ANNUAL

INFORMATION



FORM





FOR THE YEAR ENDED



DECEMBER 31, 2016





DATED MARCH
29, 2017













TABLE OF CONTENTS









Contents

|PRELIMINARY NOTES                                                             | i 
|----------------------------------------------------------------------------- | --
|Date of Information                                                           | i 
|Reporting Currency                                                            | i 
|Units of Measure                                                              | i 
|Cautionary Note to United States Investors Regarding Resource Estimates       | i 
|ITEM 1:   CORPORATE STRUCTURE                                                 | 1 
|Incorporation of the Issuer                                                   | 1 
|Incorporate Relationships                                                     | 1 
|ITEM 2:   GENERAL DEVELOPMENT OF THE BUSINESS                                 | 2 
|Overview                                                                      | 2 
|Three Year History                                                            | 4 
|ITEM 3:   DESCRIPTION OF THE ISSUER'S BUSINESS                                | 6 
|General                                                                       | 6 
|Cautionary Note Regarding Forward-Looking Statements                          | 7 
|KSM Project                                                                   | 9 
|Courageous Lake Project                                                       | 43
|Iskut Project                                                                 | 60
|ITEM 4:   RISK FACTORS                                                        | 68
|Risks Related to the Issuer and its Industry                                  | 68
|Risks Related to the Common Shares                                            | 76
|ITEM 5:   DIVIDENDS                                                           | 78
|ITEM 6:   GENERAL DESCRIPTION OF CAPITAL STRUCTURE                            | 79
|ITEM 7:   MARKET FOR SECURITIES                                               | 79
|Trading Price and Volume                                                      | 79
|ITEM 8:   DIRECTORS AND OFFICERS                                              | 80
|ITEM 9:   AUDIT COMMITTEE INFORMATION                                         | 83
|Audit Committee Charter                                                       | 83
|Composition of the Audit Committee                                            | 83
|Relevant Education and Experience                                             | 83
|External Auditor Services Fees (by Category)                                  | 84
|Pre-Approval of Audit and Non-Audit Services Provided by Independent Auditors | 84
|ITEM 10:   CONFLICTS OF INTEREST                                              | 84
|ITEM 11:   LEGAL PROCEEDINGS AND REGULATORY ACTIONS                           | 85
|Legal Proceedings                                                             | 85
|Regulatory Actions                                                            | 85





I









|ITEM 12:   INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS | 85
|--------------------------------------------------------------------- | --
|ITEM 13:   TRANSFER AGENTS AND REGISTRARS                             | 85
|ITEM 14:   MATERIAL CONTRACTS                                         | 85
|ITEM 15:   INTERESTS OF EXPERTS                                       | 86
|ITEM 16:   ADDITIONAL INFORMATION                                     | 86





II









PRELIMINARY
NOTES



Date
of Information



The information in this Annual Information
Form (“AIF”) is presented as of December 31, 2016 unless specified otherwise.



Reporting
Currency



All dollar amounts are expressed in Canadian
dollars unless otherwise indicated. The Issuer’s quarterly and annual financial statements are presented in Canadian dollars.



Units
of Measure



In this AIF a combination of Imperial and
metric measures are used with respect to the Issuer’s mineral properties. Conversion rates from Imperial measure to metric
and from metric to Imperial are provided below:



|Imperial Measure = Metric Unit | Metric Measure = Imperial Unit
|------------------------------ | ------------------------------
|2.47 acres                     | 1 hectare (h)                 
|3.28 feet                      | 1 meter (m)                   
|0.62 miles                     | 1 kilometer (km)              
|0.032 ounces (troy) (oz)       | 1 gram (g)                    
|1.102 tons (short)             | 1 tonne (t)                   
|0.029 ounces (troy)/ton        | 1 gram/tonne (g/T)            



Abbreviations of unit measures are used in this AIF in addition
to those in brackets in the table above as follows:



|Bt - Billion tonnes        | Ga – Giga-annum         | kWh - Kilowatt hours    | Mlb - Million pounds
|-------------------------- | ----------------------- | ----------------------- | --------------------
|Mm3 - Million cubic meters | Moz - Million ounces    | m/s - Meters per second | Mt - Million tonnes 
|MWh - Megawatt hours       | ppm - Parts per million | ppb – parts per billion | tpd – tonnes per day
|W/m2-                      |                         |                         |                     

See “Glossary of Technical Terms”
for a description of some important technical terms used in this AIF.



Cautionary
Note to United States Investors Regarding Resource Estimates



National Instrument 43-101 – Standards
of Disclosure for Mineral Projects (“NI 43-101”) is a rule developed by the Canadian Securities Administrators
that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral
projects. Unless otherwise indicated, all resource and reserve estimates contained in or incorporated by reference in this AIF
have been prepared in accordance with NI 43-101 and the guidelines set out in the Canadian Institute of Mining, Metallurgy and
Petroleum (the “CIM”) Standards on Mineral Resource and the Mineral Reserves, adopted by the CIM Council (the
“CIM Standards”).





i







United States investors are cautioned that
the requirements and terminology of NI 43-101 and the CIM Standards differ significantly from the requirements of the SEC, including
Industry Guide 7 under the US Securities Act of 1933. Accordingly, the Issuer’s disclosures regarding mineralization may
not be comparable to similar information disclosed by companies subject to the SEC’s Industry Guide 7. Without limiting the
foregoing, while the terms “measured resources”, “indicated resources” and “inferred resources”
are recognized and required by Canadian securities laws, they are not recognized by the SEC and are not permitted to be used in
documents filed with the SEC by companies subject to Industry Guide 7. Under U.S. Standards, mineralization may not be classified
as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced
or extracted at the time the reserve determination is made. Mineral resources which are not mineral reserves do not have demonstrated
economic viability and U.S. investors are cautioned not to assume that all or any part of a mineral resource will ever be converted
into reserves.



U.S. investors should also understand that
“inferred resources” are based on limited geologic evidence and sampling and have great uncertainty as to their economic
and legal feasibility. Although it is reasonably expected that the majority of “inferred resources” could be upgraded
to “indicated resources” with continued exploration, U.S. investors are also cautioned not to assume that all or any
part of an “inferred resource” exists, is economically mineable or will ever be upgraded to a higher category. Disclosure
of “contained ounces” in a mineral resource is permitted disclosure under Canadian regulations. In contrast, under
U.S. rules, companies are normally only permitted to report “resources” as in place tonnage and grade without reference
to unit measures.





ii







Seabridge Gold Inc.



ANNUAL INFORMATION FORM



| | ITEM 1: | CORPORATE STRUCTURE
| | ------- | -------------------



Incorporation of the Issuer



Seabridge Gold Inc. (the “Issuer”
or “Seabridge”) was incorporated under the Company Act (British Columbia) on September 14, 1979 under
the name of Chopper Mines Ltd., which was subsequently changed to Dragoon Resources Ltd. on November 9, 1984, and then changed
again to Seabridge Resources Inc. on May 20, 1998. On June 20, 2002, the Issuer changed its name to “Seabridge Gold Inc.”
and on October 31, 2002, the Issuer was continued under the Canada Business Corporations Act.



The Issuer’s corporate offices are
located at 106 Front Street East, 4th Floor, Toronto, Ontario, Canada M5A 1E1. The Issuer’s telephone number is
(416) 367-9292. The Issuer’s Shares are currently listed for trading on the Toronto Stock Exchange (the “TSX”)
under the symbol “SEA” and on the New York Stock Exchange (the “NYSE”) under the symbol “SA”.
The Issuer’s registered office is located at 10th Floor, 595 Howe Street, Vancouver, British Columbia, Canada
V6C 2T5.



Incorporate Relationships





The Issuer presently has eight wholly-owned
subsidiaries: Seabridge Gold (NWT) Inc., a company incorporated under the laws of the Northwest Territories of Canada; SnipGold
Corp., Hattrick Resources Corp. (“Hattrick”) and Tuksi Mining & Development Company Ltd. (“Tuksi”),
companies incorporated under the laws of British Columbia, Canada; and Seabridge Gold Corporation, Pacific Intermountain Gold,
Corporation, 5555 Gold Inc. and 555 Silver Inc., each Nevada Corporations. The following diagram illustrates the inter-corporate
relationship between the Issuer, its active subsidiaries and its projects as of December 31, 2016.







Note: Certain of Seabridge’s US subsidiaries
have been omitted as they are inactive and own no property.



1 - Seabridge has entered into option
agreements under which a 100% interest in each of the Red Mountain, Quartz Mountain and Castle Black Rock projects may be acquired
by third parties. On February 21, 2017, the option to acquire the Castle Black Rock Project was exercised and the Castle Black
Rock Project was sold by Seabridge. The holder of the option on the Red Mountain Project has given notice that it is exercising
its option to acquire the Red Mountain Project.



2 – SnipGold, through one of its
subsidiaries, only owns 95% of certain of the claims.







1







| | ITEM 2: | GENERAL DEVELOPMENT OF THE BUSINESS
| | ------- | -----------------------------------



Overview



Since 1999, Seabridge has taken steps to
achieve its goal of providing strong returns to shareholders by maximizing leverage to the price of gold. The Issuer’s strategy
to achieve this goal is to optimize gold ownership per Common share by increasing gold resources more rapidly than shares outstanding.
This ratio of gold ownership per Common share has provided a simple but effective measure for evaluating dollars spent on behalf
of shareholders.



In 1999, management decided that Seabridge’s
strategic focus would be on acquiring, exploring and developing gold deposits. Seabridge determined it would not build or operate
mines, but that it would look to partner or sell assets that were ready for production. In the Issuer’s view, building mines
adds considerable technical and financial risks and requires a different set of skills and resources. Seabridge also concluded
that early stage exploration would be too risky in terms of trying to achieve a growing ratio of gold ownership per Common share.
The Issuer therefore narrowed the activities it would undertake to the following three phases, which phases it planned to progress
through in the order set forth and in response to increases in the price of gold: (i) acquiring known gold deposits, (ii) expanding
the deposits, and (iii) defining the economic parameters of the deposits through engineering studies and upgrading mineral resources
to reserves. The Issuer believed this was a relatively lower-risk and less capital-intensive strategy consistent with the goal
of optimizing gold ownership per Common share.



In 1999, Seabridge set out to buy gold
deposits in North America that were not economic in a low gold price environment. North America was selected as the preferred jurisdiction
because of its established mineral tenure and permitting procedures, political stability and infrastructure advantages. At that
time, many projects were for sale at distressed prices as producers struggled to stay in business. Seabridge decided it would acquire
projects with three main characteristics:



1.Proven resources with quality work done by reputable companies;

2.Upside exploration potential; and

3.Low holding costs to conserve cash in the event that a higher gold price was not achieved.



From 1999 to 2002, Seabridge acquired eight
deposits with gold resources in North America, paying less than US$1.00 per ounce of resource (using aggregate ounces from all
resource categories) and has been paying less than US$0.10 per ounce per year in holding costs. Previous owners had spent an estimated
US$300 million exploring and developing these deposits.



By 2002, with the gold price on the rise,
the Issuer believed that it was becoming more expensive to acquire existing resources, and the cost-benefit equation tilted in
favor of increasing gold ownership through exploration. Seabridge’s strategy entered its second phase, which was to expand
the Issuer’s resource base by carefully targeted exploration. These efforts have proved highly successful, with total measured
and indicated gold resources growing 539% over the past ten years and shares outstanding increasing only 63% during the same period.





2







By 2008, the gold price had risen sufficiently
to make Seabridge think that a number of its projects might be economic. Therefore Seabridge began work on the third phase of its
strategy: defining the economics of its projects through engineering studies and upgrading resources to reserves. This effort focused
on the KSM Project, which, during the exploration phase, had emerged as the Issuer’s most important asset. The permitting
process began and the Issuer undertook substantial infill drilling programs to raise the confidence level in the project’s
resources. This work led to a completed Preliminary Feasibility Study for the KSM Project in March 2010, which was updated in June,
2011. The Issuer then undertook further optimization work at the KSM Project and revised its project design based on input received
from regulatory authorities and local aboriginal groups during a joint harmonized environmental assessment process managed by the
Province of British Columbia and Canada. This work is reflected in the third Preliminary Feasibility Study for the KSM Project
completed in June 2012. The Issuer submitted its Environmental Impact Statement/Environmental Assessment Application in the first
quarter of 2013 and it was accepted for formal review by British Columbia in August, 2013. The Environmental Impact Statement/Environmental
Assessment Application is based on the KSM Project design in the 2012 KSM Preliminary Feasibility Study. In conjunction with working
through the environmental assessment process, the Issuer undertook the process of engagement with the Nisga’a Nation
and other aboriginal groups potentially impacted by the project.



In 2010 the Issuer also turned its attention
to its second-largest asset, the Courageous Lake Project. A preliminary economic assessment of this project was completed in early
2008 and indicated that the project’s economics were marginal at the then prevailing gold price. However, with the increase
in the gold price by 2010, the Issuer decided to start taking the Courageous Lake Project along a similar development path to the
KSM Project, including additional drilling and further engineering work, and completed a preliminary feasibility study in September,
2012.



In 2012 the Issuer refocused its exploration
activities and began undertaking drilling of new targets at both the KSM Project, in search of higher grade core zones, and the
Courageous Lake Project, in search of deposits of higher grade material, that could improve the economics of each project. The
exploration programs in the 2012 to 2016 seasons were very successful, with the generation of successive resource estimates for
the Deep Kerr deposit at the KSM Project and a resource estimate at the Walsh Lake deposit at the Courageous Lake Project. Encouraging
results were obtained at other targets at the KSM Project, in particular some very compelling results below and beside the Iron
Cap deposit.



After several years of declines in the
price of gold, in late 2015 the Issuer decided to look once again for opportunities to acquire gold properties as they were becoming
available at more attractive prices. Since the Issuer is much larger than it was in the 1999-2002 period when it was first acquiring
properties, it has focused on identifying larger properties with potential for major deposits. In April, 2016, the Issuer reached
an agreement to acquire SnipGold Corp., the owner of the highly prospective Iskut Project. The Issuer completed the acquisition
of SnipGold Corp. in June 2016 and was able to operate an exploration program and initiate remedial work to address outstanding
historical liabilities at the Iskut Project in the 2016 operating season. In February, 2017, the Issuer announced that it had entered
into a letter of intent to acquire the Snowstorm Project in Northern Nevada.



To date, work on the KSM Project and the
Courageous Lake Project has been funded in part by the sale of, or the optioning of, non-core assets, consistent with the Issuer’s
strategy of limiting share dilution. The Issuer has sold the Noche Buena Project and its early-stage Nevada properties and entered
into option agreements in respect of each of the Grassy Mountain, Red Mountain, Quartz Mountain and Castle Black Rock projects
under which the respective optionees may acquire a 100% interest in such properties. The Grassy Mountain project was sold in February,
2013 upon exercise of the option to acquire a 100% interest in the Grassy Mountain property granted by the Issuer in 2011. In February,
2017, the Issuer option to acquire a 100% interest in the Castle Black Rock Project was exercised and the Project was sold. The
holder of the option on the Red Mountain Project has also advised it is going to exercise its option as well.





3







Seabridge intends to seek a sale or joint
venture of its two core assets, the KSM Project and the Courageous Lake Project, or a sale of the Issuer, while the current phase
of finding and delineating higher grade zones to improve the economics of these projects and additional de-risking of these projects
is being advanced. One of the goals of the search for high grade core zones at the KSM Project was to change its economic profile.
Before finding the Deep Kerr deposit, KSM was a gold project with a robust copper credit that would appeal primarily to gold miners
as prospective partners. Now, KSM has a much stronger copper profile which opens up the potential for a joint venture with a large
base metal producer. Realizing value for the Issuer’s shareholders will depend on the potential financial return for a prospective
purchaser or partner, successfully addressing regulatory and aboriginal concerns as well as market conditions at the time, especially
gold and copper prices. The timing of sales or partnership agreements, if any, cannot be determined at this juncture.



The continuing success of the Issuer is
dependent on (1) the Issuer being able to raise capital as needed (2) strength in the price of gold and copper (3) exploration
success on projects it is exploring on its own account and/or (4) advancing its projects through regulatory reviews and permitting.



Three Year History



During the three most recently completed
financial years, the Issuer has principally focused its exploration and development efforts on its core project, KSM in British
Columbia. Minimal work was undertaken at Courageous Lake over those years. In addition, in 2016 the Issuer completed its first
exploration work at the Iskut Project.



The 2014 exploration program at the KSM
Project was focused principally on extending the Deep Kerr deposit delineated in the initial inferred resource estimate at Deep
Kerr as of February, 2014 and also expanding the Issuer’s understanding of its limits and controls. Another focus was following
up on a potential second core zone discovery below the Iron Cap zone and to test other core zone targets. In September, 2014, the
Issuer announced a discovery of a major gold-copper occurrence below the Iron Cap zone at higher grades than the Iron Cap reserve
and the intensification of drilling of the occurrence in an effort to be able to generate a resource estimate for the zone. In
March, 2015 the Issuer announced updated inferred resource estimates for Deep Kerr and the Iron Cap Lower Zone. At Deep Kerr, 2014
drilling extended the deposit to the north and demonstrated the deposit remains open to the south and at depth. On March 25, 2015
the Issuer announced its first resource estimate for the Iron Cap Lower Zone.



In 2013 Seabridge filed its provincial
Application for an Environmental Assessment certificate (“EA Application”) and its federal Environmental Impact Statement
(“EIS”) and worked on advancing it through the joint environmental assessment process as mandated by the Canadian Environmental
Assessment Act and the British Columbia Environmental Assessment Act. The provincial EA Application was approved in
July, 2014 and the federal EIS was approved in December, 2014. In 2015 work in respect of complying with conditions under the approvals
of its EA Application and its EIS began and is continuing.





