__
|
REGISTRATION
STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
OR
|
|
XX
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 for the fiscal year ended December 31,
2007
|
OR
|
|
__
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For
the transition period from __________ to
_______________
|
OR
|
|
__
|
SHELL
COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Date
of event requiring this shell company report ______________
For
the transition period from __________ to
_______________
|
Title of each
class
|
Name of each exchange
on which registered
|
Common
Stock, no par value
|
American
Stock Exchange
|
Common
Stock, no par value
|
TSX
Venture Exchange
|
PAGE
|
||
Item
1.
|
9
|
|
Item
2.
|
10
|
|
Item
3.
|
10
|
|
Item
4
|
20
|
|
Item
4A
|
42
|
|
Item
5.
|
42
|
|
Item
6.
|
49
|
|
Item
7.
|
59
|
|
Item
8.
|
60
|
|
Item
9.
|
60
|
|
Item
10.
|
62
|
|
Item
11.
|
72
|
|
Item
12.
|
73
|
|
Item
13.
|
73
|
|
Item
14.
|
73
|
|
Item
15.
|
73
|
|
Item
16A.
|
74
|
|
Item
16B.
|
74
|
|
Item
16C.
|
75
|
|
Item
16D.
|
75
|
|
Item
16E.
|
75
|
|
Item
17.
|
75
|
|
Item
18.
|
75
|
|
Item
19.
|
75
|
To
Convert from Metric
|
To
Imperial
|
Multiply
by
|
Hectares
|
Acres
|
2.471
|
Meters
|
Feet
(ft.)
|
3.281
|
Kilometers
(km)
|
Miles
|
0.621
|
Tonnes
|
Tons
(2000 pounds)
|
1.102
|
Grams/tonne
|
Ounces
(troy/ton)
|
0.029
|
S.E.C
Industry Guide
|
National
Instrument 43-101
|
Reserve: That part of a
mineral deposit which could be economically and legally extracted or
produced at the time of the reserve determination. The United States
Securities and Exchange Commission requires a final or full Feasibility
Study to support either Proven or Probable Reserves and does not recognize
other classifications of mineralized deposits.
|
Mineral Reserve: The
economically mineable part of a Measured or Indicated Mineral Resource
demonstrated by at least a Preliminary Feasibility study. This
study must include adequate information on mining, processing,
metallurgical, economic and other relevant factors that demonstrate, at
the time of reporting, that economic extraction can be
justified.
|
Proven Reserves:
Reserves for which a quantity is computed from dimensions revealed in
outcrops, trenches, workings or drill holes; grade and/or quality are
computed from the results of detailed sampling and measurement are spaced
so closely and the geologic character is so well defined that size, shape,
depth, and mineral content of reserves are well
established.
|
Proven Mineral Reserve:
The economically mineable part of a Measured Mineral Resource
demonstrated by at least a Preliminary Feasibility study. This study must
include adequate information on mining, processing, metallurgical,
economic and other relevant factors that demonstrate, at the time of
reporting, that economic extraction is justified.
|
Probable Reserves: For
which quantity and grade and/or quality are computed from information
similar to that used for proven reserves, but the sites for inspection,
sampling and measurement are farther apart or are otherwise less
adequately spaced. The degree of assurance, although lower than
that for proven reserves, is high enough to assume continuity between
points of observation.
|
Probable Mineral Reserve:
The economically mineable part of an indicated, and in some
circumstances, a Measured Mineral Resource, demonstrated by at least a
Preliminary Feasibility Study. This study must include adequate
information on mining, processing, metallurgical, economic and other
relevant factors that demonstrate, at the time of reporting, that economic
extraction can be justified.
|
Name
|
Position
|
Business
Address
|
James
Anthony
|
Chairman
and Director
|
106
Front Street East, 4th
Floor,
Toronto,
Ontario M5A 1E1
Canada
|
Rudi
Fronk
|
President,
Chief
Executive Officer and Director
|
106
Front Street East, 4th
Floor,
Toronto,
Ontario M5A 1E1
Canada
|
Frederick
Banfield
|
Director
|
3544
E. Fort Lowell,
Tucson,
Arizona 85716
|
William
Calhoun
|
Director
|
P.O.
