Seabridge Gold Inc. 2025年度报告

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ The annual report on Form 40-F shall be incorporated by reference into or as an exhibit to, as applicable, the Registrant’s RegistrationStatements under the Securities Act of 1933, as amended: Form F-10 (File No. 333-283616) and Form S-8 (File No. 333-211331). EXPLANATORY NOTE Seabridge Gold Inc. (the “Registrant” or “we” or “us”) is a Canadian issuer eligible to file its annual report pursuant toSection 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F (“Form 40-F”) pursuant to themulti-jurisdictional disclosure system of the Exchange Act. We are a “foreign private issuer” as defined in Rule 3b-4 under theExchange Act. Accordingly, our equity securities are exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act PRINCIPAL DOCUMENTS The following documents have been filed as part of this Annual Report on Form 40-F and incorporated by reference herein: A. Annual Information Form For our Annual Information Form (the “AIF”) for the year ended December 31, 2025, see Exhibit 99.1 of this Annual Reporton Form 40-F. B. Audited Annual Financial Statements For our audited annual financial statements (“Audited Financial Statements”), for the years ended December 31, 2025 andDecember 31, 2024, including the Report of Independent Registered Public Accounting Firm, see Exhibit 99.2of this Form 40-F. TheAudited Financial Statements are stated in Canadian Dollars (Cdn$) and are prepared in accordance with International Financial C. Management’s Discussion and Analysis For our management’s discussion and analysis (the “MD&A”) for the year ended December 31, 2025, see Exhibit 99.3 of thisForm 40-F. FORWARD-LOOKING STATEMENTS This Form 40-F and the exhibits attached hereto contain “forward-looking statements” within the meaning of Section 27A ofthe Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, and forward-looking informationwithin the meaning of Canadian securities laws concerning our projects, business approach and plans, including estimated production,capital, operating and cash flow estimates and other matters at our projects. Any statements that express or involve discussions withrespect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but notalways, using words or phrases such as “expects”, “anticipates”, “plans”, “projects”, “estimates”, “assumes”, “intends”, “strategy”,“goals”, “objectives” or variations thereof or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” Forward-looking statements are necessarily based on estimates and assumptions made by us in light of our experience andperception of historical trends, current conditions and expected future developments. In making the forward-looking statements in thisForm 40-F and the exhibits attached hereto, we have applied several material assumptions including, but not limited to, the assumptionthat: (i) any additional financing needed will be available on reasonable terms; (ii) the potential for production at our mineral projectswill continue operationally, legally, economically and socially; (iii) market fundamentals will result in sustained demand and prices for Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that couldcause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without ●the Issuer’s history of net losses and negative cash flows from operations and expectation of future losses and negativecash flows from operations; ●although the Issuer has identified a preferred potential partnership candidate for the KSM Project, there is no assurancethat terms of a partnership for advancing the KSM Project will be agreed; ●risks related to the Issuer’s ability to continue its exploration