4







In conjunction with advancing the EA Application
and EIS, the Issuer has been working to build its relationships with the Nisga’a Nation and other First Nations, including
pursuing impacts and benefits agreements with potentially impacted aboriginal groups. In June, 2014, the Issuer and the Nisga’a
Nation entered into a formal Benefits Agreement. In September, 2013, the Gitxsan Treaty Society, representing the Gitxsan Hereditary
Chiefs, delivered a letter to regulators expressing its support of Seabridge Gold's KSM Project. In June, 2014 the Issuer announced
it had reached an agreement with the Gitanyow Hereditary Chiefs Office and the wilps represented by Gitanyow Hereditary
Chiefs Office. Work to maintain and improve these relationships, as well as relationships with the other aboriginal groups in the
area is ongoing.



In September, 2014, the Company received
early-stage construction permits for its KSM Project from the Province of British Columbia. The permits issued include: (1) authority
to construct and use roadways along Coulter Creek and Treaty Creek; (2) rights-of-way for the proposed Mitchell-Treaty tunnels
connecting project facilities; (3) permits for constructing and operating numerous camps required to support constructions activities;
and (4) permits authorizing early-stage construction activities at the mine site and tailings management facility.



In 2015 the Issuer continued with its core
zone exploration program, with a focus on drilling to confirm the continuity of the mineralized zone below the inferred resources
at Deep Kerr and to drill test the plunge projection of the higher grade central zone of the Mitchell deposit. Drilling at the
Mitchell deposit yielded an intercept of 174 m averaging 0.55 g/T gold and 0.28% copper more than 200 m to the southwest of another
intercept of 167 m averaging 0.81 g/T gold and 0.25% copper, which appear to evidence an extension of the Mitchell central zone.
The Issuer decided that evidence of faulting in these holes needed to be analyzed before further drilling is undertaken. Drilling
at Deep Kerr in 2015 confirmed a major extension of the deposit. On March 8, 2016, the Issuer announced a new inferred resource
estimate at Deep Kerr, which incorporates the results of 2015 exploration work.



In 2016 the Issuer advanced the KSM Project
in several respects. The Issuer decided to update the 2012 Pre-Feasibility Study but also to complete a preliminary economic assessment
that takes a different approach to developing the KSM Project by incorporating the Deep Kerr Zone and the Iron Cap Lower Zone into
a conceptual project design. The new Prefeasibility Feasibility Report, which included within it the preliminary economic assessment
was completed in early November, 2016. The 2016 exploration program at KSM successfully extended the Deep Kerr deposit in a manner
that is expected to expand block cave designs for a new mine plan and drilling at the Iron Cap deposit not only successfully found
the down plunge extension of Iron Cap Lower Zone but also intersected a new shallower mineralized zone in a 61m interval that averaged
1.2 g/T gold, 0.95% copper and 4.4 g/T silver. A new resource estimate for the Deep Keer deposit was announced in February, 2017.
The Issuer received a permit to construct an adit at Deep Kerr, which would allow access for exploration drilling into the lower
zones of the Deep Kerr deposit and test for deeper extensions, and a water license from the Government of Canada under the International
Rivers Improvements Act required for the construction, operation and maintenance of the Water Storage Facility and associated
ancillary water works at Mitchell Creek. In addition, the Issuer released the initial report of its Independent Geotechnical Review
Board that concluded the KSM Project’s tailing facility and water storage dam designs were appropriate and a Best Available
Tailings Technology review of its tailings facility design which concluded the proposed design of the tailing facility utilizes
the best available technology.





5







In 2016, the Issuer also completed its
first major property acquisition in many years with the acquisition of all of the shares of SnipGold Corp. by way of Plan of Arrangement.
SnipGold Corp. is the owner of a 100% interest in the Iskut Project, as well as a 49% owner of the neighbouring KSP Project. The
Issuer issued 695,277 shares to acquire SnipGold Corp. At the Iskut Project, in 2016 the Issuer conducted an exploration involving
3,000 meters of core drilling designed to help determine controls on gold mineralization for several known occurrences, including
past high grade producers. Results from this year’s drilling will be used to design a much larger program for 2017. A geophysical
program was also conducted at the Iskut Project, using full tensor magnetotellurics (MT) to provide resistivity images of target
areas. These resistivity images are being used to identify altered structures and extensive hydrothermal alteration associated
with mineralization. After analyzing the results of the 2016 program at the Iskut Project the Issuer considers that these data
point to a large and compelling target for the potential discovery of an intermediate-sulfidation epithermal precious metals system
overlying porphyry copper-gold mineralization. In addition, in 2016 the Issuer commenced remediation work at the Iskut Project
in respect of historical workings, debris and equipment from the previously operated Johnny Mountain mine.



At the date of this AIF, over 80% of the
mineral resources at all of its projects combined are at the KSM Project and accordingly the majority of the Issuer’s focus
will be on its KSM Project in 2017. At current metals prices, the Issuer is not planning much work at its Courageous Lake Project.
However, the Issuer considers the Iskut Project to have good potential for a sizeable discovery and plans to make it a big focus
of the Issuer’s exploration efforts in 2017.



| | ITEM 3: | DESCRIPTION OF THE ISSUER'S BUSINESS
| | ------- | ------------------------------------



General



The Issuer owns six properties with gold resources and its material properties are its KSM Project and
its Courageous Lake Project. The Issuer holds a 100% interest in each of its properties other than the KSP Project, in which it
owns a 49% interest and a small portion of the Iskut Project, in which it owns a 95% interest. Each of the Quartz Mountain and
Red Mountain projects are subject to option agreements under which the optionee may acquire a 100% interest in such project. At
the date of this AIF, the estimated gold resources at the Issuer’s properties are set forth in the following table and are
broken down by project and resource category.





6







Mineral Resources (Gold
and Copper)





|PROJECT                   | Cut-OffGrade
    (g/T)   | Measured             | Indicated                | Inferred                    
|------------------------- | ------------------------ | -------------------- | ------------------------ | ----------------------------
|Tonnes
    (000’s)        | Gold
    Grade
    (g/T) | Gold
    (000’s ozs) | Copper
    Grade
    (%) | Copper
    (million
    lbs)
|KSM                       |                          |                      |                          |                             
|Mitchell                  | See
    Note 1           | 750,100              | 0.63                     | 15,127                      
|Iron Cap                  | See
    Note 1           | --                   | --                       | --                          
|Sulphurets                | See
    Note 1           | --                   | --                       | --                          
|Kerr                      | See
    Note 1           | --                   | --                       | --                          
|KSM
    Total2            | --                       | 750,100              | 0.63                     | 15,127                      
|Courageous Lake:          |                          |                      |                          |                             
|Fat Deposit2              | 0.83                     | 13,401               | 2.53                     | 1,090                       
|Walsh
    Lake2           | 0.60                     | --                   | --                       | --                          
|QuartzMountain3           | 0.34                     | 3,480                | 0.98                     | 110                         
|Red
    Mountain3         | 1.00                     | 1,260                | 8.01                     | 324                         
|Iskut
    (Bronson Slope) | See
    Note 4           | 84,150               | 0.42                     | 1,140                       







|Note: |  | The resource estimates have been prepared in accordance with NI 43-101. See “Cautionary
Note to United States Investors Regarding Resource Estimates” in the Preliminary Notes.
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|1. |  | The cut-off grade for KSM is CDN$9 in net smelter return (NSR) for the open pits and
CDN$16 in NSR for the underground mining.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------

|2. |  | The effective dates of the KSM and Courageous Lake resource estimates above are as
follows: KSM (Mitchell, Iron Cap and Sulphurets) May 31, 2016; KSM (Kerr) February, 2017; Courageous Lake (Fat), September 2012;
and Courageous Lake (Walsh Lake), March, 2014.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. |  | Seabridge has entered into option agreements under which a 100% interest in each of
the Quartz Mountain and Red Mountain projects may be acquired.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------

|4. |  | The cut-off grade for the Iskut Project resource is CDN$9.00 in NSR.
|-- |  | --------------------------------------------------------------------



The measured and indicated mineral resources at the KSM Project and Courageous
Lake Project are inclusive of mineral reserves. Mineral resources which are not mineral reserves do not have demonstrated economic
viability.



Cautionary Note Regarding
Forward-Looking Statements



This AIF contains forward-looking statements
within the meaning of the United States Private Securities Litigation Reform Act of 1995 and forward-looking information within
the meaning of Canadian securities laws concerning future events or future performance with respect to the Issuer’s projects,
business approach and plans, including production, capital, operating and cash flow estimates; business transactions such as the
potential sale or joint venture of the Issuer’s KSM Project and Courageous Lake Project (each as defined herein) and the
acquisition of interests in mineral properties; requirements for additional capital; the estimation of mineral resources and reserves;
and the timing of completion and success of exploration and development activities, community relations, required regulatory and
third party consents, permitting and related programs in relation to the KSM Project and Courageous Lake Project. 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”,
“believes”, “plans”, “projects”, “estimates”, “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 and
forward-looking information (collectively referred to in the following information simply as “forward-looking statements”).
In addition, statements concerning mineral reserve and mineral resource estimates constitute forward-looking statements to the
extent that they involve estimates of the mineralization expected to be encountered if a mineral property is developed and the
economics of developing a property and producing minerals.





7







Forward-looking statements are necessarily
based on estimates and assumptions made by the Issuer in light of its experience and perception of historical trends, current conditions
and expected future developments. In making the forward-looking statements in this AIF the Issuer has applied several material
assumptions including, but not limited to, the assumption that: (1) market fundamentals will result in sustained demand and prices
for gold and copper, and to a much lesser degree, silver and molybdenum; (2) the potential for production at its mineral projects
will continue operationally, legally and economically; (3) any additional financing needed will be available on reasonable terms;
and (4) estimated reserves and resources at the Issuer’s projects have merit and there is continuity of mineralization as
reflected in such estimates.



Forward-looking statements are subject
to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from
those expressed or implied by the forward-looking statements, including, without limitation:



|· |  | the Issuer’s history of net losses and negative cash flows from operations and
                                                                                                                              expectation of future losses and negative cash flows from operations;
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· |  | risks related to the Issuer’s ability to continue its exploration activities and future development
activities, and to continue to maintain corporate office support of these activities, which are dependent on the Issuer’s
ability to enter into joint ventures, to sell property interests or to obtain suitable financing;
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· |  | uncertainty of whether the reserves estimated on the Issuer’s mineral properties
will be brought into production;
|- |  | -----------------------------------------------------------------------------------------------------------------

|· |  | uncertainties relating to the assumptions underlying the Issuer’s reserve and
resource estimates;
|- |  | -------------------------------------------------------------------------------------------------

|· |  | uncertainty of estimates of capital costs, operating costs, production and economic
returns;
|- |  | --------------------------------------------------------------------------------------------

|· |  | risks related to commercially producing precious metals from the Issuer’s mineral
properties;
|- |  | ---------------------------------------------------------------------------------------------

|· |  | risks related to fluctuations in the market price of gold, copper and other metals;
|- |  | -----------------------------------------------------------------------------------

|· |  | risks related to fluctuations in foreign exchange rates;
|- |  | --------------------------------------------------------

|· |  | mining,
exploration and development risks that could result in damage to mineral properties, plant and equipment, personal injury, environmental
damage and delays in mining, which may be uninsurable or not insurable in adequate amounts;
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· |  | risks related to obtaining all necessary permits and governmental approvals for exploration
and development activities, including in respect of environmental regulation;
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|· |  | uncertainty related to title to the Issuer’s mineral properties and rights of
access over or through lands subject to third party rights, interests and mineral tenures;
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|· |  | risks related to unsettled First Nations rights and title and settled Treaty Nations’
rights;
|- |  | ---------------------------------------------------------------------------------------------







8







|· |  | risks related to increases in demand for exploration, development and construction
services equipment, and related cost increases;
|- |  | ----------------------------------------------------------------------------------------------------------------------------------

|· |  | increased competition in the mining industry;
|- |  | ---------------------------------------------

|· |  | the Issuer’s need to attract and retain qualified management and personnel;
|- |  | ---------------------------------------------------------------------------

|· |  | risks related to some of the Issuer’s directors’ and officers’ involvement
with other natural resource companies;
|- |  | -----------------------------------------------------------------------------------------------------------------

|· |  | the Issuer’s potential classification as a “passive foreign investment
company” under the United States tax code; and
|- |  | ---------------------------------------------------------------------------------------------------------------------



|· |  | uncertainty surrounding an audit by the Canada Revenue Agency of the Company's refund claim in respect of the British Columbia
Mining Exploration Tax Credit.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------



This list is not exhaustive of the factors
that may affect any of the Issuer’s forward-looking statements. Forward-looking statements are statements about the future
and are inherently uncertain, and actual achievements of the Issuer or other future events or conditions may differ materially
from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without
limitation, those referred to in this AIF under the heading “Risk Factors” and elsewhere in this AIF. In addition,
although the Issuer has attempted to identify important factors that could cause actual achievements, events or conditions to differ
materially from those identified in the forward-looking statements, there may be other factors that cause achievements, events
or conditions not to be as anticipated, estimated or intended. Many of the foregoing factors are beyond the Issuer’s ability
to control or predict. It is also noted that while Seabridge engages in exploration and development of its properties, it will
not undertake production activities by itself.



These forward-looking statements are based
on the beliefs, expectations and opinions of management on the date the statements are made and the Issuer does not assume any
obligation to update forward-looking statements, except as required by applicable securities laws, if circumstances or management’s
beliefs, expectations or opinions should change. For the reasons set forth above, investors should not place undue reliance on
forward-looking statements.



KSM Project



Overview



The KSM Project is located within the Iskut-Stikine
region of British Columbia, approximately 21 kilometers south-southeast of the former Eskay Creek Mine and approximately 65 kilometers
north-northwest of Stewart, British Columbia. (See Figure 1.) The provincial government has recognized the significance of historical
mining activity in this area, which includes the past producing Eskay Creek, Snip, Granduc, and Premier mines. Recently the Red
Chris Mine commenced mining operations and the Brucejack Mine is at an advanced stage of construction.



Access to the property is by helicopter
from Bell II Crossing on the Stewart Cassiar Highway or Stewart, British Columbia. Mobilization of equipment and personnel is staged
from kilometer 54 on the private Eskay Creek Mine Road (about 25 km from the Project) and from Bell II Crossing on the Stewart
Cassiar Highway (about 40 km from the Project).



At the time the Issuer acquired the KSM
Project in 2001, the project consisted of two distinct zones (Kerr and Sulphurets) which had been modeled separately by Placer
Dome (CLA) Limited (“Placer Dome”). Subsequent drilling and engineering work by the Issuer has defined two new
zones, the very large Mitchell Zone and the Iron Cap Zone, as well as dramatically expanding the mineralized zone beneath the Kerr
zone (such area of expansion is referred to as Deep Kerr).





9







Figure 1 - KSM
Project Location Map







From 2008 to 2012 Seabridge focused on
further exploration and development of the four known deposits at the KSM Project and generated successive resource estimates and
three preliminary feasibility studies, the last of which being the 2012 KSM PFS Report (as defined herein) with an effective date
of June 22, 2012. In 2012 Seabridge continued development efforts, including work required for the submission of its EIS/EA Application,
but changed its exploration focus at KSM to a search for higher temperature core zones that typically concentrate high-grade metals
within very large porphyry systems such as KSM. Exploration since 2011 has resulted in the discovery of one core zone, Deep Kerr,
a new zone below the Iron Cap deposit, Iron Cap Lower Zone (that could still have a core zone below it), an extension of the Mitchell
zone and other promising core targets. (See “Core Zone Exploration”) In the course of this work the Issuer also
discovered an epithermal deposit named the Camp Zone.





10







After completing drilling in 2016 the drill
hole database for the KSM Project now includes 662 drill holes totaling approximately 250,150
meters. More than 95% of the holes at Mitchell and 95% of the holes at Iron Cap were drilled by Seabridge between 2006 and
2016.



In July, 2014, the Issuer’s provincial
EA Application for the KSM Project under the British Columbia Environmental Assessment Actwas approved. The Canadian Environmental
Assessment Agency (CEAA) issued its Comprehensive Study Report in July 2014, as required by the Canadian Environmental Assessment
Act, which concluded that the KSM Project would not have significant impacts to the environment, including the environment
situated downstream at the Alaska border. In December 2014 the Federal Minister of the Environment issued a positive project decision
which endorsed the conclusions of the Comprehensive Study Report. The Issuer believes that the EA Application/EIS materials and
subsequent approvals demonstrate that the KSM project, as designed, is an environmentally responsible and a generally socially
accepted Project.



After completion of the 2015 exploration
season the Issuer announced a resource estimate for the Kerr/Deep Kerr zone that exceeded 1 billion tonnes and at higher grade
than much of the material in the mine plan used for the pre-feasibility study prepared in 2012. This new deposit presented great
potential for improving Project economics if it was incorporated into the Issuer’s development plan at the Project. In addition,
in the course of the EA/EIS review process, the Issuer made commitments to enhance the environmental mitigation and protection
offered by the Project, which the Issuer knew would increase the cost of building KSM Project infrastructure. Since the 2012 pre-feasibility
study did not incorporate the Deep Kerr deposit or these increased infrastructure costs, and given the change in the market prices
used in the 2012 pre-feasibility study, the Issuer decided in early 2016 to update the 2012 pre-feasibility study. In November,
2016, the Issuer completed a new pre-feasibility study report which reflected more current market conditions and included the costs
associated with the Issuer’s EA/EIS commitments, but otherwise used essentially the same development plan and mine plan as
in the 2012 study. The report also presented an alternative development plan for the Project, at a preliminary economic assessment
level, that incorporated material from the Deep Kerr deposit. Overall, this new report showed that the projected economics of the
original development plan had declined since 2012, but that the projected economics of the development plan that incorporated the
Deep Kerr deposit showed meaningful improvement.