Box 0090
Silverton,
Idaho 83867
|
Louis
J. Fox
|
Director
|
3200
North Ocean Blvd, #2410
Fort
Lauderdale, Florida 33308
|
Eliseo
Gonzalez-Urien
|
Director
|
10911
Corp Ranch Rd.
Ashland,
Oregon 95720
|
Thomas
Dawson
|
Director
|
106
Front Street East, 4th
Floor,
Toronto,
Ontario M5A 1E1
Canada
|
William
Threlkeld
|
Senior
Vice President
|
106
Front Street East, 4th
Floor,
Toronto,
Ontario M5A 1E1
Canada
|
Roderick
Chisholm
|
Chief
Financial Officer and Corporate Secretary
|
106
Front Street East, 4th
Floor,
Toronto,
Ontario M5A 1E1
Canada
|
Year
|
Year
|
Year
|
Year
|
Year
|
|
Ended
|
Ended
|
Ended
|
Ended
|
Ended
|
|
12/31/07
|
12/31/06
|
12/31/05
|
12/31/04
|
12/31/03
|
|
Interest
Income
|
$823
|
$363
|
$135
|
$83
|
$107
|
Net
Loss
|
$5,542
|
$3,300
|
$1,157
|
$1,226
|
$1,338
|
Net
Loss Per Share
|
$0.15
|
$0.10
|
$0.04
|
$0.04
|
$0.05
|
Dividends
Per Share
|
$0
|
$0
|
$0
|
$0
|
$0
|
Weighted
Average Shares (000)
|
35,991
|
33,459
|
30,682
|
28,876
|
26,191
|
Working
Capital
|
$25,020
|
$6,420
|
$10,603
|
$4,220
|
$1,886
|
Mineral
Properties
|
$62,668
|
$53,262
|
$24,395
|
$20,999
|
$16,635
|
Long-Term
Debt
|
$0
|
$0
|
$0
|
$0
|
$0
|
Shareholders’
Equity
|
$86,747
|
$59,279
|
$35,385
|
$25,703
|
$19,154
|
Total
Assets
|
$89,862
|
$61,244
|
$37,085
|
$27,172
|
$22,869
|
US
GAAP Net Loss
|
$15,415
|
$14,161
|
$5,127
|
$6,671
|
$5,255
|
US
GAAP Loss Per Share
|
$0.43
|
$0.42
|
$0.17
|
$0.23
|
$0.20
|
US
GAAP Weighted Average Shares (000)
|
35,991
|
33,459
|
30,682
|
28,876
|
26,191
|
US
GAAP Shareholders’ Equity
|
$53,074
|
$34,326
|
$19,727
|
$13,616
|
$12,132
|
US
GAAP Total Assets
|
$56,188
|
$36,684
|
$21,848
|
$15,287
|
$15,756
|
US
GAAP Mineral Properties
|
$28,995
|
$28,649
|
$9,159
|
$9,113
|
$9,522
|
Average
|
High
|
Low
|
Close
|
|
Year
Ended 12/31/07
|
$1.07
|
$1.19
|
$0.92
|
$0.99
|
Year
Ended 12/31/06
|
$1.13
|
$1.17
|
$1.10
|
$1.17
|
Year
Ended 12/31/05
|
$1.21
|
$1.27
|
$1.15
|
$1.17
|
Year
Ended 12/31/04
|
$1.30
|
$1.39
|
$1.18
|
$1.20
|
Year
Ended 12/31/03
|
$1.39
|
$1.58
|
$1.29
|
$1.29
|
Three
Months Ended 12/31/07
|
$0.98
|
$1.02
|
$0.92
|
$0.99
|
Three
Months Ended 9/30/07
|
$1.04
|
$1.08
|
$1.00
|
$1.00
|
Three
Months Ended 6/30/07
|
$1.08
|
$1.16
|
$1.06
|
$1.06
|
Three
Months Ended 3/31/07
|
$1.17
|
$1.19
|
$1.15
|
$1.15
|
Three
Months Ended 12/31/06
|
$1.14
|
$1.17
|
$1.12
|
$1.17
|
Three
Months Ended 9/30/06
|
$1.12
|
$1.14
|
$1.11
|
$1.12
|
Three
Months Ended 6/30/06
|
$1.11
|
$1.17
|
$1.10
|
$1.12
|
Three
Months Ended 3/31/06
|
$1.15
|
$1.17
|
$1.13
|
$1.17
|
Three
Months Ended 12/31/05
|
$1.17
|
$1.19
|
$1.15
|
$1.17
|
Three
Months Ended 9/30/05
|
$1.19
|
$1.24
|
$1.16
|
$1.16
|
Three
Months Ended 6/30/05
|
$1.24
|
$1.27
|
$1.21
|
$1.23
|
Three
Months Ended 3/31/05
|
$1.23
|
$1.23
|
$1.20
|
$1.21
|
(1)
|
The
Company's 100% interest in the Quartz Mountain project is subject to the
terms of an option agreement with Quincy Energy Corp. (which subsequently
became Golden Predator Mines Inc.) under which Quincy can earn up to a
62.5% interest in portions of the
property.
