Seabridge Gold Reaches Agreement to Sell Grassy Mountain NPI for US$7.5 Million

Seabridge Gold Reaches Agreement to Sell Grassy Mountain NPI for US$7.5 Million

PR Newswire

Trading Symbols:
TSX: SEA
NYSE: SA

TORONTO, Dec. 3, 2013 /PRNewswire/ – Seabridge Gold today announced that it has
agreed to sell its 10% net profits interest in the Grassy Mountain
Project for proceeds of US$7.5 million. The sale is conditional on the
concurrent completion of the sale to Rockstar Resources Inc.
(“Rockstar”) by Calico Resources Corp. (“Calico”) of its wholly owned
subsidiary, Calico Resources USA Corp. (“Calico USA“), as announced by
Calico on December 3, 2013. Calico USA is the owner of the Grassy
Mountain Project, having acquired it from Seabridge upon exercise of an
option for a 100% interest in the project originally granted in April,
2011.

Under the terms of acquisition of the Grassy Mountain Project by Calico
USA, Seabridge retained a 10% net profits interest (the “NPI”) in the
Grassy Mountain Project. In addition, within the 30 days following
Calico’s receipt of a feasibility study on the Grassy Mountain Project,
Seabridge has the right to elect to cause Calico to purchase the NPI
for US $10,000,000 (the “NPI Put”). In connection with the purchase of
the Grassy Mountain Project by Rockstar, Seabridge has agreed to
provide a discharge of the NPI and NPI Put to Calico for payment of
US$5 million from Rockstar and US $2.5 million from Calico.

Completion of the purchase of the Grassy Mountain Project by Rockstar is
conditional on Calico obtaining shareholder approval and TSX Venture
Exchange approval of the transaction, amongst other things. Seabridge,
which owns 10,104,000 shares of Calico or about 19.5% of its shares,
has agreed to vote in favor of the transaction between Rockstar and
Calico but may terminate this agreement if it receives a superior
proposal. Seabridge also owns Calico Special Warrants entitling it to a
further 2,896,000 shares of Calico. Seabridge’s agreement to provide a
discharge of the NPI and NPI Put is conditional on the conversion of
the outstanding Special Warrants of Calico into shares for no
additional consideration. Calico will receive gross proceeds of US$30
million
and a 1% net smelter returns royalty on the Grassy Mountain
Project from the sale of Calico USA and Seabridge will be Calico’s
largest shareholder with approximately 23.8% of its shares after
conversion of the Special Warrants.

Rudi Fronk, Chairman and CEO of Seabridge, commented that the Rockstar
transactions “continue our stated program of divesting non-core assets
for cash which can be used to advance our KSM and Courageous Lake
projects. One of our key objectives as a Company is to increase gold
ownership per share, which we have been able to accomplish for more
than 10 successive years. Exploration success has been the main reason
why, during this period, we have been able to grow measured and
indicated gold resources nearly 10 times faster than our share count
but the sale of non-core assets has also made an important contribution
by generating significant cash for operations with no share dilution.”

Seabridge holds a 100% interest in several North American gold resource
projects. The Company’s principal assets are the KSM property located
near Stewart, British Columbia, Canada and the Courageous Lake gold
project located in Canada’s Northwest Territories. For a breakdown of
Seabridge’s mineral reserves and resources by project and category
please visit the Company’s website at http://www.seabridgegold.net/resources.php.

All reserve and resource estimates reported by the Corporation were
calculated in accordance with the Canadian National Instrument 43-101
and the Canadian Institute of Mining and Metallurgy Classification
system. These standards differ significantly from the requirements of
the U.S. Securities and Exchange Commission. Mineral resources which
are not mineral reserves do not have demonstrated economic viability.