Land Status



The KSM property is comprised of three
discontinuous claim blocks (see Figure 2). These claim blocks are referred to as:



|1. |  | the KSM claim group;
|-- |  | --------------------



|2. |  | the Seabee/Tina claims; and
|-- |  | ---------------------------



|3. |  | the KSM placer claim block.
|-- |  | ---------------------------



The first two claim blocks (KSM and Seabee/Tina)
contain two mineral leases and 73 mineral claims, consisting of both cell and legacy claims. The total area of the first two claim
blocks is 38,822 hectares. The Seabee/Tina claim block is about 19 km northeast of the KSM claim group. The KSM claim group includes:



|(a) |  | 1 mineral lease (previously 30 contiguous mineral cell claims) covering an area of
6,085 hectares within which the mineral deposits lie;
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------





11







|(b) |  | 1 mineral lease (previously 16 mineral legacy “BJ” claims) covering approximately
5,162 hectares within which certain infrastructure for the proposed mining operation would lie;
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(c) |  | 20 mineral legacy “New BJ” claims covering approximately 6,097 hectares
that are adjacent to the “BJ” claims described in paragraph (b).
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------



The Seabee/Tina claims include 46
mineral cell claims (Seabee Property) and 7  mineral legacy claims (Tina Property), covering approximately 21,478 hectares,
that are located about 19 kilometers northeast of the KSM property where certain of the KSM Project’s proposed
processing plants and tailings management facility (TMF”) would be located.



The KSM placer claims include 3 placer
cell claims covering an area of 178.6 hectares which are along Sulphurets Creek and Mitchell Creek in areas where certain of the
Project’s proposed infrastructure will be located.



Figure 2 - KSM Project Claim
Map







These claims are 100% owned by the Issuer.
Barrick Gold Corporation retains a 1% NSR Royalty that is capped at $4.5 million. Two of the pre-converted claims at the Sulphurets
property (Xray 2 and 6) are also subject to an effective 1% NSR capped at US$650,000. The two groups of BJ legacy claims are subject
to royalties, however, none of the mineral deposits at the KSM Project lie within the BJ legacy claims. In addition, the Issuer
has granted two options to a subsidiary of Royal Gold, Inc. under which such subsidiary can acquire a 1.25% NSR Royalty and a 0.75%
NSR Royalty in gold and silver produced from the KSM Property for $100 million and $60 million, respectively, subject to certain
conditions. Under the Benefits Agreement with the Nisga'a Nation, the Company has agreed to pay the Nisga'a Nation annual payments
equal to a percentage of the tax payable under the Mineral Tax Act (British Columbia), which is a tax on net profits. Effectively,
0.1% of net operating profits is payable while capital is being recovered and, once capital is recovered, 1.43% of net profits
is payable to the Nisga'a Nation, as determined under the provisions of the Mineral Tax Act.





12







The property is located on Crown land;
therefore, all surface and access rights are granted under, and subject to, the Land Act (British Columbia) and the Mineral
Tenure Act (British Columbia). Approximately 13 km of the proposed 23 km Mitchell-Treaty tunnels (the “MTT”) pass
under Crown Land subject to mineral claims held by third parties. The Issuer has been granted a licence of occupation, a form of
land tenure that grants it rights to occupy the area through which the proposed MTT will pass, subject to the rights of the third
party mineral claims holders. In the Issuer’s opinion, these rights are addressed by the Issuer’s obligation under
the licence of occupation to segregate and deliver to such claims holders all earth and rock material removed from the third party
claims during construction of the MTT. Certain lands which the Issuer proposes to use for infrastructure are subject to placer
claims held by third parties, parts of which could be adversely affected by the proposed KSM Project.



The four gold-copper deposits, and the
proposed waste rock storage areas, lie within the Unuk River drainage in the area covered by the Cassiar-Iskut-Stikine Land and
Resource Management Plan approved by the British Columbia Government in 2000. A part of the proposed ore transport tunnel lies
within the boundaries of the South Nass Sustainable Resource Management Plan that is currently in development. The proposed sites
for the tailing management and plant facilities lie outside of the boundaries of any provincial land-use planning process.



Relationships with
Aboriginal Groups in KSM Region



The KSM Project site is located in a region
historically used by several aboriginal groups. Part of the Project, including the proposed plant and TMF but excluding the mineral
deposits and their immediately-related infrastructure, lies within the boundaries of the Nass Area, as defined in the Nisga'a
Final Agreement. In this area, consultation, led by the federal and provincial governments, is required with the Nisga'a
Lisims Government under the terms of the Final Agreement. Similarly, the Tahltan First Nation has asserted rights and title over
the area of the proposed plant and tailings management facility but excluding the mineral deposits. Tsetsaut Skii km Lax Ha, an
aboriginal group asserting independent nation status which the Issuer understands is viewed by the Crown as being a wilp of the
Gitxsan Nation, assert aboriginal rights and title over the entire KSM Project footprint. Accordingly, the Company has been directed
to engage with the Tahltan First Nation and with the Tsetsaut Ski km Lax Ha as a wilp of the Gitxsan Nation on the basis of potential
effects downstream of the plant site and TMF. Additionally, the Gitanyow Huwilp may have some interests within the broader region
potentially affected by the KSM Project, particularly downstream of the plant site and TMF.





13







On June 16, 2014, the Company entered into
a comprehensive Benefits Agreement with the Nisga’a Nation in respect of the KSM Project. The Benefits Agreement establishes
a long-term co-operative relationship between Seabridge and the Nisga’a Nation under which the Nisga’a
Nation will support development of the Project, participate in economic benefits from the Project and provide ongoing advice. Highlights
of the Benefits Agreement include:



|· |  | Nisga’a Nation agreement to provide letters in support of the KSM Project
to British Columbian and Canadian regulators, as well as potential investors in Seabridge or the Project.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· |  | Financial payments upon the achievement of certain Project milestones and annual production
payments based on a percentage of net profits, with the net profits payable normalizing after the Project has recovered its capital
costs, as determined under the terms of the Agreement.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· |  | Strong commitments to education and training of Nisga’a citizens so that
they will be better able to take advantage of the economic benefits the KSM Project offers.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· |  | Mutual co-operation on completing the operational permitting process for the Project.
|- |  | -------------------------------------------------------------------------------------

|· |  | A framework for the Nisga’a Nation and Seabridge to work together to
achieve employment targets and to ensure Nisga’a businesses will have preferred access to contracting opportunities.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· |  | Mutual co-operation on responding to social impacts which Nisga’a Villages
may experience as a result of the Project.
|- |  | ---------------------------------------------------------------------------------------------------------------------

The Agreement with the Nisga’a
Nation will remain in effect throughout the life of the KSM Project and will apply to future partners in the Project.



In June, 2014, the Company entered into
an agreement with the Gitanyow Huwilp in respect of the KSM Project. Under the agreement, Seabridge agrees to provide funding for
certain programs relating to wildlife, fish and water quality monitoring to address some of the concerns raised by the Gitanyow
Huwilp, as well as for a committee to establish a means of maintaining communications about KSM Project related issues.



In September, 2013, the Gitxsan Hereditary
Chiefs Office provided a letter to British Columbia and federal regulators expressing support for the KSM Project. The Company
has engaged directly with the Tsetsaut Skii km Lax Ha with respect to the KSM Project and it is making efforts to establish a good
relationship with the Tsetsaut Skii km Lax Ha.



The Tahltan Nation were active participants
in the EA Application and EIS review processes and have met with Seabridge many times regarding the KSM Project. Seabridge has
made numerous commitments to address issues raised by the Tahltan Nation arising from this process and believes that it has a good
relationship with the Tahltan Nation.



The Company believes that, after considering:



|· |  | the location of the KSM Project in relation to areas of asserted aboriginal rights
and title,
|- |  | ---------------------------------------------------------------------------------------------

|· |  | the consultation the Company and the governments have undertaken with aboriginal groups,
|- |  | ----------------------------------------------------------------------------------------

|· |  | the agreements the Company has negotiated with aboriginal groups, and
|- |  | ---------------------------------------------------------------------

|· |  | the information the Company has learned about historic aboriginal use of the area
on which KSM Project infrastructure is located,
|- |  | ---------------------------------------------------------------------------------------------------------------------------------



the Supreme Court of Canada decision of
June 26, 2014 in Tsilhqot’in Nation v. British Columbia, which declares aboriginal title for the first time in a
certain area in Canada and outlines the rights associated with aboriginal title, is unlikely to significantly impact the KSM Project.







14







Updated and Revised
2016 Preliminary Feasibility Study at the KSM Project



In June 2012, an updated Preliminary Feasibility
Study for the KSM Project (the “2012 KSM PFS Report”) was completed. The development plan in the 2012 KSM PFS
Report was the one approved in the EA/EIS review processes, with certain enhancements to the Project infrastructure to improve
environmental protection and various mitigation measures. Since the date of the 2012 KSM PFS Report Seabridge continued exploration
activities at KSM which led to the discovery of the higher-grade Deep Kerr and Lower Iron Cap deposits. In early 2016, the Issuer
decided to update the 2012 KSM PFS Report to present the same development plan as in the 2012 KSM PFS Report at a pre-feasibility
level using more current market values in the financial analysis but, in addition, to incorporate into that development plan the
infrastructure enhancements committed to in the EA/EIS processes and to incorporate other design improvements identified by the
Issuer. Accordingly, the prefeasibility study level development plan (the “2016 PFS Plan”) does not include
material from recent higher-grade discoveries at Deep Kerr and the Iron Cap Lower Zone. Given the positive impact these new deposits
were expected to have on Project economics, the Issuer also decided to complete a study that would present an analysis of the integration
of these deposits into the proposed KSM Project design as an alternative development plan (the “2016 PEA Plan”)
at a preliminary economic assessment level and include the results in the new prefeasibility report. The new report, which presents
both the 2016 PFS Plan and the 2016 PEA Plan, was completed in November, 2016, is entitled “2016 KSM (Kerr-Sulphurets-Mitchell)
Prefeasibility Study Update and Preliminary Economic Assessment” (the “2016 KSM PFS/PEA Report”),
has an effective date of October 6, 2016, and is available among Seabridge’s documents at www.sedar.com.



The overall 2016 KSM PFS/PEA Report was
coordinated by Tetra Tech Canada Inc. (formerly Tetra Tech, Inc.) (“Tetra Tech”) and incorporates the work of
a number of industry-leading consulting firms. The principal consultants who contributed to the 2016 PFS Plan, and their Qualified
Persons are listed below along with their areas of responsibility:



|· |  | Tetra Tech, under the direction of Hassan Ghaffari (surface and underground infrastructure,
TMF costs, WSF costs, construction schedule, capital estimate and financial analysis), John Huang (metallurgical testing review,
permanent water treatment, mineral process design and operating cost estimation for process, G&A and site services, and overall
report preparation), Kevin Jones (winter access road);
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· |  | Moose Mountain Technical Services under the direction of Jim Gray (open pit Mineral
Reserves, open pit mining operations, mine capital and mine operating costs, MTT and rail ore conveyance design);
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· |  | W.N. Brazier Associates Inc. under the direction of W.N. Brazier (power supply, energy
recovery plants, underground electrical systems and associated costs);
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|· |  | ERM (Environmental Resources Management) under the direction of Pierre Pelletier (environment
and permitting);
|- |  | --------------------------------------------------------------------------------------------------------------

|· |  | Klohn Crippen Berger Ltd. under the direction of Graham Parkinson (design of surface
water diversion, diversion tunnels and seepage collection ponds, tailing dam, water treatment dam and rock storage facility (RSF)
and tunnel geotechnical);
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· |  | Resource Modeling Inc. under the direction of Michael Lechner (Mineral Resources);
|- |  | ----------------------------------------------------------------------------------

|· |  | Golder Associates Inc. under the direction of Ross Hammett (underground Mineral Reserves,
block caving assessments, mine design and associated costs);
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------

|· |  | BGC Engineering Inc. under the direction of Derek Kinakin (rock mechanics and mining
pit slopes);
|- |  | -------------------------------------------------------------------------------------------------

|· |  | McElhanney Consulting Services Ltd. under the direction of Robert Parolin (permanent
access roads and associated costs);
|- |  | ------------------------------------------------------------------------------------------------------------------------



15











The 2016 PEA Plan was prepared by Amec
Foster Wheeler and the principal consultants who contributed to the 2016 PEA Plan, and their Qualified Persons are listed below
along with their areas of responsibility:



|· |  | Amec Foster Wheeler. under the direction of Simon Allard P.Eng., Mark Ramirez RM SME
and Tony Lipiec P.Eng (Underground and open pit design , RSF design, process design and capital and operating costs).
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· |  | Klohn Crippen Berger Ltd. under the direction of Graham Parkinson P. Geo. (Design
of surface water diversion, diversion tunnels and seepage collection ponds, tailing dam, water storage dam and tunnel geotechnical).
Graham Parkinson has been to the site.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· |  | Resource Modeling Inc. under the direction of Michael Lechner P.Geo (Mineral Resources).
Michael Lechner has been to site.
|- |  | --------------------------------------------------------------------------------------------------------------------------

|· |  | Golder Associates Inc. under the direction of Ross Hammett P. Eng (Block caving assessments).
Ross Hammett has been to the site.
|- |  | --------------------------------------------------------------------------------------------------------------------------------

The following (to “2016
Exploration”) summarizes information from the 2016 KSM PFS/PEA Report.



Location and Climate



The KSM Project is situated about 950 km
northwest of Vancouver, 65 km by air north-northwest of Stewart, BC and 21 km south-southeast of the former Eskay Creek Mine. The
property is located at latitude 56.50° North and longitude 130.30° West (see Figure 1).



The proposed pit areas lie within the headwaters
of Sulphurets Creek, which is a tributary of the Unuk River and flows into the Pacific through Alaska. The proposed process plant
and TMF will be located within the tributaries of Teigen and Treaty creeks. Teigen and Treaty creeks are tributaries of the Bell-Irving
River, which is itself a major tributary of the Nass River. The Nass river flows to the Pacific Ocean entirely within Canada.



The climate is generally typical of a temperate
or northern coastal rainforest, with sub-arctic conditions at high elevations. Precipitation at the mine site has an estimated
average of 1,652 mm and at the process plant and TMF area has an estimated average of 1,371 mm. The length of the snow-free season
varies from about May through November at lower elevations, and from July through September at higher elevations.



Local Resources,
Infrastructure and Physiography



The KSM property lies in the rugged Coastal
Mountains of northwest British Columbia, with elevations ranging from 520 meters in Sulphurets Creek valley to over 2,300 meters
at the highest peaks. Valley glaciers fill the upper portions of the larger valleys from just below tree line and upwards.



Deep-water loading facilities for shipping
bulk mineral concentrates exist in Stewart, and are currently utilized by the Red Chris Mine. Historically they have been used
by several other mines in northern, BC. The nearest railway is the CNR Yellowhead route, which is located approximately 220 km
southeast of the Property. This line runs east-west, and can deliver concentrate to deep-water ports near Prince Rupert and Vancouver,
BC.





16







There are no settlements or privately owned
land in the area of the Project; there is limited commercial recreational activity in the form of helicopter skiing and guided
fishing adventures. The closest power transmission lines run along Highway 37, 40 km east of the Project.



Stewart, a town of approximately 500 inhabitants,
is the closest population center to the KSM Project. It is connected to the provincial highway system via paved, all weather Highway
37A. The larger population centers of Prince Rupert, Terrace, and Smithers, with a total population of about 32,000, are located
approximately 270 km to the southeast.



Exploration History



There is evidence that prospectors were
active in the area prior to 1935. The modern exploration history of the area began in the 1960’s, with brief programs conducted
by Newmont Mining Corp., Granduc Mines Ltd., Phelps Dodge Corp., and the Meridian Syndicate. All of these programs were focused
towards gold exploration. The Sulphurets Zone was first drilled by Esso Minerals in 1969; Kerr was first drilled by Brinco Ltd.
in 1985 and Mitchell Creek by Newhawk Gold Mines Ltd. in 1991.



There is no recorded mineral production,
nor evidence of it, from the property. Immediately west of the property, small-scale placer gold mining has occurred in Sulphurets
and Mitchell Creeks. On the Brucejack property immediately to the east and currently owned by Pretium Resources Inc. (now named
the Brucejack property), limited underground development and test mining was undertaken in the 1990’s on narrow, gold-silver
bearing quartz veins at the West Zone.



During 2003-2005, under its option to earn
up to a 65% interest in the project from Seabridge, Falconbridge conducted geophysics, surface mapping, surface sampling and completed
approximately 4,100 m of drilling at the project.



Since 2006, Seabridge has been conducting
exploration and development activities at the project.



Geology



The region lies within “Stikinia”,
a terrane of Triassic and Jurassic volcanic arcs that were accreted onto the Paleozoic basement. Stikinia is the largest of several
fault bounded, allochthonous terranes within the Intermontane belt, which lies between the post-accretionary, Tertiary intrusives
of the Coast belt and continental margin sedimentary prisms of the Foreland (Rocky Mountain) belt. In the Kerr-Sulphurets area,
Stikinia is dominated by variably deformed, oceanic island arc complexes of the Triassic Stuhini and Jurassic Hazelton groups.
Backarc basins formed eastward of the KSM Property in the Late Jurassic and Cretaceous were filled with thick accumulations of
fine black clastic sediments of the Bowser Group. Folding and thrusting due to sinistral transpression tectonics in the mid-Cretaceous
followed by extensional conditions generated the area’s current structural features. The most important structure is the
north-northeast striking, moderately west-northwest dipping Sulphurets Thrust Fault (STF), which transects the Property and is
spatially and genetically related to mineralization at KSM. Remnants of Quaternary basaltic eruptions occur throughout the region.