|
United
States:
|
$ | 8,855,729 | ||
Canada:
|
$ | 48,991,219 | ||
Mexico:
|
$ | 6,316,381 |
Measured
|
Indicated
|
||||
Tonnes
(000’s)
|
Grade
(g/T)
|
Ounces
(000’s)
|
Tonnes
(000’s)
|
Grade
(g/T)
|
Ounces
(000’s)
|
6,531
|
2.85
|
598
|
56,577
|
2.05
|
3,729
|
Inferred
|
||
Tonnes
(000’s)
|
Grade
(g/T)
|
Ounces
(000’s)
|
101,394
|
1.89
|
6,161
|
Zone
|
Indicated
Mineral Resources
|
||||
Tonnes
(000)
|
Gold
(g/t)
|
Copper
(%)
|
Gold
Ounces
(000)
|
Copper
Pounds
(millions)
|
|
Mitchell
|
734,163
|
0.69
|
0.18
|
16,287
|
2,913
|
Kerr
|
206,272
|
0.25
|
0.45
|
1,651
|
2,037
|
Sulphurets
|
74,655
|
0.75
|
0.24
|
1,798
|
388
|
Total
|
1,015,090
|
0.61
|
0.24
|
19,736
|
5,338
|
Zone
|
Inferred
Mineral Resources
|
||||
Tonnes
(000)
|
Gold
(g/t)
|
Copper
(%)
|
Gold
Ounces
(000)
|
Copper
Pounds
(millions)
|
|
Mitchell
|
667,421
|
0.62
|
0.15
|
13,304
|
2,206
|
Kerr
|
51,387
|
0.21
|
0.45
|
352
|
506
|
Sulphurets
|
33,636
|
0.62
|
0.20
|
675
|
147
|
Total
|
752,444
|
0.59
|
0.18
|
14,331
|
2,859
|
Summary
operating results ($)
|
2007
|
2006
|
2005
|
|||
Interest
income
|
823,000
|
363,000
|
135,000
|
|||
Operating
costs
|
6,984,000
|
5,658,000
|
2,113,000
|
|||
Loss
|
5,542,000
|
3,300,000
|
1,157,000
|
|||
Loss
per share
|
0.15
|
0.10
|
0.04
|
Summary balance
sheets ($)
|
2007
|
2006
|
2005
|
|||
Current
assets
|
25,698,000
|
6,855,000
|
10,896,000
|
|||
Mineral
interests
|
62,668,000
|
53,262,000
|
24,395,000
|
|||
Total
assets
|
89,862,000
|
61,244,000
|
37,085,000
|
|||
Total
long-term liabilities
|
2,436,000
|
1,530,000
|
1,407,000
|
4th Quarter
Ended
December 31,
2007
|
3rd Quarter
Ended
September
30, 2007
|
2nd Quarter
Ended
June 30, 2007 |
1st Quarter
Ended
March 31,
2007
|
|||||||||||||
Revenue
|
$
|
Nil
|
$
|
Nil
|
$
|
Nil
|
$
|
Nil
|
||||||||
Loss
for period
|
$
|
(1,336,000 | ) |
$
|
(1,473,000 | ) |
$
|
(1,947,000 | ) |
$
|
(786,000 | ) | ||||
Loss
per share
|
$
|
(0.04 | ) |
$
|
(0.04 | ) |
$
|
(0.05 | ) |
$
|
(0.02 | ) |
4th Quarter
Ended
December 31,
2006
|
3rd Quarter
Ended
September 30,
2006
|
2nd Quarter
Ended
June 30, 2006
|
1st Quarter
Ended
March 31,
2006
|
|||||||||||||
Revenue
|
$
|
Nil
|
$
|
Nil
|
$
|
Nil
|
$
|
Nil
|
||||||||
Income
(loss) for period
|
$
|
(1,598,000 | ) |
$
|
(1,878,000 | ) |
$
|
(1,134,000 | ) |
$
|
1,310,000 | |||||
Income
(loss) per share
|
$
|
(0.05 | ) |
$
|
(0.06 | ) |
$
|
(0.03 | ) |
$
|
0.04 |
Contractual
Obligations
($,000)
|
Payments
due by period
|
|||||
Total
|
2008
|
2009-11
|
2012-13
|
After
2013
|
||
Mineral
interests
|
8,283
|
1,069
|
3,530
|
2,456
|
1,228
|
|
Reclamation
liabilities
|
1,849
|
24
|
-
|
162
|
1,663
|
|
Business
premises operating lease
|
438
|
101
|
303
|
34
|
-
|
|
10,570
|
1,194
|
3,833
|
2,652
|
2,891
|
Payments
due by period
|
||||||
Total
|
2008
|
2009-11
|
2012-13
|
After
2013
|
||
Mineral
interests
|
8,283
|
1,069
|
3,530
|
2,456
|
1,228
|
|
Reclamation
liabilities
|