This document contains “forward-looking information” within the meaning
of Canadian securities legislation and “forward-looking statements”
within the meaning of the United States Private Securities Litigation
Reform Act of 1995. This information and these statements, referred to
herein as “forward-looking statements” are made as of the date of this
document. Forward-looking statements relate to future events or future
performance and reflect current estimates, predictions, expectations or
beliefs regarding future events and include, but are not limited to,
statements with respect to: (i) completion of the acquisition of the
Grassy Mountain Project by Rockstar, which is conditional on
shareholder and TSX Venture Exchange approval of the transaction,
amongst other things; (ii) completion of the conversion of Special
warrants of Calico into shares of Calico, which is conditional on
shareholder approval of such conversion; (iii) the percentage of
outstanding shares of Calico held by Seabridge after conversion of the
Special Warrants into Calico shares; (iv) the estimated amount and
grade of mineral reserves and mineral resources; (v) estimates of
capital costs of constructing mine facilities and bringing a mine into
production, including financing payback periods; (vi) the amount of
future production; and (vii) estimates of operating costs, net cash
flow and economic returns from an operating mine. Any statements that
express or involve discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives or future events
or performance (often, but not always, using words or phrases such as
“expects”, “anticipates”, “plans”, “projects”, “estimates”,
“envisages”, “assumes”, “intends”, “strategy”, “goals”, “objectives” or
variations thereof or stating that certain actions, events or results
“may”, “could”, “would”, “might” or “will” be taken, occur or be
achieved, or the negative of any of these terms and similar
expressions) are not statements of historical fact and may be
forward-looking statements.

All forward-looking statements are based on Seabridge’s or its
consultants’ current beliefs as well as various assumptions made by
them and information currently available to them. These assumptions
include: (i) that no additional shares of Calico will be issued before
the Special Warrants are converted into shares of Calico; (ii) the
presence of and continuity of metals at the Project at modeled grades;
(iii) the capacities of various machinery and equipment; (iv) the
availability of personnel, machinery and equipment at estimated prices;
(v) exchange rates; (vi) metals sales prices; (vii) appropriate
discount rates; (viii) tax rates and royalty rates applicable to the
proposed mining operation; (ix) financing structure and costs; *
anticipated mining losses and dilution; (xi) metallurgical performance;
(xii) reasonable contingency requirements; (xiii) success in realizing
proposed operations; (xiv) receipt of regulatory approvals on
acceptable terms, including the necessary right of way for the proposed
tunnels; and (xv) the negotiation of satisfactory terms with impacted
Treaty and First Nations groups. Although management considers these
assumptions to be reasonable based on information currently available
to it, they may prove to be incorrect. Many forward-looking statements
are made assuming the correctness of other forward looking statements,
such as statements of net present value and internal rates of return,
which are based on most of the other forward-looking statements and
assumptions herein. The cost information is also prepared using current
values, but the time for incurring the costs will be in the future and
it is assumed costs will remain stable over the relevant period.

By their very nature, forward-looking statements involve inherent risks
and uncertainties, both general and specific, and risks exist that
estimates, forecasts, projections and other forward-looking statements
will not be achieved or that assumptions do not reflect future
experience. We caution readers not to place undue reliance on these
forward-looking statements as a number of important factors could cause
the actual outcomes to differ materially from the beliefs, plans,
objectives, expectations, anticipations, estimates assumptions and
intentions expressed in such forward-looking statements. These risk
factors may be generally stated as the risk that the assumptions and
estimates expressed above do not occur, but specifically include,
without limitation: risks relating to variations in the mineral content
within the material identified as mineral reserves or mineral resources
from that predicted; variations in rates of recovery and extraction;
developments in world metals markets; risks relating to fluctuations in
the Canadian dollar relative to the US dollar; increases in the
estimated capital and operating costs or unanticipated costs;
difficulties attracting the necessary work force; increases in
financing costs or adverse changes to the terms of available financing,
if any; tax rates or royalties being greater than assumed; changes in
development or mining plans due to changes in logistical, technical or
other factors; changes in project parameters as plans continue to be
refined; risks relating to receipt of regulatory approvals or
settlement of an agreement with impacted First Nations groups; the
effects of competition in the markets in which Seabridge operates;
operational and infrastructure risks and the additional risks described
in Seabridge’s Annual Information Form filed with SEDAR in Canada
(available at
www.sedar.com) for the year ended December 31, 2012 and in the Corporation’s Annual
Report Form 40-F filed with the U.S. Securities and Exchange Commission
on EDGAR (available at
www.sec.gov/edgar.shtml). Seabridge cautions that the foregoing list of factors that may affect
future results is not exhaustive.

When relying on our forward-looking statements to make decisions with
respect to Seabridge, investors and others should carefully consider
the foregoing factors and other uncertainties and potential events.
Seabridge does not undertake to update any forward-looking statement,
whether written or oral, that may be made from time to time by
Seabridge or on our behalf, except as required by law.

ON BEHALF OF THE BOARD
“Rudi Fronk”
Chairman and CEO

SOURCE Seabridge Gold Inc.

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