Early Jurassic sub-volcanic intrusive complexes
are common in the Stikinia terrane, and several host well-known precious and base metal rich hydrothermal systems. These include
copper-gold porphyry deposits such as Galore Creek, Red Chris, Kemess, Mt. Milligan, and Kerr-Sulphurets. In addition, there are
a number of related polymetallic deposits including skarns at Premier, epithermal veins and subaqueous vein and replacement sulfide
deposits at Eskay Creek, Snip, Brucejack, and Granduc.





17







The Kerr deposit is a strongly-deformed
copper-gold porphyry, where copper and gold grades have been upgraded due to remobilization of metals during later and/or possibly
syn-intrusive deformation. Alteration is the result of a relatively shallow, long lived hydrothermal system generated by intrusion
of monzonite. Subsequent deformation along the STF was diverted into the Kerr area along pre-existing structures. The mineralized
area forms a fairly continuous, north-south trending west dipping irregular body measuring about 1,700 m long and up to 200 m thick.
Deep drilling since 2012 has identified two sub-parallel, north-south trending, steep west-dipping mineralized zones that appear
to coalesce near the topographic surface. After significant deep drilling was completed at the Kerr deposit, an updated geological
interpretation and subsequent updated Mineral Resource model were completed. That new model forms the basis for the 2016 Mineral
Resources and Mineral Reserves.



The Sulphurets deposit comprises two distinct
zones referred to as the Raewyn Copper-Gold Zone and the Breccia Gold Zone. The Raewyn Copper-Gold Zone hosts mostly porphyry style
disseminated chalcopyrite and associated gold mineralization in moderately quartz stockworked, chlorite-biotite-sericite-magnetite
altered volcanics. The Raewyn Copper-Gold Zone strikes north-easterly and dips about 45° to the northwest. The Breccia Gold
Zone hosts mostly gold-bearing pyritic material mineralization with minor chalcopyrite and sulfosalts in a potassium-feldspar-siliceous
hydrothermal breccia that apparently crosscuts the Raewyn Copper-Gold Zone. The Breccia Gold Zone strikes northerly and dips westerly.



The Mitchell Zone is underlain by foliated,
schistose, intrusive, volcanic, and clastic rocks that are exposed in an erosional window below the shallow north dipping Mitchell
Thrust Fault (MTF). These rocks tend to be intensely altered and characterized by abundant sericite and pyrite with numerous quartz
stockwork veins and sheeted quartz veins (phyllic alteration) that are often deformed and flattened. Towards the west end of the
zone, the extent and intensity of phyllic alteration diminishes and chlorite-magnetite alteration becomes more dominant along with
lower contained metal grades. In the core of the zone, pyrite content ranges between 1 to 20%, averages 5%, and typically occurs
as fine disseminations. Gold and copper tends to be relatively low-grade but is dispersed over a very large area and related to
hydrothermal activity associated with Early Jurassic hypabyssal porphyritic intrusions. In general, within the currently drilled
limits of the Mitchell Zone, gold and copper grades are remarkably consistent between drill holes, which is common with a large,
stable, and long-lived hydrothermal systems.



The Iron Cap Zone, which is located about
2,300 m northeast of the Mitchell Zone, is well exposed and consists of intensely altered intrusive, sedimentary, and volcanic
rocks. The Iron Cap deposit is a separate, distinct mineralized zone within the KSM district. It is thought to be related to the
other mineralized zones but differs in that much of the host rock is hydrothermally altered intrusive (porphyritic monzonite to
diorite) rather than altered volcanic and sedimentary rocks. There is a high degree of silicification that overprints earlier potassic
and chloritic alteration. Intense phyllic alteration and high density of stockwork veining, which are pervasive at the nearby Mitchell
Zone, are less pervasive at Iron Cap. The surface expression of the Iron Cap Zone measures about 1,500 m (northeast-southwest)
by 600 m (northwest-southeast). Significant drilling has been completed at the Iron Cap deposit since the 2012 KSM PFS Report,
which resulted in an updated geological interpretation and subsequent updated Mineral Resource model that forms the basis for the
2016 Mineral Resources and Mineral Reserves.





18







Security of Samples



The Issuer follows an ongoing and rigorous
sample preparation, security, quality control/quality assurance protocol for its exploration programs, including blank and reference
standards in every batch of assays. Cross-check analyses are conducted at a second external laboratory on no less than 10% of the
samples. The details of these procedures are outlined in the 2016 KSM PFS/PEA Report.



Mineral Resources



RMI constructed 3D block models for the
Kerr, Sulphurets, Mitchell, and Iron Cap Zones using various 3D wireframes. Inverse distance estimation methods were used for all
Mineral Resource models. In the case of the Sulphurets and Mitchell deposits, a multi-pass interpolation strategy was used, using
a combination of grade shells or specific geological lithological/alteration assemblages to constrain the estimate. 3D search ellipses
oriented with the trend of mineralization were used to find drill hole composites. Similar strategies were used for the more recent
models constructed for the Kerr and Iron Cap deposits. Deeper exploration in those two areas has demonstrated that higher-grade
mineralization is associated with various structures. Instead of using conventional search ellipses to collect drill hole composites
for block grade estimation, a trend plane search was used for the Kerr and Iron Cap models. That search method appears to do a
better job of honoring the currently recognized structural controls in those deposits.



The estimated block grades were classified
into Measured (Mitchell only), Indicated, and Inferred categories using mineralized continuity, proximity to drilling, and the
number of holes used to estimate the blocks. Mineral Resources for the Project were determined by using a combination of conceptual
open pit and underground mining methods. Lerchs-Grossmann (LG) conceptual pits were generated for the Kerr, Sulphurets, and Mitchell
deposits using metal prices of US$1,300.00/oz of gold, US$3.00/lb of copper, US$20.00/oz of silver, and US$9.70/lb of molybdenum.
Mining, processing, general and administrative (G&A), and metal recoveries were used to generate conceptual Mineral Resource
pits that demonstrate reasonable prospects for eventual economic extraction. Conceptual block cave shapes were generated by Golder
using GEOVIA’s PCBCTM Footprint Finder software.



The measured and indicated mineral resources
estimated by RMI are set forth in the Table below and are inclusive of mineral reserves.





19







KSM Undiluted Mineral Resources as of
May 31, 2016



|Zone                                   | Type ofConstraint     | NSRCut-off(Cdn$/t) | Tonnes(000 t) | Grades     | Contained Metal
|-------------------------------------- | --------------------- | ------------------ | ------------- | ---------- | ---------------
|Au(g/T)                                | Cu(%)                 | Ag(g/T)            | Mo(ppm)       | Au(000 oz) | Cu(Mlb)        
|Measured Mineral Resources            
|Mitchell                               | Conceptual LG Pit     | 9                  | 698,800       | 0.63       | 0.17           
|Conceptual Block Cave                  | 16                    | 51,300             | 0.59          | 0.20       | 4.7            
|Total Mitchell Measured                | n/a                   | 750,100            | 0.63          | 0.17       | 3.2            
|Total Measured                         | n/a                   | n/a                | 750,100       | 0.63       | 0.17           
|Indicated Mineral Resources           
|Kerr                                   | Conceptual LG Pit     | 9                  | 355,000       | 0.22       | 0.41           
|Conceptual Block Cave                  | 16                    | 24,400             | 0.24          | 0.48       | 2.0            
|Total Kerr Indicated                   | n/a                   | 379,400            | 0.22          | 0.41       | 1.2            
|Sulphurets                             | Conceptual LG Pit     | 9                  | 381,600       | 0.58       | 0.21           
|                                       | Conceptual LG Pit     | 9                  | 919,900       | 0.57       | 0.16           
|Mitchell                               |                       |                    |               |            |                
|Conceptual Block Cave                  | 16                    | 124,700            | 0.58          | 0.20       | 4.7            
|Total Mitchell Indicated               | n/a                   | 1,044,600          | 0.57          | 0.16       | 3.0            
|Iron Cap                               | Conceptual Block Cave | 16                 | 346,800       | 0.51       | 0.23           
|Total Indicated                        | n/a                   | n/a                | 2,152,400     | 0.50       | 0.23           
|Measured + Indicated Mineral Resources
|Kerr                                   | Conceptual LG Pit     | 9                  | 355,000       | 0.22       | 0.41           
|Conceptual Block Cave                  | 16                    | 24,400             | 0.24          | 0.48       | 2.0            
|Total Kerr M+I                         | n/a                   | 379,400            | 0.22          | 0.41       | 1.2            
|Sulphurets                             | Conceptual LG Pit     | 9                  | 381,600       | 0.58       | 0.21           
|                                       | Conceptual LG Pit     | 9                  | 1,618,700     | 0.60       | 0.16           
|Mitchell                               |                       |                    |               |            |                
|Conceptual Block Cave                  | 16                    | 176,000            | 0.58          | 0.20       | 4.7            
|Total Mitchell M+I                     | n/a                   | 1,794,700          | 0.60          | 0.16       | 3.1            
|Iron Cap                               | Conceptual Block Cave | 16                 | 346,800       | 0.51       | 0.23           
|Total M + I                            | n/a                   | n/a                | 2,902,500     | 0.54       | 0.21           
|Inferred Mineral Resources            
|Kerr                                   | Conceptual LG Pit     | 9                  | 80,200        | 0.27       | 0.21           
|Conceptual Block Cave                  | 16                    | 1,609,000          | 0.31          | 0.43       | 1.8            
|Total Kerr Inferred                    | n/a                   | 1,689,200          | 0.31          | 0.42       | 1.8            
|Sulphurets                             | Conceptual LG Pit     | 9                  | 182,300       | 0.46       | 0.14           
|                                       | Conceptual LG Pit     | 9                  | 317,900       | 0.37       | 0.09           
|Mitchell                               |                       |                    |               |            |                
|Conceptual Block Cave                  | 16                    | 160,500            | 0.51          | 0.17       | 3.5            
|Total Mitchell Inferred                | n/a                   | 478,400            | 0.38          | 0.10       | 3.0            
|Iron Cap                               | Conceptual Block Cave | 16                 | 369,300       | 0.42       | 0.22           
|Total Inferred                         | n/a                   | n/a                | 2,719,200     | 0.35       | 0.32           



Note:	This table does
not include the results of the 2016 exploration program at the KSM Project. These resource estimates have been prepared in accordance
with NI 43-101. See “Cautionary Note to United States Investors”. Mineral Resources which are not Mineral Reserves
do not have demonstrated economic viability. Inferred resources are based on limited geologic evidence and sampling.  It is
reasonably expected that the majority of inferred resources could be upgraded to indicated resources with continued exploration.





20







Metallurgical Test
Review



Several wide-ranging metallurgical test
programs were carried out between 2007 and 2016 to assess the metallurgical responses of the mineral samples from the KSM deposits,
especially the samples from the Mitchell deposit.



The metallurgical tests to date include:



|· |  | mineralogy, flotation, cyanidation, and grindability testwork;
|- |  | --------------------------------------------------------------

|· |  | semi-autogenous grinding (SAG) mill comminution (SMC) grindability tests to determine
the grinding resistance of the mineralization to SAG/ball milling;
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------

|· |  | crushing resistance parameters to high-pressure grinding rolls (HPGR) crushing of
the Mitchell and Sulphurets ore samples by SGS, and pilot plant scale HPGR testing on the Mitchell ore sample; and
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· |  | dewatering tests on the samples of heads, copper concentrates, sulphide leach products,
and tailing pulps.
|- |  | ----------------------------------------------------------------------------------------------------------



The test results indicate that the mineral
samples from the four separate mineralized deposits are amenable to the flotation-cyanidation combined process. The process consists
of:



|· |  | copper-gold-molybdenum bulk rougher flotation followed by gold-bearing pyrite flotation;
|- |  | ----------------------------------------------------------------------------------------

|· |  | regrinding the bulk rougher concentrate followed by three stages of cleaner flotation
to produce a copper-gold-molybdenum bulk cleaner flotation concentrate;
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|· |  | molybdenum separation of the bulk cleaner flotation concentrate to produce a molybdenum
concentrate and a copper/gold concentrate containing associated silver; and
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· |  | cyanide leaching of the gold-bearing pyrite flotation concentrate and the scavenger
cleaner tailing to further recover gold and silver values as doré bullion.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



The samples from the Mitchell deposit produced
better metallurgical results with the chosen flotation and cyanide leach extraction circuits when compared to the metallurgical
results from the samples taken from the Sulphurets, Iron Cap, and Kerr (upper zone) deposits. The locked cycle tests showed that,
on average, approximately 85% of copper and 60% of gold in the Mitchell samples, which contain 0.21% Cu and 0.72 g/T Au, were recovered
into a concentrate containing 24.8% Cu. The cyanidation further recovered approximately 18% of the gold from the gold bearing products
consisting of the cleaner flotation tailing and the gold bearing pyrite flotation concentrate.



For the Sulphurets, Iron Cap, and upper
Kerr samples, the average head grades of the tested samples fluctuated from 0.25 to 0.62% for copper and 0.23 to 0.60 g/T for gold.
The average recoveries reporting to flotation concentrates ranged from 78% to 85% for copper and 41 to 60% for gold. The average
copper grades of the concentrates varied from 24 to 28%. The cyanidation further recovered approximately 15 to 29% of the gold
from the gold-bearing products.



Mineral Processing



The proposed flotation process is projected
to produce a copper-gold concentrate containing approximately 25% copper. Copper and gold flotation recoveries will vary with changes
in head grade and mineralogy. For the life of mine (LOM) mill feed containing 0.55 g/T gold and 0.21% copper, the average copper
and gold recoveries to the concentrate are projected to be 81.6% and 55.3%, respectively. As projected from the testwork, the cyanidation
circuit (carbon-in-leach [CIL]) will increase the overall gold recovery to a range of 60% to 79%, depending on gold and copper
head grades. Silver recovery from the flotation and leaching circuits is expected to be 62.7% on average. A separate flotation
circuit will recover molybdenite from the copper-gold-molybdenum bulk concentrate when higher-grade molybdenite mineralization
is processed.





21







The Process Plant will consist of three
separate facilities: ore primary crushing and handling facilities at the mine site, a 23 km ore transportation tunnel system between
the mine site and the processing facility, and a main process facility at the Treaty ore processing complex (OPC), adjacent to
the TMF.



Gyratory crushers in the comminution plants
located at the mine site will reduce the mill feed from 80% passing 1,200 mm to 80% passing 150 mm. The crushed ore will be conveyed
to a 30,000 t surge bin (two pockets, each 15,000 t) located underground at a train car loading area, prior to being transported
by train cars to the Treaty OPC.



A 23 km MTT system has been designed to
connect the Mine Site and the PTMA. The crushed ore will be transported through the tunnels by electric train. This tunnel will
also be used for electrical power transmission sourced from the Northwest Transmission Line and for the transport of personnel
and supplies for mine operating and water management activities. The proposed tunnel route is through Crown land and approximately
13 kilometers of its length passes through ground subject to mineral claims held by third parties.



The Process Plant at the Treaty OPC will
consist of secondary and tertiary crushing, primary grinding, flotation, concentrate regrinding, concentrate dewatering, cyanide
leaching, gold recovery, tailing delivery, and concentrate loadout systems. The crushed ore transported from the mine site will
be sent to a 60,000 t coarse ore stockpile adjacent to the tunnel portal. The ore will then be reclaimed and crushed by cone crushers,
followed by an HPGR comminution circuit. There is a 30,000 t fine ore stockpile located ahead of the tertiary crushing circuit.
The crushing systems will be operated in closed circuits with screens.



The ore from the HPGR comminution circuits
will be ground to a product size of 80% passing 150 μm by four conventional ball mills in closed circuit with hydrocyclones.
The ground ore will then have copper/gold/molybdenum minerals concentrated by conventional flotation to produce a copper-gold-molybdenum
concentrate and goldbearing pyrite products for gold leaching. Depending on molybdenum content in the copper-gold-molybdenum concentrate,
the concentrate may be further treated to produce a copper-gold concentrate and a molybdenum concentrate. The molybdenum concentrate
will be leached to reduce levels of copper and other impurities. The concentrates will be dewatered and shipped to copper and molybdenum
smelters.



The gold-bearing pyrite products which
consist of the bulk cleaner flotation tailing from the copper-gold-molybdenum cleaner flotation circuit and the gold-bearing pyrite
concentrate will be leached with cyanide using CIL treatment for additional gold and silver recovery. Prior to storage in the lined
pond within the TMF, the leach residues from the cyanide leaching circuits will be washed, and subjected to cyanide recovery and
destruction. The water from the residue storage pond will be recycled back to the cyanide leach circuit. Any excessive water will
be further treated prior to being sent to the flotation tailing storage pond.





22







The flotation tailing and the washed leach
residues would be sent to the TMF for storage in separate tailing areas. Two water reclaim systems for the flotation tailing pond
and the CIL residue pond have been designed to separately reclaim the water from the TMF.



Tailing Management



The TMF would be constructed in three cells:
the North and South cells for flotation tailing, and a lined cell for CIL tailing. The cells are confined between four dams (North,
Splitter, Saddle, and Southeast dams) located within the Teigen-Treaty Creek cross-valley. In total, the TMF is designed to have
a capacity of 2.3 Bt.



De-pyritized flotation tailing is to be
stored in the North and South cells. The pyrite bearing CIL tailing is to be stored in a lined central cell.



The North and CIL cells would be constructed
and operated first; they would store tailing produced in the first 25 years. The North Cell would then be reclaimed while the CIL
and South cells are in operation.