1,849
|
24
|
-
|
162
|
1,663
|
|
Business
premises operating lease
|
438
|
101
|
303
|
34
|
-
|
|
10,570
|
1,194
|
3,833
|
2,652
|
2,891
|
Name
|
Age
|
Date First
Elected/Appointed
|
James
Anthony
|
60
|
October
1999
|
Rudi
Fronk
|
49
|
October
1999
|
Frederick
Banfield (1,3)
|
65
|
October
1999
|
William
Calhoun (1,2,3)
|
75
|
February
2000
|
Thomas
Dawson (1,3)
|
71
|
January
2006
|
Louis
Fox (2,3)
|
65
|
January
2000
|
Eliseo
Gonzalez-Urien (2,3)
|
67
|
January
2006
|
(1)
|
Member
of Audit Committee.
|
(2)
|
Member
of Compensation Committee
|
(3)
|
Member
of Corporate Governance and Nominating
Committee
|
Name
|
Position
|
Age
|
Date
of
Appointment
|
James
Anthony
|
Chairman
|
60
|
October
1999
|
Rudi
Fronk
|
President
and CEO
|
49
|
October
1999
|
William
Threlkeld
|
Senior
Vice President
|
53
|
November
2001
|
Roderick
Chisholm
|
Secretary
and CFO
|
58
|
August
2004
|
Name
|
Year
|
Salary
|
Options Granted (1)
|
Other Compensation (5)
|
Rudi
Fronk,
President,
CEO and Director
|
2007
2006
2005
|
$300,000
$300,000
$250,000
|
Nil
250,000
Nil
|
$450,000
Nil
$7,750
|
James
Anthony,
Chairman
|
2007
2006
2005
|
Nil
Nil
Nil
|
Nil
125,000
Nil
|
$360,000
$144,000
$120,000
|
Frederick
Banfield,
Director
|
2007
2006
2005
|
Nil
Nil
Nil
|
Nil
100,000
Nil
|
US$20,000
US$20,000
US$20,000
|
William
Calhoun,
Director
|
2007
2006
2005
|
Nil
Nil
Nil
|
Nil
100,000
Nil
|
US$21,500
US$21,250
US$20,000
|
Thomas
Dawson (2)
|
2007
2006
|
Nil
Nil
|
Nil
50,000
|
US$27,500
US$27,500
|
Henry
Fenig (3),
Director
|
2007
2006
2005
|
Nil
Nil
Nil
|
Nil
100,000
Nil
|
US$11,250
US$21,250
US$20,000
|
Louis
Fox,
Director
|
2007
2006
2005
|
Nil
Nil
Nil
|
Nil
100,000
Nil
|
US$20,000
US$20,000
US$20,000
|
Eliseo
Gonzalez-Urien (2)
|
2007
2006
|
Nil
Nil
|
Nil
50,000
|
US$37,250
US$36,000
|
Roderick
Chisholm
Secretary
and CFO
|
2007
2006
2005
|
Nil
Nil
Nil
|
60,000
(4)
Nil
Nil
|
$201,501
$240,000
$145,000
|
William
Threlkeld,
Senior
VP
|
2007
2006
2005
|
US$150,000
US$120,000
US$120,000
|
60,000
(4)
Nil
50,000
|
US$75,000
US$120,000
US$25,000
|
(a)
|
representing
the interests of the shareholders in all significant decisions affecting
the Company and ensuring that shareholders are kept informed of
developments affecting their
Company;
|
(b)
|
reviewing
and approving corporate objectives, goals and strategies with a view to
enhancing shareholder value;
|
(c)
|
reviewing
and approving the Company’s operating plans and monitoring
performance;
|
(d)
|
reviewing
significant operational and financial issues as they arise and providing
direction to management on these
matters;
|
(e)
|
acting
diligently to ensure that the Company fulfils its legal and regulatory
requirements;
|
(f)
|
evaluating
the effectiveness of senior management and establishing their
compensation; and
|
(g)
|
evaluating
whether or not directors receive the information they require to perform
their duties as directors.
