9.4 million into the accounts of certain investors with the Receiver General. The deposits made have been recorded as long-term receivables on the statement of financial position as at September 30, 2024. The potential tax indemnification to the investors is estimated to be $10.8 million, plus $3.5 million potential interest. No provision has been recorded related to the tax, potential interest, nor the potential indemnity as the Company and its advisors do not consider it probable that there will ultimately be an amount payable. The Company will continue to defend its position and both parties have agreed to hold the objections and appeal in abeyance, pending the judgement awaited for the BCMETC trial, discussed below.

During 2016, upon the completion of an audit of the application by tax authorities of the British Columbia Mineral Exploration Tax Credit (“BCMETC”) program, the Company was reassessed $3.6 million, including accrued interest for expenditures that the tax authority has categorized as not qualifying for the BCMETC program. The Company recorded a $3.6 million provision within non-trade payables and accrued expenses on the consolidated statements of financial position as at December 31, 2016 with a corresponding increase in mineral interests. In 2017 the Company filed an objection to the reassessment with the appeals division of the tax authorities and paid one-half of the accrued balance to the Receiver General and reduced the provision by $1.8 million. In 2019, the Company received a decision from the appeals division that the Company’s objection was denied, and the Company filed a Notice of Appeal with the British Columbia Supreme Court. The Attorney General of Canada replied to the facts and arguments in the Company’s Notice of Appeal and stated its position that the Company’s expenditures did not qualify for the BCMETC program. During the first quarter of 2023, the Company completed the discovery process with the Department of Justice that included settling an agreed statement of facts. The Company presented its case in the BC Supreme Court during the current quarter. Based on the facts and circumstances of the Company’s objection and its arguments made in court, the Company concludes that it is more likely than not that it will be successful in its objection. As at September 30, 2024, the Company has paid $1.6 million to the Receiver General, and the CRA has withheld $2.3 million of HST credits due to the Company that would fully cover the residual balance, including interest, should the Company be unsuccessful in its challenge. The amount recorded in long-term receivables as of September 30, 2024 of $3.9 million includes the initial reassessment of $3.6 million, plus accrued interest.

Page 28

CONTROLS AND PROCEDURES

The Company’s management under the supervision of the Chief Executive Officer and Chief Financial Officer are responsible for designing adequate internal controls over financial reporting or causing them to be designed under their supervision in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Management is responsible for establishing and maintaining adequate internal controls over financial reporting. The control framework used is Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Disclosure Controls and Procedures and Internal Controls over Financial Reporting

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

Disclosure controls and procedures have been designed to ensure that information required to be disclosed by the Company is recorded, processed, summarized and reported within the time periods specified in the rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company is accumulated and communicated to management as appropriate, to allow timely decisions regarding required disclosure. The Company’s Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation of the design of the disclosure controls and procedures as of September 30, 2024, that they are appropriately designed.

Limitations of Controls and Procedures

The Company’s management, including the Chief Executive Officer and Chief Financial Officer, believes that any internal controls over financial reporting and disclosure controls and procedures, no matter how well designed, can have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance that the objectives of the control system are met.

Changes to Internal Controls Over Financial Reporting

There has been no change in the Company’s design of internal controls and procedures over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting during the period covered by this MD&A.

Cybersecurity

The Company’s management is responsible for cybersecurity risks that face the Company, and the Board of Directors has granted the Audit Committee the authority to oversee management’s assessment of those risks and their prevention and mitigation approaches and to investigate any material breaches. To date, there have been no material breaches of security measures.

An independent privacy assessment review and systems penetration test was completed in 2023. The review reported on the vulnerability and assessed the level of protection from external threats to the Company’s data and information systems. During the fourth quarter of 2023, a cyber security framework was developed and implemented.

Page 29

SHARES ISSUED AND OUTSTANDING

On November 13, 2024, the issued and outstanding common shares of the Company totaled 90,975,220. In addition, there were 561,261 RSUs. Assuming the conversion of all of the RSUs, there would be 91,536,481 common shares issued and outstanding.

Related Party Transactions

RECENT ACCOUNTING PRONOUNCEMENTS

Refer to Note 2 in the Company’s unaudited interim condensed consolidated financial statements for the period ended September 30, 2024.

CRITICAL ACCOUNTING ESTIMATES

Refer to Note 4 in the Company’s audited consolidated financial statements for the year ended December 31, 2023.

RISKS AND UNCERTAINTIES

The risks and uncertainties are discussed within the Company’s most recent Annual Information Form filed on SEDAR at www.sedarplus.com, and the Annual Report on Form 40-F filed on EDGAR at www.sec.gov/edgar.shtml.

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

The consolidated financial statements and management’s discussion and analysis and any other materials included with them contain certain forward-looking statements relating but not limited to the Company’s expectations, intentions, plans and beliefs. Forward-looking information can often be identified by forward-looking words such as “anticipate”, “believe”, “expect”, “goal”, “plan”, “intend”, “estimate”, “may” and “will” or similar words suggesting future outcomes, or other expectations, beliefs, estimates, plans, objectives, assumptions, intentions or statements about future events or performance. Forward-looking information may include reserve and resource estimates and expected changes to them, estimates of future production and related financial analysis, unit costs, costs of capital projects and timing of commencement of operations, and is based on current expectations that involve several business risks and uncertainties. Factors that could cause actual results to differ materially from any forward-looking statement include, but are not limited to, failure to establish estimated resources and reserves, the grade and recovery of ore which is mined varying from estimates, capital and operating costs varying significantly from estimates, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects and other factors. Forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from expected results.

Potential shareholders and prospective investors should be aware that these statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those suggested by the forward-looking statements. Shareholders are cautioned not to place undue reliance on forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and various future events will not occur. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking information whether as a result of new information, future events or other such factors which affect this information, except as required by law.

Page 30

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Seabridge Gold (NYSE:SA)
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Von Dez 2023 bis Dez 2024

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