The North, Splitter, and Saddle earth-fill
starter dams will be constructed over a two-year period, in advance of the start of milling, to form the North and Central cells
and will provide start-up tailing storage for two years. Cyclone sand dams will be progressively raised above the starter dams
over the operating LOM. The North Starter Dam will be constructed with a low-permeability glacial till core and raised with compacted
cyclone sand shells, using the centerline geometry method. The Splitter and Saddle starter dams will form the CIL pond. These dams
will also subsequently be raised with cyclone sand shells, but the CIL pond and the Splitter and Saddle dams will incorporate high-density
polyethylene (HDPE) and linear low-density polyethylene (LLDPE) liners in the core and basin floor in order to surround the CIL
tailing within a completely lined impoundment.



Cyclone sand dam raises would be constructed
from April through October each year, starting with the North Cell. To reach the capacity of 2.3 billion tonnes, an ultimate dam
crest elevation of 1,068 m will be required for the North Cell dams and 1,068 m for the South Cell. This will require a dam height
of up to 240 m for the Southeast dam, which is the highest dam of the TMF.



Process water collected in the North and
South tailing cells will be reclaimed by floating pump barges and recycled separately to the Process Plant, either for use in the
process, for treatment, or to be discharged. Water from the Central Cell will only be directed to the Process Plant for recycling
purposes and will not be discharged directly to the receiving environment. Diversions will be constructed to route non-contact
runoff from the surrounding valley slopes around the TMF. The diversion channels are sized to allow passage of 200-year peak flows,
and are large enough to allow space for passage of snow removal machinery. Buried pipe sections paralleling the channels will be
installed in areas of active snow avalanche paths to enhance diversion operability during avalanche periods.



Each of the cells are expected to have
surplus water. Surplus water is proposed to be managed during operations using a combination of storage, discharge to Treaty Creek
during freshet if water quality meets standards, or treatment at the Treaty process plant water treatment facility (if required)
and discharge.





23







Mine Site Water
Management



The overall site water management strategy,
including the discharge from the Water Storage Facility (WSF) via the High-density Sludge (HDS) water treatment plant (WTP) was
the strategy that was reviewed and approved during the EA review process.



Three diversion tunnel routes totalling
approximately 22.4 km will be required to route glacial melt water and non-contact valley runoff from the Mitchell and McTagg valleys
around the mine area. The open pit phase of the Mitchell Diversion Tunnel (MDT) and the twinned McTagg Diversion Tunnels (MTDTs)
are sized to convey flows from an average 200-year storm. When the Mitchell block cave operation commences, an additional MDT paralleling
the open pit phase tunnel will be driven to protect the underground workings, which are more sensitive to inflows than the open
pits.



The second tunnel of each set of twinned
tunnels provides redundancy against blockage as each individual tunnel can carry typical freshet flows. The provision of twin tunnels
also allows switching base flows between adjacent tunnels if access for maintenance is required.



The MDT will route water from Mitchell
Creek/Mitchell Glacier to the Sulphurets Valley, away from the open pit, primary crushing facility, open pit area, and Mitchell
rock storage facility. The MDT would collect melt water from beneath the base and toe of the Mitchell Glacier via separate surface
and sub-glacial inlet structures, which improves redundancy. Both surface and subglacial inlets are designed to protect the inlet
of the diversion from being blocked by snow avalanches. The MDT is proposed to generate hydroelectric power as Sulphurets Valley
is lower than Mitchell Valley. In Year 23, the MDT will be augmented with a second (twin) tunnel to provide protection against
the 1,000-year storm flow to the underground workings.



The McTagg valley tunnels collect flows
from east and west McTagg valleys and feed into the main diversion tunnel route, around the west side of the McTagg RSF, and discharge
into Sulphurets Valley. These tunnels would have three staged inlets as the McTagg RSF raises in elevation. Hydropower is proposed
to be generated by the McTagg tunnels only in Stages 2 and 3.



To facilitate construction in the Mitchell
Valley and the staging of water management as the Mitchell and McTagg RSFs rise and fill the valley areas, an approximately 5.4
km long Mitchell Valley Drainage Tunnel will be constructed under Mitchell Valley to carry the existing flows from Mitchell Creek,
which are naturally affected by contact with surface mineralization. When the mine is in operation the tunnel will convey contact
water from the Mitchell workings and the mineralized area upstream of the deposit, around the RSFs into the WSF.



An in-rock spillway would be constructed
at the southwest corner of the McTagg RSF to convey surface diversion flows down to diversion pipelines and channels on the west
and east sides of the WSF pond.



Contact water from the mine areas (open
pits, RSFs, roads, infrastructure) would be directed to the WSF, located in the lower Mitchell Creek area. The WSF would be formed
with a 165 m-high rock fill asphalt core dam built to full height by Year -1. The WSF dam is founded on competent sedimentary rock
foundations. Seepage will be controlled by the asphalt core in the dam and the dam foundation will be grouted. A seepage collection
pond will return seepage water to the WSF.





24







During operations, secondary diversion
ditches and pipelines would be implemented within the mine area to reduce contact water volumes. Open pit contact water and discharge
from pit dewatering wells would routed from the pit rims, via ditches or direct drainage, and via pipelines or tunnels to the WSF.



Mine area contact water is to be treated
with a high density sludge lime water treatment plant (“WTP”).



Additional hydropower is to be generated
in an energy recovery facility from the flow of treatment water from the WSF to the WTP.



Permitting



As of June 2016, the Project has successfully
gone through the provincial and federal environmental assessment processes, and the appropriate certificates/approvals have been
obtained. Additionally, permits for early stage constructions activities for the first two and half years of site activity were
obtained. These permits covered the following mine components:



|· |  | KSM Project Mines Act and Environmental Management Act Permit Application for
Limited Site Construction – May 2013
|- |  | ------------------------------------------------------------------------------------------------------------------

|· |  | Special Use Permits for the Coulter Creek Access Road (CCAR) and TCAR
|- |  | ---------------------------------------------------------------------

|· |  | KSM construction camps
|- |  | ----------------------

|· |  | KSM Project Treaty Transmission Line
|- |  | ------------------------------------

|· |  | MTT Permit Application.
|- |  | -----------------------



Seabridge is currently in the process of
obtaining numerous provincial and federal permits to allow for the construction of parts of the Project, as well as expanding exploration
activities, including but not limited to the following:



|· |  | Fisheries Authorization application, including draft Compensation Plans
|- |  | -----------------------------------------------------------------------

|· |  | Metal Mining Effluent Regulations (MMER) Schedule 2 Amendment Application
|- |  | -------------------------------------------------------------------------



Mine Planning (2016
PFS Plan)



The proposed mine uses conventional large-scale
open pit and block cave underground mining methods. Pit phases at the Mitchell, Kerr, and Sulphurets deposits have been engineered
based on the results of an updated economic pit limit analysis. Starter pits have been selected in higher-grade areas. Underground
mining has been proposed for the Iron Cap deposit and below the Mitchell open pit to reduce the volume of waste generated from
the potential open pits.



Mining Limits



Lerchs-Grossman (“LG”)
pit shell optimizations were used to define open pit mine plans in the 2012 KSM PFS Report and the same limits were confirmed using
LG for the 2016 KSM PFS/PEA Report. Ultimate open pits have been modified slightly to implement design changes from the EA/EIS
process and updated geotechnical study.





25







The underground block caving mine designs
for both the Mitchell and Iron Cap deposits are based on modeling using GEOVIA's PCBCTM and Footprint Finder software. The
ramp-up and maximum yearly mine production rates were established based on the rate at which the drawpoints are constructed, and
the initial and maximum production rates at which individual drawpoints can be mucked. The values chosen for these inputs were
based on industry averages adjusted to suit the anticipated conditions.



Mineral Reserve
Estimate



Waste to ore open pit cut-offs and underground
shut-offs, including process recovery, were determined using metal prices of US$1,200.00/oz of gold, US$2.70/lb of copper, US$17.50/oz
of silver, and US$9.70/lb of molybdenum for NSR calculations.



Open pit Mineral Reserves have been calculated
using the updated pit designs and the 2016 Mineral Resource models. These calculations include mining loss and dilution that varies
by pit ranging from 2.2 to 5.3% for loss, and 0.8 to 3.9% for dilution. A dynamic cut-off grade strategy has been applied with
a minimum NSR of CDN$9.00/t.



The mining NSR shut-off is Cdn$15.00/t
for the Mitchell underground mine and CDN$16.00/t for the Iron Cap underground mine. The Mitchell Mineral Reserves include 59 Mt
of non-mineralized dilution at zero grade (13%) and 7 Mt of mineralized dilution (2%). The Iron Cap Mineral Reserves include 20
Mt of dilution at zero grade (9%) and 25 Mt of mineralized dilution (11%).



Proven and Probable Mineral Reserves for
the KSM Project as of July 31, 2016 are estimated as:



KSM Proven and Probable Mineral Reserves
as of July 31, 2016



|Zone       | Mining Method               | Reserve
        
        Category | Tonnes (millions)           | Average Grades                                          | Contained Metal                                          
|---------- | --------------------------- | --------------------------------- | --------------------------- | ------------------------------------------------------- | ---------------------------------------------------------
|Gold (gpt) | Copper
        
        (%) | Silver
        
        (gpt)     | Moly
        
        (ppm) | Gold
        
        (million
        
        ounces) | Copper
        
        (million
        
        pounds)
|Mitchell   | Open Pit                    | Proven                            | 460                         | 0.68                                                    | 0.17                                                     
|Probable   | 481                         | 0.63                              | 0.16                        | 2.9                                                     | 65.8                                                     
|Block Cave | Probable                    | 453                               | 0.53                        | 0.17                                                    | 3.5                                                      
|Iron Cap   | Block Cave                  | Probable                          | 224                         | 0.49                                                    | 0.20                                                     
|Sulphurets | Open Pit                    | Probable                          | 304                         | 0.59                                                    | 0.22                                                     
|Kerr       | Open Pit                    | Probable                          | 276                         | 0.22                                                    | 0.43                                                     
|Totals     | Proven                      | 460                               | 0.68                        | 0.17                                                    | 3.1                                                      
|Probable   | 1,738                       | 0.51                              | 0.22                        | 2.5                                                     | 38.2                                                     
|Total      | 2,198                       | 0.55                              | 0.21                        | 2.6                                                     | 42.6                                                     



Note: The Mineral Reserves tabulated above
are included in the tabulated Mineral Resources. All Mineral Reserves stated above account for mining loss dilution.



Mineral Reserves are derived from a total
undiluted Measured plus Indicated Mineral Resource of 49.8 million ounces of gold and 13.6 billion pounds of copper contained in
2.9 billion tonnes at an average grade of 0.54 grams of gold per tonne and 0.21% copper per tonne. Mineral Resources which are
not Mineral Reserves do not have demonstrated economic viability. Most of the Deep Kerr and Lower Iron Cap Mineral Resources are
classified as Inferred Mineral Resources and are excluded from the reserves.



Mine Production
Plan (2016 PFS Plan)



During the initial 33 years of mine life,
the majority of ore is derived from open pits, with the tail end of this period supplemented by the initial development of underground
block cave mines. After Year 1 ramp up, ore delivery to the mill during Year 2 to Year 35 is designed to be maintained at an average
of 130,000 t/d. After depletion of the open pits, the mill processing rate will be reduced to about 96,000 t/d for 10 additional
years, before ramping down to just over 61,000 t/d. The change in throughput matches the production levels from the block cave
with appropriate ramp ups and ramp downs applied. The remaining few years use stockpile reclaim to supplement the declining production
from the block caves at the end of the mine life.





26







Ore is mined from Mitchell open pit from
Years 1 to 24. Mitchell transitions to block cave mining as the Mitchell pit is mined out. Ore is mined from Sulphurets open pit
from Years 1 to 17. Kerr open pit supplements block cave mining from Year 25 to Year 34, and during these years, ore will be transported
by an overland conveyor and rope conveyor system starting at the Kerr pit. Mitchell block cave is estimated to have a production
ramp-up period of six years, steady state production at 20 Mt/a for 17 years, and then ramp-down production for another 7 years.
Iron Cap is estimated to have a production ramp-up period of four years, steady state production at 15 Mt/a for 10 years, and then
ramp-down production for another 9 years. The underground pre-production period would be six years, with first underground ore
production from Mitchell and Iron Cap in Years 23 and 32, respectively.



All ore will be transported by train from
the mine area through the MTT to the Treaty processing plant. The ore transport system will also include:



|· |  | A conveyor through the Sulphurets-Mitchell Conveyor Tunnel (SMCT) and a connecting
conveyor to transport ore from the Sulphurets pit to an ore stockpile at the Mitchell site.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· |  | A separate rope conveyor built to connect the Kerr pit to the SMCT conveyor across
the Sulphurets Valley. Waste rock from the Kerr open pit is backfilled into the mined out Sulphurets pit. Ore from the Kerr open
pit is transferred to the SMCT to deliver ore to the Mitchell pit site. Both the ore and waste rock that are primary crushed at
the Kerr site will use the same rope conveyor transport system.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Infrastructure
(2016 PFS Plan)



In Figure 3 below, the location of the
proposed infrastructure is shown.



Site access will be established from three
fronts:



|· |  | the 30 km Treaty Creek access road from Highway 37 to the Saddle Area and the Treaty
processing plant;
|- |  | ------------------------------------------------------------------------------------------------------

|· |  | the 35 km Coulter Creek access road that extends the Eskay Creek mine road to the
Unuk River and on to the Mine Site;
|- |  | ---------------------------------------------------------------------------------------------------------------------

|· |  | the Winter access road from the Granduc mine to the Ted Morris Creek Valley to be
used in the first few years of construction.
|- |  | ------------------------------------------------------------------------------------------------------------------------------



Copper concentrates produced at the Treaty
plant will be transported by contract trucking firms via Highway 37 and 37A to one of the port vendors in Stewart, BC. A concentrate
storage building (approximately 100 m by 66 m) will be required. Copper concentrates will be loaded via ship loader and shipped
via ocean transport to overseas smelters.





27







Multiple staging areas will be used in
the Project, with the majority of equipment and materials anticipated to be delivered to the Port of Stewart, supplemented by overland
freight delivered to Terrace or Stewart.



Figure 3 – KSM Project
Layout







Trains will travel through the MTT on a
conventional ballasted track structure, be electrically driven by an overhead catenary system, and be controlled by an automated
train control system managed from a remote control room without an on-board operator. The trains will transport personnel, freight
and fuel and the train staging areas will be accessible by road.



The tunnels will be driven in accordance
with the BC Mines Actand Regulations using mechanized drill and blast techniques and will follow the conditions contained
within the License of Occupation. The MTT are on the critical path of the construction schedule and have therefore been broken
into two segments to allow for concurrent development workplaces resulting in a shorter total tunnel construction period. This
will be accomplished with headings at the Treaty Valley, an adit as the saddle of a transecting valley, located 6.1 km from the
Treaty portals, and by headings in the Mitchell Valley thus creating six active headings. During construction, rail will be installed
in both the North and South tunnels for the future operations rail haulage system; however, only the North Tunnel will be used
for hauling tunnel muck during construction.



Electric service for the Project will be
from BC Hydro's Northern Transmission Line (NTL) that was completed in 2014 and parallels Highway 37. The NTL provides an economic
and reliable source of power at a cost of US$0.05/kWh.





28







The new 344 km long, 287 kV, NTL runs from
the Skeena Substation on the BC Hydro 500 kV grid near Terrace, BC, to Cranberry Junction, from which point it roughly parallels
BC Highway 37 to its terminus at Bob Quinn. A 30 km long, 287 kV transmission extension from the NTL will be constructed, originating
at the Treaty Creek Switching Station (BC Hydro designation TCT) and terminating at the Treaty processing plant. This spur line
will parallel the Treaty Creek access road in a common corridor. Land tenure for the right-of-way has been obtained. The Treaty
Creek Switching Station on the NTL will be approximately 20 km south of Bell II. The Project will take electrical service from
the new NTL as a Transmission Service Customer under Schedule 1823 as published in the BC Hydro tariffs.



Seabridge commissioned BC Hydro to carry
out a Facilities Study for the Project, following the previously completed BC Hydro System Impact Study. The Facilities Study is
the final evaluation required by the utility to define connection costs and terms of electric service. A draft version of the Facilities
Study has been issued. Upon the final issue of the study, the parties will be in a position to sign a Facilities Agreement that,
in conjunction with the Electricity Supply Agreement (ESA), forms the standard contract for the supply of electric power for a
large bulk Transmission Service Customer such as Seabridge. The Project, on the basis of the current application, has priority
for service from the new NTL. Currently there is a reservation of 150 MVA for the Project, but an application has been made to
increase this to 200 MVA.



Several energy recovery and mini-hydro
plants have been included in the Project development plan. These plants generate electric power by making use of facilities already
included in the Project and will result in significant net project energy savings.



It was assumed for the 2016 KSM PFS/PEA
Report that the Project will be constructed using the engineering, procurement, and construction management (EPCM) approach with
a management team located at both the Mine Site and the Treaty OPC. The Owner will supply all the temporary construction camps
and service contractors to manage daily activities on site.



Mine Site construction begins with the
development of the site access roads to the water treatment plant area, WSF, tunnel entrances, Coulter Creek access road, and building
locations. Early works material and equipment will be mobilized via the Winter Access Road and the pioneering road along the Coulter
Creek access road alignment. Major equipment, general construction materials, and heavy earth moving equipment will be mobilized
via the Coulter Creek access road. Construction material and equipment for the plant and tailings management area will be transported
using the Treaty Creek access road. Helicopter support is planned to be used prior to Treaty Creek access road pioneering road
completion. The construction schedule for both sites is coordinated around the development of the MTT.