|
(a)
|
reviews
the annual statements of the Company and makes recommendations to the
Board with respect to these
statements,
|
(b)
|
reviews
the quarterly financial statements and makes recommendations to the Board
regarding these financial
statements,
|
(c)
|
reviews
and approves financial information in all prospectuses, offering
circulars, and similar documents,
|
(d)
|
oversees
the adequacy and accuracy of the Company’s financial disclosure policies
and obligations,
|
(e)
|
reviews
significant accounting policies and
estimates,
|
(f)
|
monitors
the Company’s internal controls, financial systems and procedures, and
management information systems,
|
(g)
|
oversees
management’s reporting on internal
control,
|
(h)
|
meets
with the Company’s auditors to review management’s financial stewardship
and to review their recommendations to management,
and
|
(i)
|
recommends
the appointment of auditors and reviews the terms of the audit engagement
and the appropriateness of the proposed
fee,
|
(j)
|
reviews
through discussions or by way of a formal document the plan followed for
the annual audit with the auditors and
management,
|
(k)
|
evaluates
the performance of the auditors,
|
(l)
|
confirms
the independence of auditors,
|
(m)
|
establishes
procedures for the receipt, retention and treatment of complaints received
regarding accounting, internal accounting controls or auditing matters,
and
|
(n)
|
establishes
procedures for the confidential, anonymous submission by employees of
concerns regarding questionable accounting or auditing
matters.
|
1.
|
Prepare
and recommend to the Board on an annual basis, proposed goals for the
Company and its CEO and a mandate for the
CEO;
|
2.
|
Ensure
that the Board is adequately informed of developments and issues within
the Company such that it is able to fulfill its duties and
responsibilities;
|
3.
|
Ensure
that the Board reviews and approves all major corporate decisions which
could reasonably be expected to affect shareholder
value;
|
4.
|
Assess
the effectiveness of the Board as a whole, of each of the directors and of
each committee of directors and consider the impact that the number of
directors has on effectiveness of the
Board.
|
5.
|
Conduct
an annual discussion among non-management directors on the role and
effectiveness of independent
directors;
|
6.
|
Ensure
that each Board Committee has a clear, written mandate and is performing
diligently the tasks necessary to limit Board
liability;
|
7.
|
Oversee
the administration of the Company’s Fair Disclosure Policy and Insider
Trading Policy;
|
8.
|
Oversee
an annual review of each director’s business interests in accordance with
the Company’s Conflict of Interest Policy to ascertain which conflicts
might exist with respect to the interests of Seabridge and how such
conflicts, if any, are to be managed so as to ensure the independence of
directors and to protect the interests of Seabridge and its
shareholders;
|
9.
|
Review
disclosure of corporate governance matters to ensure that shareholders are
adequately informed of the Board’s procedures for governance on their
behalf.
|
1.
|
On
an annual basis, review the total compensation of the President and Vice
President(s) against their performance, mandates and goals and make
recommendations on their compensation to the
Board;
|
2.
|
Review,
approve and recommend to the Board for confirmation all grants of options
to all directors and employees; ensure the proper administration of the
Company’s options program in conformity with the Company’s Option
Plan;
|
3.
|
Review
on an annual basis the Company’s overall hiring and compensation practices
with reference to industry norms.