Capital Cost Estimate
(2016 PFS Plan)



An initial capital cost of US$5.005 billion
is estimated for the project. Costs in the 2016 KSM PFS/PEA Report are expressed in US Dollars, unless otherwise stated. Costs
have been converted using a fixed currency exchange rate of US$0.80 to CDN$1.00. The expected accuracy range of the capital cost
estimate is +25%, -10%. This estimate includes only initial capital, defined as all capital expenditures required to produce concentrate
and doré. A summary of the major capital costs is shown in the following table.





29







Capital Costs (US$ million)



|Direct Costs:                                              |      
|---------------------------------------------------------- | -----
|Mine Site                                                  | 1,218
|Process                                                    | 1,336
|Tailing Management Facility                                | 441  
|Environmental                                              | 15   
|On-site Infrastructure                                     | 23   
|Off-site Infrastructure                                    | 120  
|Permanent Electrical Power Supply and Energy Recovery      | 159  
|Total Direct Costs                                         | 3,311
|Indirect Costs:                                            |      
|Construction Indirect Costs                                | 449  
|Spares                                                     | 34   
|Initial Fills                                              | 20   
|Freight and Logistics                                      | 99   
|Commissioning and Start-up                                 | 6    
|Engineering Procurement and Construction Management (EPCM) | 231  
|Vendor’s Assistance                                        | 23   
|Total Indirect Costs                                       | 862  
|Owner’s Cost                                               | 160  
|Contingency                                                | 671  
|TOTAL INITIAL CAPITAL                                      | 5,005



This 2016 PFS estimate is prepared with
a base date of Q2 2016. The estimate does not include any escalation past this date. Budget quotations were obtained for major
equipment. The vendors provided equipment prices, delivery lead times, freight costs to a designated marshalling yard, and spares
allowances. The quotations used in this estimate were obtained in Q1/Q2 2016, and are budgetary and non-binding. Pricing for all
major equipment is based on budgetary quotations provided by vendors obtained in Q1/Q2 2016. For non-major equipment, pricing is
based on in-house data or recent quotes from similar projects.



All equipment and material costs are based
on FCA (Free Carrier) Ex-works (Incoterms 2010). Other costs such as spares, taxes, duties, freight, and packaging are covered
separately in the indirect costs section of the capital cost estimate.



Sustaining capital costs were also estimated
leveraging the same basis of information applied to the initial capital estimate with respect to vendor quotations, labour, and
material costs. The sustaining capital costs total US$5.503 billion and consist of:



|· |  | open pit mine development, principally mobile fleet replacement
|- |  | ---------------------------------------------------------------

|· |  | underground mine development at Mitchell and Iron Cap block cave mines
|- |  | ----------------------------------------------------------------------

|· |  | process improvements, principally at Mitchell and Treaty OPC, MTT, and SMCT
|- |  | ---------------------------------------------------------------------------

|· |  | TMF expansions, mainly comprising dam raises and CIL basin expansions
|- |  | ---------------------------------------------------------------------

|· |  | permanent electrical power supply and energy recovery systems
|- |  | -------------------------------------------------------------

|· |  | Project indirect costs, including construction indirects, spares, freight and logistics,
EPCM, vendor assistance, and contingency.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------





30









Operating Cost
Estimate (2016 PFS Plan)



The average operating cost for the Project
is estimated at US$12.03/t milled at the nominal process rate of 130,000 t/d or US$12.33/t for the LOM average as shown in the
table below. The cost estimates in this table are based upon budget prices in Q1/Q2 2016 or based on the data from the database
of the consulting firms involved in the cost estimates. When required, costs in this report have been converted using a three-year
average currency exchange rate of CDN$1.00 to US$0.80. The expected accuracy range of the operating cost estimate is +25%/-10%.



The estimates do not include energy recovery
credit (approximately US$0.12/t milled LOM) from mini hydropower stations and the cost (approximately US$0.15/t milled LOM) related
to Provincial Sales Tax (PST).



LOM Average Unit Operating Costs (US$
Per Tonne Milled)



|                                  | At the Nominal FeedRate of 130,000 t/d | LOM Average(US$/t milled)
|--------------------------------- | -------------------------------------- | -------------------------
|(US$/a)                           | (US$/t milled)*                       
|Mine                              |                                        |                          
|Mining Costs – Mill Feed          | 190,223,000**                          | 4.59**                   
|Open Pit – Mill Feed              | -                                      | 4.40**                   
|Block Caving – Mill Feed          | -                                      | 4.99**                   
|Mill                             
|Process                           | 251,066,000                            | 5.29                     
|G&A and Site Service             
|G&A                               | 43,272,000                             | 0.91                     
|Site Service                      | 18,914,000                             | 0.40                     
|Tailing and Site Water Management
|Tailing Dam Management            | 6,065,000                              | 0.13                     
|Selenium Water Treatment          | 9,469,000                              | 0.20                     
|HDS Water Treatment               | 22,033,000                             | 0.46                     
|Mine Site Water Pumping           | 2,453,000                              | 0.05                     
|Total Operating Cost              | 543,495,000                            | 12.03                    



|Notes: |  | * - The estimates, excluding mining operating costs, are based on a mill feed rate of 130,000 t/d; the costs do not reflect higher unit costs late in mine life when the mill feed rates are lower.
                                                                                ** Mining operating costs are LOM average unit costs calculated by total LOM operating costs divided by LOM process tonnages; mining operating costs exclude mine pre-production costs. The annual cost is the LOM average cost.
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Power will be supplied by BC Hydro at an
average cost of US$0.050/kWh at the plant 25 kV bus bars, based on the BC Hydro credits for energy conservation by use of HPGR
and similar, and the cost of “peaking” power to avoid a BC Hydro contract demand of over 150 MVA. Process power consumption
estimates are based on the Bond work index equation for specific grinding energy consumption and estimated equipment load power
draws for the rest of the process equipment. The power cost for the mining section is included in the mining operating costs. Power
costs for site services, water treatment plants, TMF seepage water pumping, and the Mine Site water pumping are included in their
area costs separately.



The estimated electrical power costs are
based on the 2016 BC Hydro Tariff 1823 – Transmission Service Stepped Rate and Schedule 1901 – Deferred Account Rate
Rider. The electrical power costs also account for local system losses and include 7% PST, which is not treated as an Input Tax
Credit (ITC). The rates take advantage of the implementation of BC Hydro-approved energy conservation measures in the plant design
phase, including the HPGR circuit, which will greatly reduce the costlier Tier 2 power in the BC Hydro stepped-rate Schedule 1823.
The 5% Goods and Services Tax (GST) is not included in the power rates as it is an ITC.





31







The operating costs are defined as the
direct operating costs including mining, processing, tailing storage, water treatment, and G&A. The hydropower credit from
recovered hydro-energy during mining operations is not accounted for directly against operating cost estimate, but is included
in the economic financial analysis. Sustaining capital costs including all capital expenditures after the process plant has first
been put into production are excluded from the operating cost estimate.



Economic Evaluation
(2016 PFS Plan)



The economic evaluation was prepared on
both a pre-tax financial and a post-tax financial model.



Metal revenues projected in the KSM Project
cash flow models were based on the average metal production values as follows:



|                             | Years 1 to 7 | Life of Mine
|---------------------------- | ------------ | ------------
|Total Tonnes to Mill (000s)  | 322,750      | 2,198,559   
|Annual Tonnes to Mill (000s) | 46,107       | 41,484      
|Average Grades              
|Gold (g/T)                   | 0.82         | 0.55        
|Copper (%)                   | 0.24         | 0.21        
|Silver (g/T)                 | 2.8          | 2.6         
|Molybdenum (ppm)             | 48.3         | 42.6        
|Total Production            
|Gold (000s oz)               | 6,259        | 28,597      
|Copper (000s lb)             | 1,434,560    | 8,270,423   
|Silver (000s oz)             | 18,224       | 114,671     
|Molybdenum (000s lb)         | 11,154       | 62,080      
|Average Annual Production   
|Gold (000s oz)               | 933          | 540         
|Copper (000s lb)             | 204,937      | 156,052     
|Silver (000s oz)             | 2,603        | 2,164       
|Molybdenum (000s lb)         | 1,593        | 1,171       



A cash flow analysis was prepared using
four metals price scenarios. In the base case scenario, the three-year trailing average (as of July 31, 2016) prices for gold,
copper, silver and molybdenum were used, consistent with industry standard and in compliance with the guidance of the United States
Securities and Exchange Commission and NI 43-101. In addition to the base case, three metal price/exchange rate scenarios were
also developed: the first uses the metal prices and exchange rate used in mine optimization and design (2016 Design Case); the
second uses the spot metal prices and closing exchange rate on July 1, 2016 (Recent Spot Case); the third uses higher metal prices
to indicate upside potential (Alternate Case). The input parameters and results of all four scenarios on a pre- and post-tax basis
can be found in the following table.





32







Summary
of the Pre- and Post-Tax Economic Evaluations (2016 PFS Plan)



|                          | Unit   | Base Case | 2016 Design Case | Recent Spot
                                                                                Price Case | Alternate
                                                                                Case
|------------------------- | ------ | --------- | ---------------- | ------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------
|Metal Price              
|Gold                      | US$/oz | 1,230.00  | 1,200.00         | 1,350.00                                                                                               | 1,500.00                                                                                      
|Copper                    | US$/lb | 2.75      | 2.70             | 2.20                                                                                                   | 3.00                                                                                          
|Silver                    | US$/oz | 17.75     | 17.50            | 20.00                                                                                                  | 25.00                                                                                         
|Molybdenum                | US$/lb | 8.49      | 9.70             | 7.00                                                                                                   | 10.00                                                                                         
|Exchange Rate             | US:Cdn | 0.80      | 0.83             | 0.77                                                                                                   | 0.80                                                                                          
|Pre-Tax Economic Results 
|NPV (at 0%)               | US$ M  | 15,933    | 13,727           | 16,101                                                                                                 | 26,319                                                                                        
|NPV (at 3%)               | US$ M  | 6,217     | 5,128            | 6,461                                                                                                  | 11,138                                                                                        
|NPV (at 5%)               | US$ M  | 3,263     | 2,510            | 3,507                                                                                                  | 6,541                                                                                         
|NPV (at 8%)               | US$ M  | 960       | 475              | 1,175                                                                                                  | 2,928                                                                                         
|IRR                       | %      | 10.4      | 9.2              | 11.1                                                                                                   | 14.6                                                                                          
|Payback                   | Years  | 6.0       | 6.5              | 5.6                                                                                                    | 4.1                                                                                           
|Cash Cost/oz Au           | US$/oz | 277       | 311              | 404                                                                                                    | 183                                                                                           
|Total Cost/oz Au          | US$/oz | 673       | 720              | 787                                                                                                    | 580                                                                                           
|Post-Tax Economic Results
|NPV (at 0%)               | US$ M  | 9,983     | 8,537            | 10,109                                                                                                 | 16,721                                                                                        
|NPV (at 3%)               | US$ M  | 3,513     | 2,789            | 3,691                                                                                                  | 6,696                                                                                         
|NPV (at 5%)               | US$ M  | 1,539     | 1,028            | 1,718                                                                                                  | 3,663                                                                                         
|NPV (at 8%)               | US$ M  | -2        | -343             | 161                                                                                                    | 1,282                                                                                         
|IRR                       | %      | 8.0       | 7.0              | 8.5                                                                                                    | 11.4                                                                                          
|Payback                   | Years  | 6.8       | 7.4              | 6.4                                                                                                    | 4.9                                                                                           



Sensitivity analyses were carried out on
gold, copper, silver, and molybdenum metal prices, exchange rate, capital expenditure and operating costs. The analyses are presented
in the 2016 KSM PFS/PEA Report graphically as financial outcomes in terms of pre-tax NPV, IRR and payback period. The Project NPV
is most sensitive to gold price and exchange rate followed by operating costs, copper price and capital costs. The IRR is most
sensitive to exchange rate, capital costs and gold price followed by operating costs and copper price. The payback period is most
sensitive to gold price and exchange rate followed by capital costs, copper price and operating costs. Since the majority of costs
are in Canadian dollars and the economic analysis is developed in American dollars, a significant increase in the exchange rate
by 30% will result in a significant increase in the costs when converted to American dollars and this leads to sharp increase in
the payback period. Also, when gold price decreases by 30%, the revenue side decreases significantly and this results in sharp
increase in the payback period. Financial outcomes are relatively insensitive to silver and molybdenum prices.



Recommendations



2016 PFS Plan Recommendations



The key recommendations for advance studies
emanating from the 2016 PFS focus on improving both open pit and underground mine design through additional drilling and testing;
water related topics to further refine the inputs and results of site wide water balance analyses from the construction period
through closure; and tunnels to develop more design-specific information to assist in reducing Project and operational risk and
associated construction and operating costs. Other recommendations address data collection needs for RSFs, ore transportation,
TMF, metallurgical testing, and process engineering.





33







Other Relevant
Data and Information – 2016 PEA Plan



The 2016 PEA Plan was undertaken to evaluate
a different approach to developing the Project by emphasizing low-cost block cave mining and reducing the number and size of the
open pits, which significantly reduces the surface disturbances in the re-designed Project. The 2016 PEA Plan is a conceptual level
of study based on the same Mineral Resource estimates used in the 2016 PFS Plan, except the inferred mineral resources are included
in the 2016 PEA Plan, which assesses the potential impacts of incorporating these inferred resources into project design, capital
and operating cost estimates and projected economics. The results of the 2016 PFS remain valid and represent a viable option for
developing the KSM Project, with the PEA assessing an alternative development option at a conceptual level.



The 2016 PEA Plan is preliminary in nature
and includes Inferred Mineral Resources that are considered too speculative geologically to have the economic considerations applied
to them that would enable them to be categorized as Mineral Reserves, and there is no certainty that the results of the 2016 PEA
Plan will be realized. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.



The 2016 PEA Plan envisages a combined
open pit/underground block cave mining operation that is planned to operate for 51 years. The proposed Process Plant for the 2016
PEA Plan mine design will have an average process rate of 170,000 t/d and produce a gold/copper/silver concentrate for transport
by truck to a nearby sea port at Stewart, B.C. Metallurgical testing indicates that KSM can produce a clean concentrate with an
average copper grade of 25% with a high gold and silver content, making it readily saleable. Separate gold-silver doré would
be produced at the KSM processing facility.



Mine Design



The 2016 PEA Plan is based on the same
Mineral Resources estimates that were estimated in the 2016 KSM PFS/PEA Report. The 2016 PEA Plan utilizes Measured, Indicated
and Inferred Mineral Resources in mine planning. Material that is mined in the 2016 PEA Plan is based on open pit mining and underground
block caving for the Mitchell deposit, open pit mining for the Sulphurets deposit and underground block caving for the Kerr and
Iron Cap deposits. The Mitchell open pit and Deep Kerr underground mines will be the main source of mill feed, supplemented by
the Sulphurets open pit along with the Mitchell and Iron Cap underground mine production. Approximately 22% of the mill feed would
come from open pit operations and 78% from underground block caving. Waste to mill feed cut-offs were determined using a Net Smelter
Return (“NSR”) for each block in the model for the open pit mines, and a NSR shut-off for the block cave underground
mines. NSR is calculated using prices and process recoveries for each metal accounting for all off-site losses, transportation,
smelting and refining charges. Metal prices of US$1,200 per ounce gold, US$2.70 per pound copper, and US$17.50 per ounce silver
are used in the NSR calculations.



Lerchs-Grossman (“LG”) pit
shell optimizations were used to define open pit mine plans in the 2016 PEA Plan. The pit limits of the 2016 PEA Plan are contained
inside the pit limits of the 2016 PFS Plan. The mine design for the 2016 PEA Plan focuses on reducing waste and selecting higher
block value. As a result the 2016 PEA Plan mine plan contains 2.4 billion tonnes less waste in the open pit mine plan.





34







The underground block caving mine designs
for Mitchell, Iron Cap, and Kerr are based on modeling using GEOVIA’s Footprint Finder and PCBC software. The ramp-up and
maximum yearly mine production rates were established based on the rate at which the drawpoints are constructed, and the initial
and maximum production rates at which individual drawpoints can be mucked. The values chosen for these inputs were based on industry
averages adjusted to suit the anticipated conditions.



Mitchell is estimated to have a production
ramp-up period of 5 years, steady state production at 21.9 million tonnes per year for 28 years, and then ramp-down production
for another 3 years. Iron Cap is estimated to have a production ramp-up period of 3 years, steady state production at
14.6 million tonnes per year for 11 years, and then ramp-down production for another 4 years. Kerr is estimated to have
a production ramp-up period of 6 years, steady state production at 25.5 million tonnes per year for 38 years with some variations
during years where the operation transitions from first to second lift and second to third lift. Ramp down lasts 4 years.



The underground pre-production period is
5 years for Mitchell and Iron Cap and 3 years for Kerr. The first underground mill feed production from Mitchell, Iron Cap
and Kerr comes in years 9, 10 and 4, respectively. The mining NSR shut-off is CDN$20 per tonne for the Mitchell underground mine,
CDN$23 per tonne for the Iron Cap underground mine and CDN$22 per tonne for Kerr.



Mineral Resources contained in the mine
plans for the 2016 PEA Plan are stated as follows.