|
Title
of
Class
|
Name of Beneficial Owner
|
Amount
and Nature
of
Beneficial
Ownership
|
Percent
of
Class
|
Common
|
James
Anthony (1)
|
1,353,125
|
3.62%
|
Common
|
Rudi
Fronk (2)
|
1,300,000
|
3.46%
|
Common
|
Frederick
Banfield (3)
|
245,000
|
0.66%
|
Common
|
William
Calhoun (4)
|
196,667
|
0.53%
|
Common
|
Thomas
Dawson (5)
|
71,000
|
0.19%
|
Common
|
Louis
Fox (6)
|
325,000
|
0.87%
|
Common
|
Eliseo
Gonzalez-Urien
|
47,000
|
0.13%
|
Common
|
William
Threlkeld (7)
|
375,000
|
1.00%
|
Common
|
Roderick
Chisholm (8)
|
242,600
|
0.65%
|
Total
Directors/Officers (9)
|
4,155,392
|
10.84%
|
(1)
|
Of
these shares 125,000 represent currently exercisable share purchase
options; and 543,334 shares are held
indirectly.
|
(2)
|
Of
these shares 250,000 represent currently exercisable share purchase
options
|
(3)
|
Of
these shares 100,000 represent currently exercisable share purchase
options
|
(4)
|
Of
these shares 100,000 represent currently exercisable share purchase
options
|
(5)
|
Of
these shares 50,000 represent currently exercisable share purchase
options
|
(6)
|
Of
these shares 100,000 represent currently exercisable share purchase
options
|
(7)
|
Of
these shares 50,000 represent exercisable share purchase options and
60,000 represent share purchase options subject to shareholder approval,
40,000 of which are subject to certain vesting
requirements
|
(8)
|
Of
these shares 130,000 represent exercisable share purchase options and
60,000 represent share purchase options subject to shareholder approval,
40,000 of which are subject to certain vesting
requirements
|
(9)
|
See
notes (1) through (8)
|
TSX
Venture Exchange (“SEA”)
|
American
Stock Exchange (“SA”)
|
|||||||
(Canadian
Dollars)
|
(United
States Dollars)
|
|||||||
Volume
|
High
|
Low
|
Close
|
Volume
|
High
|
Low
|
Close
|
|
Annual
Information
|
||||||||
2007
|
9,372,726
|
$39.00
|
$12.98
|
$29.29
|
95,565,460
|
$39.50
|
$11.02
|
$29.44
|
2006
|
8,767,525
|
$17.25
|
$9.15
|
$16.55
|
48,816,200
|
$15.30
|
$8.13
|
$14.12
|
2005
|
6,202,194
|
$12.00
|
$2.40
|
$11.01
|
26,737,194
|
$10.49
|
$1.91
|
$9.40
|
2004
|
5,228,619
|
$6.00
|
$2.90
|
$4.30
|
4,596,350
|
$4.20
|
$2.12
|
$3.63
|
2003
|
10,919,486
|
$5.50
|
$1.86
|
$5.30
|
N/A
|
N/A
|
N/A
|
N/A
|
Quarterly
Information
|
||||||||
3
Months Ended 31-Dec-07
|
1,775,750
|
$39.00
|
$23.09
|
$29.29
|
24,899,116
|
$39.50
|
$23.85
|
$29.44
|
3
Months Ended 30-Sep-07
|
2,008,758
|
$35.23
|
$22.01
|
$30.06
|
40,196,000
|
$33.49
|
$20.60
|
$30.18
|
3
Months Ended 30-Jun-07
|
4,049,104
|
$22.10
|
$15.50
|
$21.67
|
18,621,148
|
$20.94
|
$14.31
|
$20.51
|
3
Months Ended 31-Mar-07
|
1,539,114
|
$20.05
|
$12.98
|
$16.75
|
11,849,196
|
$17.31
|
$11.02
|
$14.60
|
3
Months Ended 31-Dec-06
|
1,391,284
|
$17.25
|
$11.85
|
$16.55
|
11,068,200
|
$15.00
|
$10.50
|
$14.12
|
3
Months Ended 30-Sep-06
|
2,314,143
|
$16.91
|
$11.50
|
$13.95
|
14,299,800
|
$15.30
|
$10.21
|
$12.53
|
3
Months Ended 30-Jun-06
|
2,932,525
|
$13.10
|
$9.15
|
$13.05
|
12,451,100
|
$11.95
|
$8.13
|
$11.60
|
3
Months Ended 31-Mar-06
|
2,129,673
|
$11.75
|
$7.94
|
$10.28
|
10,997,100
|
$10.13
|
$6.69
|
$8.90
|
Monthly
Information
|
||||||||
February
2008
|
291,400
|
$29.48
|
$21.52
|
$26.64
|
5,176,508
|
$29.27
|
$12.24
|
$27.18
|
January
2008
|
655,900
|
$33.09
|
$18.60
|
$25.03
|
16,456,979
|
$33.55
|
$17.75
|
$24.95
|
December
2007
|
233,883
|
$30.45
|
$25.00
|
$29.29
|
6,545,821
|
$30.49
|
$24.89
|
$29.44
|
November
2007
|
729,143
|
$35.16
|
$23.09
|
$25.37
|
8,709,295
|
$37.65
|
$23.85
|
$25.33
|
October
2007
|
812,724
|
$37.98
|
$28.31
|
$33.84
|
9,644,000
|
$39.50
|
$28.57
|
$36.10
|
September
2007
|
589,807
|
$32.89
|
$24.54
|
$30.06
|
11,059,500
|
$31.84
|
$23.00
|
$30.18
|
August
2007
|
722,267
|
$35.23
|
$22.01
|
$24.70
|
14,571,900
|
$33.49
|
$20.60
|
$23.42
|
July
2007
|
696,684
|
$32.24
|
$22.75
|
$31.15
|
14,564,600
|
$30.25
|
$21.00
|
$29.21
|
|
1.
|
Agreement
for the purchase and sale of the Red Mountain Project and Willoughby Joint
Venture between Seabridge and North American Metals
Corp.
|
|
2.
|
Agreement
between the Company and Platoro West Incorporated covering the
Castle/Black Rock project;
|
|
3.
|
Agreement
between the Company and Platoro West Incorporated covering the Hog Ranch
project;
|
|
4.
|
Agreement
between the Company and Placer Dome covering the Kerr/Sulphurets
project;
|
|
5.
|
Agreement
between the Company and Atlas covering the Grassy Mountain
project;
|
|
6.
|
Agreement
between the Company and Quartz Mountain Resources covering the Quartz
Mountain project.
|
|
7.
|
Agreement
between the Company and Noranda Inc. covering the Kerr/Sulphurets
project.
|
|
8.
|
Agreement
between the Company, Newmont Canada and Total Resources covering the
Courageous Lake project.
|
|
9.
|
Agreement
between the Company and Minera Hecla S.A. de C.V. covering the Noche Buena
project.
|
Payments
Due
(US$)
|
||||||||||||
Property
|
2008
|
2009
|
2010
|
|||||||||
Grassy
Mountain
|
$ | 73,600 | $ | 73,600 | $ | 73,600 | ||||||
Quartz
Mountain (1)
|
$ | 10,000 | $ | 10,000 | $ | 10,000 | ||||||
Castle/Black
Rock
|
$ | 41,700 | $ | 41,700 | $ | 41,700 | ||||||
Hog
Ranch
|
$ | 57,700 | $ | 57,700 | $ | 57,700 | ||||||
Other
Nevada Properties
|
$ | 441,300 | $ | 442,300 | $ | 442,300 |
2007
|
2006
|
|||||||
Audit
fees
|
$ | 136,000 | $ | 70,000 | ||||
Audit
related fees
|
30,000 | 30,000 | ||||||
Tax
Fees
|
3,500 | 0 | ||||||
All
Other Fees
|
0 | 0 | ||||||
$ | 169,500 | $ | 100,000 |
1.
|
Certificate
of Incorporation, Certificates of Name Change, Articles of Incorporation,
Articles of Amalgamation and By-Laws (filed as Exhibit 1 to the Company’s
Registration Statement on Form 20-F, dated February 18, 2004, (File No.