Mineral Resources in
the PEA Mine Plan



|Zone                 | Mining Method               | Classification                | Tonnes
        
        (millions)             | Average Grades                                   | Contained Metal                                 
|-------------------- | --------------------------- | ----------------------------- | ---------------------------------------------- | ------------------------------------------------ | ------------------------------------------------
|Gold (gpt)           | Copper
        
        (%) | Silver
        
        (gpt) | Gold
        (million
        
        ounces) | Copper
        (million
        
        pounds) | Silver
        
        (million
        ounces)
|Mitchell             | Open Pit                    | Measured                      | 223.7                                          | 0.79                                             | 0.20                                            
|Indicated            | 194.6                       | 0.75                          | 0.19                                           | 2.8                                              | 4.7                                             
|Inferred             | 11.6                        | 0.47                          | 0.20                                           | 5.2                                              | 0.2                                             
|Block Cave           | Measured                    | 244.9                         | 0.68                                           | 0.21                                             | 4.2                                             
|Indicated            | 361.0                       | 0.65                          | 0.20                                           | 4.1                                              | 7.5                                             
|Inferred             | 87.5                        | 0.40                          | 0.13                                           | 3.1                                              | 1.1                                             
|Iron Cap             | Block Cave                  | Indicated                     | 121.5                                          | 0.64                                             | 0.24                                            
|Inferred             | 77.4                        | 0.46                          | 0.22                                           | 3.5                                              | 1.1                                             
|Sulphurets           | Open Pit                    | Indicated                     | 91.8                                           | 0.70                                             | 0.29                                            
|Inferred             | 11.1                        | 0.59                          | 0.25                                           | 0.8                                              | 0.2                                             
|Kerr                 | Block Cave                  | Indicated                     | 24.4                                           | 0.26                                             | 0.54                                            
|Inferred             | 931.5                       | 0.31                          | 0.49                                           | 1.7                                              | 9.3                                             
|Total Open Pit       | M+I                         | 510.1                         | 0.76                                           | 0.21                                             | 2.5                                             
|Inferred             | 22.7                        | 0.53                          | 0.22                                           | 3.1                                              | 0.4                                             
|Total Block Cave     | M+I                         | 751.8                         | 0.64                                           | 0.22                                             | 4.0                                             
|Inferred             | 1,096.4                     | 0.33                          | 0.44                                           | 2.0                                              | 11.6                                            
|Total Material Mined | M+I                         | 1,261.8                       | 0.69                                           | 0.22                                             | 3.4                                             
|Inferred             | 1,119.1                     | 0.33                          | 0.43                                           | 2.0                                              | 12.0                                            





Production



The PEA mining study took a different approach
to the 2016 PFS. The PEA mine plan was carried out with the aim of reducing the amount of waste rock produced in the open pits
with the mill feed drawing more on the underground resources. The mine production plan starts in lower-cost open pit areas using
conventional large scale equipment before transitioning into block cave underground bulk mining later in the mine life. Starter
pits have been selected in higher grade areas and cutoff grade strategy optimizes revenues to minimize the payback duration.





35







After initial ramp-up the throughput averages
of 170,000 tonnes per day (“tpd”) for the first 20 years, after the rate is reduced to 130,000 tpd for the following
15 years and then is further reduced to around 77,000 tpd for 12 years; during the remaining 3 years of production, throughput
averages 28,000 tpd. In the 2016 PEA Plan, KSM’s mine life is estimated at approximately 51 years. Production starts from
open pits at Mitchell and Sulphurets and lasts until years 8 and 5 of production, respectively. During that period the Kerr block
cave is developed and first mill feed is produced in year 4 of production. In year 9 and 10 Mitchell and Iron Cap caves enter into
production. Underground production ends first at Iron Cap in year 27, then at Mitchell in year 44 and finally at Kerr in year 51
of production.



At Mitchell, a near-surface higher grade
gold zone outcrops allowing for gold production in the first seven years that is substantially above the mine life average grade.
The mine plan is specifically designed for mining highest gold grade first to facilitate an early capital investment payback. The
project’s post-tax payback period is approximately 6.3 years for the Base Case or less than 12% of mine life.



Metal production for the first seven years,
compared to life of mine average production, is estimated as follows:



Average Annual Metal Production (metal
recovered)



|                         | Years 1-7Average | Life of MineAverage
|------------------------ | ---------------- | -------------------
|Average Grades:          |                  |                    
|Gold (grams per tonne)   | 0.78             | 0.52               
|Copper (%)               | 0.26             | 0.32               
|Silver (grams per tonne) | 2.7              | 2.7                
|Annual Production:       |                  |                    
|Gold (000 ounces)        | 1,150            | 592                
|Copper (000 pounds)      | 306,603          | 286,217            
|Silver (000 ounces)      | 3,290            | 2,761              





Capital Costs



Initial capital costs (including contingency
of US$927 million and preproduction mining costs) are estimated at US$5.5 billion, approximately 9.7% higher than the initial capital
estimate in the 2016 PFS Plan. Most of the cost increase in initial capital is related to the higher throughput that required a
bigger mining fleet at the start of production, larger size of equipment at the mill and changes in the tailing management facility
due to a higher mill rate. Also, contingency is higher to reflect the lower level of cost accuracy of the 2016 PEA Plan compared
to the 2016 PFS Plan.



Sustaining capital over the 51 year mine
life is estimated at US$10.0 billion and is dominated by capitalizing the underground mine expansions at Kerr, Mitchell and Iron
Cap block caves. In addition to sustaining capital, a further US$540 million has been charged against the project including US$454
million set aside in a sinking fund during the production period to pay for estimated water treatment obligations which continue
after closure and US$86 million for physical reclamation and other uses after mining operations have ceased.





36







Initial capital and sustaining capital
estimates for the 2016 PEA Plan are summarized as follows:



Capital Costs (US$
million)



|Direct Costs:                                         |       
|----------------------------------------------------- | ------
|Mine Site                                             | 1,272 
|Process                                               | 1,447 
|Tailing Management Facility                           | 509   
|Environmental                                         | 15    
|On-site Infrastructure                                | 23    
|Off-site Infrastructure                               | 120   
|Permanent Electrical Power Supply and Energy Recovery | 167   
|Total Direct Costs                                    | 3,553 
|Total Indirect Costs                                  | 848   
|Owner’s Cost                                          | 161   
|Contingency                                           | 927   
|TOTAL INITIAL CAPITAL                                 | 5,489 
|TOTAL LIFE OF MINE SUSTAINING CAPITAL                 | 10,018



Operating Costs



Average mine, process and G&A operating
costs over the 2016 PEA Plan project’s life (including waste mining and on-site power credits, excluding off-site shipping
and smelting costs) are estimated at US$11.61 per tonne milled (before base metal credits). Estimated unit operating costs decreased
6% from the 2016 PFS Plan primarily due to reduction in process and G&A cost associated with higher throughput. A breakdown
of estimated unit operating costs is as follows:



LOM Average Unit Operating
Costs (US$ Per Tonne Milled)



|Mining                | 4.47 
|--------------------- | -----
|Process               | 5.19 
|G&A                   | 0.86 
|Others                | 1.09 
|Total Operating Costs | 11.61



*excluding
pre-production cost of both open pit and underground mining



Economic Analysis



To compare the economic projections, the
2016 PEA Plan incorporates three of the same case analyses that were presented in the 2016 PFS Plan. A Base Case economic evaluation
was undertaken incorporating historical three-year trailing averages for metal prices as of July 31, 2016. This approach adheres
to National Instrument 43-101 and is consistent with industry practice. Two alternate cases were constructed: (i) a Recent Spot
Case incorporating recent spot prices for gold, copper, silver and the US$/CDN$ exchange rate; and (ii) an Alternate Case that
incorporates higher metal prices to demonstrate the project’s sensitivity to rising prices. The pre-tax and post-tax estimated
economic results in U.S. dollars for all three cases compared to the results of the 2016 PFS Plan are as follows:





37







Projected Economic
Results (US$)



|                                                 | Base Case | Recent Spot | Alternate
|------------------------------------------------ | --------- | ----------- | ---------
|2016 PEA                                         | 2016 PFS  | 2016 PEA    | 2016 PFS 
|Metal Prices:                                    |           |             |          
|Gold ($/ounce)                                   | 1,230     | 1,350       | 1,500    
|Copper ($/pound)                                 | 2.75      | 2.20        | 3.00     
|Silver ($/ounce)                                 | 17.75     | 20.00       | 25.00    
|US$/CDN$ Exchange Rate:                          | 0.80      | 0.77        | 0.80     
|Cost Summary:                                    |           |             |          
|Operating Costs Per Oz of Gold (life of mine)    | -$179     | $277        | $32      
|Total Cost Per Ounce of Gold Produced            | $358      | $673        | $553     
|Copper Credits Per Oz Gold Included in Costs     | -$1,328   | -$795       | -$1,104  
|Silver Credits per Oz Gold Included in Costs     | -$83      | -$71        | -$97     
|Initial Capital (includes pre-production mining) | $5.5 B    | $5.0 B      | $5.3 B   
|Sustaining Capital                               | $10.0 B   | $5.5 B      | $9.7 B   
|Unit Operating Cost On-site (US$/tonne)          | $11.61    | $12.36      | $11.17   
|Pre-Tax Results:                                 |           |             |          
|Net Cash Flow                                    | $26.3 B   | $15.9 B     | $24.1 B  
|NPV @ 5% Discount Rate                           | $6.1 B    | $3.3 B      | $5.7 B   
|Internal Rate of Return                          | 12.7%     | 10.4%       | 12.9%    
|Payback Period (years)                           | 5.6       | 6.0         | 5.3      
|Post-Tax Results:                                |           |             |          
|Net Cash Flow                                    | $16.7 B   | $10.0 B     | $15.3 B  
|NPV @ 5% Discount Rate                           | $3.4 B    | $1.5 B      | $3.2 B   
|Internal Rate of Return                          | 10.0%     | 8.0%        | 10.1%    
|Payback Period (years)                           | 6.4       | 6.8         | 6.1      



Note: Operating
and total cost per ounce of gold are after copper and silver credits. Total cost per ounce include all start-up capital, sustaining
capital and reclamation/closure costs. Dollar values followed by a B are in billions. The post-tax results include the B.C. Mineral
Tax and corporate provincial and federal taxes.



The 2016 KSM PFS/PEA Report includes sensitivity
analyses illustrating the impact on project economics from positive and negative changes to metal prices, capital costs and operating
costs. The Project is most sensitive to changes in metal prices and foreign exchange, less sensitive to changes in capital costs,
and least sensitive to operating cost and labour costs changes.



PFS and PEA Differences



Notable changes in the 2016 PEA Plan by comparison to the 2016
PFS Plan include:



|· |  | In the 2016 PEA Plan, open pits would account for only 22% of total production compared
to 70% in the 2016 PFS Plan. In the 2016 PEA Plan, the Kerr Deposit would be mined exclusively as a large underground block cave
along with the Deep Kerr deposit below (together “Kerr”). The 2016 PEA Plan mine plans in total would reduce the amount
of waste rock by 81% (by approximately 2.4 billion tonnes) compared to the 2016 PFS Plan, substantially shrinking the project’s
foot print and its environmental impact and reducing water treatment costs.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· |  | By including Deep Kerr, annual average maximum throughput of 130,000 tonnes per day
envisioned in the 2016 PFS Plan has been increased to 170,000 tonnes per day in the 2016 PEA Plan without significant redesign
of facilities. Increased throughput would increase metal production, reducing payback periods and improving estimated projected
internal rates of returns and net present values.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



38







|· |  | In the 2016 PEA Plan, estimated Base Case initial capital costs including pre-production
mining costs are about 9.7% higher than the 2016 PFS Plan due primarily to increased throughput. Base Case total cost per ounce
of gold produced in the 2016 PEA Plan is estimated at US$358 compared to US$673 per ounce in the 2016 PFS Plan. The change in
Base Case total cost is due to higher by-product credits from significantly higher copper production more than offsetting higher
sustaining capital for expanded underground development in the 2016 PEA Plan.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· |  | As a result of approximately 77% more copper that would be produced over the projected
life, Base Case life of mine operating costs in the 2016 PEA Plan are estimated at negative US$179 per ounce of gold produced,
compared to the positive US$277 per ounce in the 2016 PFS Plan.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



2016 PEA Plan Recommendations



The exploration drilling program on Deep
Kerr should be augmented with geotechnical activities to provide a better understanding of the rock structure characteristics important
for the mine design. Further testwork should be performed to confirm process parameters and test domain composites and point samples
to address geometallurgical variability that will support more advanced studies on the Deep Kerr deposit.



2016 Exploration



Exploration activities at the KSM Project
are being conducted by Seabridge personnel under the supervision of William E. Threlkeld, Senior Vice President of Seabridge. 
The following information regarding 2016 exploration at KSM, but excluding the resource estimates, was prepared by or under the
supervision of William Threlkeld, a qualified person for the purposes of NI 43-101. The resource estimates were prepared by RMI
under the direction of Michael Lechner, who is independent of Seabridge and a Qualified Person as defined by National Instrument
43-101.



Deep Kerr



The Issuer’s exploration program
at Deep Kerr in 2016 proposed core drilling designed to expand the block cave shapes that confine the current resource estimate
at Deep Kerr. The drill program was carefully designed to optimize the prospective mine plan at Deep Kerr. Five holes were completed
in 2016 which expanded the known resource about 500 meters along strike to the south at grades consistent with the deposit’s
inferred resource. These results were then added to the existing database and a new inferred resource estimate was completed.



Gold, copper, silver and molybdenum grades
in the new resource were estimated by RMI using inverse distance weighting methods and gold and copper grade domains that were
designed within modeled structural and lithologic controls of mineralization for the Deep Kerr zone. Trend plane search strategies
were defined for four distinct structural domains defining strike and dip projections for sample data. Copper and gold domains
were comparable to those used in the resource model completed in March of 2016 that was also prepared by RMI. Drilling during the
2016 campaign corroborated the major controls identified in past drilling with respect to copper and gold distribution and the
predictability of the resource model.





39







The grade models were validated visually
and by comparisons with nearest neighbor models. The drill hole database that was used for the estimate of the Deep Kerr mineral
resources consisted primarily of data collected by Seabridge from 77 core drill holes totaling more than 74,000 meters of core
drilling completed between 2009 and 2016. RMI reviewed the quality assurance/quality control protocols and results associated with
the Seabridge drilling and has concluded that the number and type of gold and copper standard reference materials (standards, blanks,
and duplicates) were reasonable. Based on the performance of those standard reference materials, RMI believes that the Seabridge
drill samples are reproducible and suitable for estimating mineral resources. Historical drill hole results were used in conjunction
with the 77 Seabridge core holes to estimate block grades for the upper portion of the Deep Kerr resource.



Block NSR values were calculated using
metal recovery projection formulae from metallurgical test work. This NSR value, stated in terms of Canadian dollars, reflects
metal prices, a US/Cdn currency exchange rate of 0.80, and offsite transportation, smelting, and refining charges.



Deep Kerr was treated
as a potential block cave (bulk underground) mining target. The lateral and vertical continuity of the zone provides a geometric
configuration that is likely to be amenable to these mining methods. Seabridge has retained Golder Associates, a leading industry
expert in underground mining, to undertake bulk underground mining studies for Deep Kerr. Golder used the block model prepared
by RMI to establish three separate draw point elevations at an NSR shutoff value of Cdn$16, and the conceptual cave footprints
of these three elevations were extruded upward 495 meters. Resources within the extruded shapes were tabulated for each of the
three hypothetical draw point elevations using an NSR cut-off value of Cdn$16, consistent with the resource statement in the
2016 KSM PFS/PEA Report. Evaluation of the economic potential of Deep Kerr was based on metal prices of US$3.00 per pound of
copper, US$1300 per ounce of gold, US$20 per ounce of silver, US$9.70 per pound of molybdenum together with estimated metal recoveries
from metallurgical test work. These metal prices are generally in line with, or lower than, the metal prices used by major mining
companies for their current resource disclosure for similar types of projects.



The updated Deep Kerr
inferred resource estimate as of February 2017, and the previous inferred resource estimate (which is included for comparison purposes)
are as follows:



Deep Kerr Undiluted Block Cave Inferred
Mineral Resources at C$16 NSR Cutoff



|Date of Estimate | Tonnes (millions)           | Average Grades                | Contained Metal            
|---------------- | --------------------------- | ----------------------------- | ---------------------------
|Gold (gpt)       | Copper
        
        (%) | Silver
        
        (gpt) | Moly
        
        (ppm)
|May 31, 2016     | 1,609                       | 0.31                          | 0.43                       
|Feb. 13, 2017    | 1,921                       | 0.31                          | 0.41                       



Note: Mineral Resources which are not
Mineral Reserves do not have demonstrated economic viability. It is reasonably expected that the majority of Inferred Mineral Resources
could be upgraded to Indicated Mineral Resources with continued exploration.



In order to facilitate cost-effective underground
exploration drilling of the Deep Kerr Deposit at depth compared to surface drilling, in 2016 the Issuer applied for and, in 2016,
received permits from the BC Government necessary to develop an exploration adit into the deposit. The proposed 2,100 meter long
adit would be collared in the Sulphurets Valley at the base of Kerr Mountain, declining at a 12 percent grade parallel to the footwall
of the Kerr deposit, allowing access to mineralized zones that have only been tested to depths approximately 1,800 meters below
surface. To date, all drilling at Deep Kerr has been from surface, resulting in very long holes which are slow and expensive to
drill. The adit will be needed to upgrade Deep Kerr’s inferred resource to higher categories. The adit will also provide
the opportunity to collect additional geotechnical information required to finalize the development of a block cave underground
mine plan for the Kerr Deposit.





40







Iron Cap Lower
Zone



At Iron Cap, a core hole (IC 16-62) was
drilled in the 2016 exploration program to test the Iron Cap Lower Zone at depth. The hole successfully found the down plunge extension
of Iron Cap’s higher grade core while also discovering a previously unknown deposit with initial gold and copper grades among
the best found to date on the KSM Project.