000-50657) (the “Initial Form 20-F”) and incorporated herein by reference
thereto).
|
2.
|
Instruments
defining the rights of holders of the securities being registered (see
Exhibit Number 1).
|
3.
|
Voting
Trust Agreements – N/A
|
4.
|
Material
Contracts
|
|
1.
|
Agreement
for the purchase and sale of the Red Mountain Project and Willoughby Joint
Venture between Seabridge and North American Metals Corp. (incorporated by
reference to Exhibit 4-1 in Initial Form
20-F).
|
|
2.
|
Agreement
between the Company and Platoro West Incorporated covering the
Castle/Black Rock project (incorporated by reference to Exhibit 4-2 in
Initial Form 20-F).
|
|
3.
|
Agreement
between the Company and Platoro West Incorporated covering the Hog Ranch
project (incorporated by reference to Exhibit 4-3 in Initial Form
20-F).
|
|
4.
|
Agreement
between the Company and Placer Dome covering the Kerr/Sulphurets project
(incorporated by reference to Exhibit 4-4 in Initial Form
20-F).
|
|
5.
|
Agreement
between the Company and Atlas covering the Grassy Mountain project
(incorporated by reference to Exhibit 4-5 in Initial Form
20-F).
|
|
6.
|
Agreement
between the Company and Quartz Mountain Resources covering the Quartz
Mountain project (incorporated by reference in Exhibit 4-9 in Initial Form
20-F).
|
|
7.
|
Agreement
between the Company and Noranda Inc. covering the Kerr/Sulphurets project
(incorporated by reference to Exhibit 4-7 in Initial Form
20-F).
|
|
8.
|
Agreement
between the Company, Newmont Canada and Total Resources covering the
Courageous Lake project (incorporated by reference to Exhibit 4-8 in
Initial Form 20-F).
|
|
9.
|
Agreement
between the Company and Minera Hecla S.A. de C.V. covering the Noche Buena
project (incorporated by reference to Exhibit 9 to the Company’s Form 20-F
for the year ended December 31,
2006).
|
|
a)
|
Seabridge
Gold Corporation, a Nevada corporation incorporated December 28, 2001,
100% owned.
|
|
b)
|
Pacific
Intermountain Gold Corporation, a Nevada corporation incorporated on April
26, 2002, 100% owned
|
|
c)
|
5073
N.W.T. Limited, a company incorporated under the laws of the Northwest
Territories on July 9, 2002, 100%
owned.
|
|
d)
|
Minera Seabridge Gold SA de CV, a
company incorporated in Mexico, 100%
owned.
|
13.1(*)
|
13.2(*)
|
KPMG
LLP
Chartered
Accountants
Suite
3300 Commerce Court West
PO
Box 31 Stn Commerce Court
Toronto
ON M5L 1B2
Canada
|
Telephone
Fax
Internet
|
(416)
777-8500
(416)
777-8818
www.kpmg.ca
|
Consolidated
Balance Sheets
December
31, 2007 and 2006
(in
Canadian dollars)
|
2007
2006
|
|||||||||
ASSETS
|
|||||||||
CURRENT
ASSETS
|
|||||||||
Cash and cash equivalents (Note
3)
|
$ | 13,480,147 | $ | 5,578,691 | |||||
Cash held for exploration
expenditures (Note 6)
|
- | 206,815 | |||||||
Short-term deposits (Note
3)
|
11, 557,493 | - | |||||||
Amounts receivable and prepaid
expenses
|
420,069 | 904,437 | |||||||
Marketable
securities
|
240,695 | 165,001 | |||||||
25,698,404 | 6,854,944 | ||||||||
MINERAL
INTERESTS (Note 4)
|
62,667,850 | 53,262,180 | |||||||
RECLAMATION
DEPOSITS (Note 5)
|
1,305,171 | 1,069,900 | |||||||
PROPERTY
AND EQUIPMENT
|
190,308 | 56,772 | |||||||
$ | 89,861,733 | $ | 61,243,796 | ||||||
LIABILITIES
|
|||||||||
CURRENT
LIABILITIES
|
|||||||||
Accounts payable and
accruals
|
$ | 678,827 | $ | 435,148 | |||||
PROVISIONS
FOR RECLAMATION LIABILITIES (Note 5)
|
1,849,475 | 1,529,948 | |||||||
FUTURE
INCOME TAX LIABILITIES (Notes 6 and 9)
|
586,562 | - | |||||||
3,114,864 | 1,965,096 | ||||||||
SHAREHOLDERS’ EQUITY
(Note 6)
|
|||||||||
SHARE
CAPITAL
|
109,736,473 | 66,774,637 | |||||||
STOCK
OPTIONS
|
4,282,974 |