Drill hole IC-16-62 was collared well north
of previous drilling in an area covered by rubble and ice which had prevented surface mapping and geophysical surveys. The hole
was designed to be “steered” into the target zone using down hole navi-drilling tools to obtain an intersection below
the existing resource of the Iron Cap Lower Zone and about 400 meters below the intersection in drill hole IC-14-59 (593 meters
of 1.14g/T gold, 0.37% copper and 3.7g/T silver). The new hole confirmed the extension of the Iron Cap Lower Zone over an interval
of 556 meters at 0.83g/T gold, 0.24% copper and 4.4g/T silver in rocks that closely resemble IC-14-59.



In the shallow part of hole IC-16-62, a
distinctly separate mineralized zone was also intercepted, yielding a 61 meter interval averaging 1.2 g/T gold, 0.95% copper and
4.1 g/T silver. This zone consists of an intensely-veined porphyritic intrusive rock similar to KSM’s Mitchell deposit, juxtaposing
against the disseminated silica-potassic alteration of Iron Cap along a normal fault. Although the scale of this discovery is not
yet known, it rests below the Sulphurets Thrust Fault as do the other major deposits at KSM, it bears evidence of a powerful mineralizing
system and its mineralogy closely resembles the higher-grade core zones found on the KSM property. Early indications are that the
new discovery could represent a new core zone with a potentially positive impact on the project.



A potential significance of Lower Iron
Cap Zone lies in its proximity to the proposed Mitchell-Treaty Twin Tunnel alignment. Mineralized material potentially could be
accessed early in the mine schedule providing improved grades to the current production schedule and potentially lower capital
and operating costs than other deposits at KSM which are further from key infrastructure.



The Issuer plans to complete additional
drilling in 2017 to follow up on the newly discovered shallow zone at Iron Cap.



Independent Geotechnical
Review Board



In January, 2015, the Issuer established
an Independent Geotechnical Review Board (IGRB) for the KSM Project to review and consider the Project’s TMF and WSF
with a focus on their structural stability and integrity. The IGRB is in place to provide independent, expert oversight, opinion
and advice to Seabridge on the design, construction, operational management and ultimate closure of the TMF and WSF. The IGRB has
unimpeded access to all technical data necessary to enable them to assess KSM’s TMF and WSF on an ongoing basis to ensure
that these structures meet internationally accepted standards and practices which effectively minimize risks to employees, lands
and communities.





41







There are four core members of the IGRB
and four support members whose expertise will be called upon as needed. The IGRB comprises the following leading experts in their
fields:



|Name                                         | Education and Experience                                                                                                                                                                                                                                                                                                                                                                                
|-------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Dr. Andrew Robertson (Chairman, Core Member) | B.Sc. in Civil Engineering, a Ph.D. in Rock Mechanics and 45 years of experience in mining geotechnics, of which 37 years were gained while practicing from his home base in Vancouver, Canada.                                                                                                                                                                                                         
|Dr. Gabriel Fernandez (Core Member)          | Civil Engineer, M.S. in Soil, Ph.D. in Geotechnical Engineering and has over 40 years of experience.                                                                                                                                                                                                                                                                                                    
|Mr. Terry Eldridge (Core Member)             | P.Eng., FEC and has over 30 years of experience in the investigation, design, construction and closure of mine waste management facilities.                                                                                                                                                                                                                                                             
|Mr. Anthony Rattue (Core Member)             | P.Eng. and has over 40 years of experience in geotechnical engineering.                                                                                                                                                                                                                                                                                                                                 
|Dr. Leslie Smith (Support Member)            | Professor in the Department of Earth, Ocean and Atmospheric Sciences at the University of British Columbia, where he holds the Cominco Chair in Minerals and the Environment, and has 40 years of experience in hydrogeology in the topic areas of groundwater flow and contaminant transport, numerical modeling, groundwater – surface water interactions, and applications of hydrogeology in mining.
|Dr. Ian Hutchison (Support Member)           | Ph.D. in Civil Engineering and has over 40 years of experience in the planning design and construction of mining and heavy civil engineering facilities in North and South America and Southern Africa.                                                                                                                                                                                                 
|Mr. Jim Obermeyer (Support Member)           | M.S. in Civil Engineering with a specialty in Geotechnical Engineering, a licensed professional engineer in Colorado, Arizona, New Mexico, Montana and Wyoming, and has 40 years of experience in Civil and Geotechnical Engineering and managing and coordinating multidisciplinary projects.                                                                                                          
|Dr. Jean Pierre Tournier (Support Member)    | Ph.D. in Civil Engineering - Soil Mechanics and has 35 years of experience in the design and construction of hydroelectric developments.                                                                                                                                                                                                                                                                



The initial IGRB review of Seabridge Gold’s
TMF and WSF design was conducted between March 9 and 12, 2015 and was developed to answer five questions: (1) Are dams and structures
located appropriately; (2) Are dam sections, materials, construction methods and sequencing appropriate for the site; (3) What
are the greatest design, construction and operating risks; (4) Are the facilities designed to operate effectively, and: (5) Are
the facilities designed to be safe? The Board concluded that it was satisfied with the project’s designs and responded favourably
to all five questions, as highlighted in the Board’s first report which was released in April 2015. The IGRB’s report
is posted to the Issuer’s KSM Project website at www.ksmproject.com. Additionally, the Board presented a series of recommendations
for Seabridge to consider during the ongoing engineering design of TMF and WSF as development continues.





42









Courageous Lake Project



Overview



The Courageous Lake Project is a gold project
located approximately 240 kilometers northeast of Yellowknife in the Northwest Territories, Canada. The property is comprised of
61 federal mining leases, 26 federal mining claims and one optioned federal mining lease (Red 25, defined below) having a combined
area of 124,189.9 acres. Seabridge has a 100% interest in the project, subject to a 2% NSR on certain portions of the property.
The Project is located in the Slave Structural Province within the Courageous Lake greenstone belt (“CLGB”),
which is a steeply east dipping homocline sequence of metavolcanic and metasedimentary rocks of the Yellowknife Supergroup. Felsic
volcanic rocks and their intrusive equivalents in the CLGB were derived from peraluminous, sub-alkaline magmas of calc-alkaline
affinity. These felsic volcanic lithologies are the predominant host of the FAT deposit.



The property lies in a historic mining
district and includes two past producing gold mines. Year round access is available by air only, either by fixed wing aircraft
to the airstrip at the former Salmita mine six kilometers to the south, or via float-equipped aircraft to several adjacent lakes.
During mid-winter, access is available via a winter road which branches from the main Tibbitt to Contwoyto winter road.



Considerable exploration work was completed
at the property before it was acquired by Seabridge in 2002. Seabridge has completed additional extensive exploration and development
on the property, culminating in the preparation of a preliminary feasibility study in 2012. Since the preparation of the pre-feasibility
study the focus of activities on the property has been on finding new deposits along the CLGB and, in March, 2014, the Issuer announced
a resource estimate for a newly discovered higher grade deposit at Walsh Lake. Since the announcement of the resource estimate
in 2014 the Issuer has only completed very limited exploration work on the Property.



Property Acquisition



In May 2002, the Issuer entered into a
purchase agreement with Newmont Canada Limited and Total Resources Canada Limited on the Courageous Lake project comprised of 17
mining leases covering 18,178 acres. The purchase by Seabridge closed on July 31, 2002. Under the purchase agreement, Seabridge
paid Newmont/Total US$2.5 million in cash and granted them a 2.0% NSR and agreed that it would be liable to make two (2) further
payments of US$1.5 million, each subject to the price of gold passing certain thresholds, for a 100% interest in the property.
A further US$1.5 million was paid to Newmont/Total in March 2003 as a result of the spot price of gold closing above US$360 per
ounce for 10 consecutive days. The final US$1.5 million was paid to Newmont/Total in February 2004 as a result of the spot price
of gold closing above US$400 per ounce for 10 consecutive days. Upon acquiring the Courageous Lake project, Seabridge assigned
its right thereto to its wholly owned subsidiary, Seabridge Gold (NWT) Inc. (formerly, 5073 N.W.T. Ltd.). The obligations of Seabridge
Gold (NWT) Inc. (“Seabridge NWT”) under the agreement, including the payment of the royalty, is secured by a
debenture under which the vendors have been granted a security interest in the Courageous Lake property.



In 2004, an additional property ("Red
25") was optioned in the area. Under the terms of the agreement, the Issuer paid $50,000 on closing and is required to
make option payments of $50,000 on each of the first two anniversary dates and subsequently $100,000 per year. In addition, the
Red 25 property may be purchased at any time for $1,250,000 with any option payments being credited against the purchase price.
Subsequent to this acquisition, Seabridge staked contiguous open ground totaling an additional 49,133 acres in 42 mining claims
of which a portion is subject to the terms of the purchase agreement with Newmont/Total, including the 2% royalty.





43







Land Status



As of December 31, 2016, the Courageous
Lake property is comprised of 61 Federal mining leases, 26 Federal mining claims and one optioned Federal mining lease, having
a combined area of 124,189.9 acres. Seventeen of the mining leases were acquired from Newmont/Total as described above. The mining
leases are encumbered by two Royalty Agreements and two Debentures registered in favour of Newmont Canada Limited and Total, respectively.
The property is subject to a 2 km area of interest from and parallel to all exterior boundaries of the mining leases.



The 26 Federal mining claims were staked
on behalf of Seabridge NWT and are currently recorded 100% to Seabridge NWT (under its former name 5073 NWT Ltd.). There are no
liens, charges or encumbrances registered against title to the staked mining claims.



The Red 25 mining claim was optioned by
Seabridge NWT from Bathurst Inlet Developments (1984) Limited in 2004, through an Option to Purchase Agreement, wherein, Seabridge
NWT may, subject to making yearly option payments or a lump sum payment totaling $1,250,000.00, purchase 100% of the mining claim.
Until such time as Seabridge NWT has exercised the Option, ownership of the mining claim remains in the name of Bathurst Inlet
Developments (1984) Limited. The Red 25 mining claim was converted to a mining lease on February 6, 2012.



Courageous Lake Preliminary
Feasibility Study of September 2012



In 2011 the Issuer completed a preliminary
economic assessment of the Courageous Lake Project and, based on the results of this assessment, decided to engage independent
consultants to prepare the first Preliminary Feasibility Study for the Courageous Lake Project. On September 5, 2012, a preliminary
feasibility study for the Courageous Lake Project was completed by Tetra Tech, and incorporates the work of a number of independent
industry-leading consulting firms. The preliminary feasibility study was revised and reissued on November 11, 2014 to also state
the economic analysis therein on an after-tax basis. This revised reported has an effective date of September 5, 2012, is entitled
“Seabridge Gold Inc. – Courageous Lake Prefeasibility Study” (the “2012 CL PFS Report”) and
is available on SEDAR at www.sedar.com. The consultants and their responsibilities are as follows:



|· |  | Tetra Tech, under the direction of Dr. John Huang (overall report preparation, metallurgical
testing review, mineral processing, infrastructures (excluding power supply and airstrip), operating costs (excluding mining operating
costs), capital cost estimate and project development plan), Dr. Sabry Abdel Hafez (financial evaluation), Nigel Goldup (tailings,
surface water management and waste rock storage facilities, and surficial geology) and Kevin Jones (airstrip upgrade)
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· |  | Moose Mountain Technical Services under the direction of Jim Gray (mining, mine capital
and mine operating costs)
|- |  | -----------------------------------------------------------------------------------------------------------------

|· |  | W.N. Brazier Associates Inc. under the direction of W.N. Brazier (power generation)
|- |  | -----------------------------------------------------------------------------------

|· |  | ERM Consultants Canada Ltd. under the direction of Pierre Pelletier (environmental
matters)
|- |  | -------------------------------------------------------------------------------------------

|· |  | Golder Associates Ltd. under the direction of Albert Victor Chance (open pit slope
stability)
|- |  | ---------------------------------------------------------------------------------------------



44









|· |  | SRK Consulting (Canada) Inc., under the direction of Stephen Day (metal leaching and
acid rock drainage)
|- |  | --------------------------------------------------------------------------------------------------------

|· |  | Resource Modeling Inc. under the direction of Michael Lechner (mineral resources)
|- |  | ---------------------------------------------------------------------------------



The following (to “Recent Exploration”)
summarizes information from the 2012 CL PFS Report. Since the date of the 2012 CL PFS Report, devolution of certain jurisdiction,
including management of lands and water resources, from the federal government to the Northwest Territories government occurred
in April, 2014 and, although the Issuer does not consider this material to the information regarding permits in the 2012 CL PFS
Report, the regulatory authority involved will differ in certain cases from those specified in the 2012 CL PFS Report (and also
as reflected in the summary below).



Property Description
and Location



The Courageous Lake Property is located
240 km northeast of Yellowknife NWT, Canada and is approximately 124,190 acres. The property is situated within the Courageous
Lake greenstone belt (“CLGB”) in the Slave Structural Province. Figure 4 shows the location of the Courageous
Lake Project.



The property is a collection of mineral
leases and mining claims that trend north-south along the approximately 54 km length of the CLGB. The property includes the past
gold producing properties of the Salmita mine operated by Giant Yellowknife Mines, and the Tundra mine operated by Royal Oak Mines.



Mining projects in the NWT are subject
to regulation under federal and territorial legislation to protect workers, the environment, and surrounding communities. The principal
licences and permits required for the Courageous Lake Project include completing the environmental assessment process under the
Part 5 of the Mackenzie Valley Resource Management Act (Northwest Territories), a water licence and land use permit granted
by the Mackenzie Valley Land and Water Board, stream crossing authorizations from Fisheries and Oceans Canada, an explosive factory
licence and, possibly, an authorization for waste water disposal under the Metal Mining Effluent Regulations of the Fisheries
Act (Canada). A more comprehensive list of licences and permits appears in the 2012 CL PFS Report.



Accessibility,
Climate, Infrastructure and Physiography



Year-round access to the property is possible
by air only, either by helicopter or fixed wing aircraft to the airstrip at Salmita (located 6 km to the south), or by fixed wing
aircraft equipped with skis or floats to nearby lakes. In addition, access in mid-winter is possible over an approximately 35 km
winter road, which branches off the main Tibbitt to Contwoyto winter road. There are no significant population centres near the
property, outside of Yellowknife. All supplies need to be brought in either by air or by road during the winter months.



The overall topography of this area is
very gentle and is characterized by rolling hills that range from 418 to 450 m in elevation above sea level. Typically, the maximum
change in elevation is only about 30 m. Tundra type vegetation and small scrub brush dominate the areas between outcrops, particularly
along the ridges in the southern edge of the property. The northern part of the property is dominantly flat with little or no outcrop.





45







Temperatures range from a monthly average
of -31.1°C to +18.2°C; with an average daily mean temperature of -8.5°C. The annual average wind speed is 4.4 m/s with
maximum gusts of 19.4 m/s. Precipitation at the Courageous Lake Project is relatively low, with the majority of precipitation occurring
during the summer months. Total annual precipitation recorded at the site between 2010 and 2011 averaged 199.1 mm. Average monthly
precipitation was 16.6 mm. Regionally, the average snow depth between October and April ranges between 7 and 31 cm at Cambridge
Bay and between 2 and 39 cm at Yellowknife.



Exploration History



Gold was first discovered in the Courageous
Lake area in the early 1940’s. The Tundra deposit was discovered in 1944 and the Salmita deposit in 1947. Beginning in 1980,
Noranda Exploration Ltd. initiated exploration in the Courageous Lake Volcanic Belt. Noranda’s work resulted in the discovery
of two gold deposits: the Tundra deposit (Main Zone) or Fat Zone, and the Carbonate Zone, which together form the Courageous Lake
property. In 1988, Noranda made the decision to sink a shaft to provide access for conducting an underground definition drilling
program and to be able to test gold grade and continuity.



In 1997, Placer Dome optioned the property
with the concept of developing a bulk tonnage open pit deposit. To test that concept, Placer Dome carried out surface diamond drilling
programs during the fall of 1997 and summer/fall of 1998. Placer Dome completed 13,345 m of drilling and other basic exploration
work.



In June 2002, Seabridge purchased the property
from the Newmont-Total Tundra Joint Venture.



During 2003, Seabridge designed and executed
a work program on the Courageous Lake property with the goal of evaluating and prioritizing potential gold targets. Four targets
were developed: South FAT Extension, Olsen Lake target, Walsh Lake target, and Salmita Mine target. These targets were selected
as those that represented the highest probability to develop new resources for the Project.



In 2004, drill testing of selected priority
targets was undertaken by Seabridge. The program was completed in two stages: initial testing for strataform gold concentrations
similar to the FAT deposit and sectional drilling for potential resource additions. The initial program intended to test three
target areas: Olsen Lake, Walsh Lake, and the South FAT Extension. Ground conditions precluded a test of the Walsh Lake target,
but the other targets were tested. Results from the initial stage of the program led Seabridge to initiate sectional drilling on
the South FAT Extension. Surface and initial drilling results indicated that 300 m of strike could be added to the FAT deposit
with the completion of sectional drilling.



During the 2005 and 2006 field seasons,
Seabridge drilled approximately 39 diamond core holes totalling 15,428 m. After directing its focus to the KSM Project during 2007-2009,
the Issuer drilled 49 diamond core holes and 10 shallow core holes for geotechnical purposes, totalling about 22,400 m in 2010.
In 2011, Seabridge drilled 52 diamond core holes totalling about 15,000 m. The focus of the 2011 program was to upgrade the inferred
resources within the confines of a conceptual open pit that was defined in the preliminary economic assessment of the Project prepared
in 2011.





46







Figure 4 – Location
of Courageous Lake Project







Geology



The Project is located within the CLGB,
which is a steeply east dipping homocline sequence of metavolcanic and metasedimentary rocks of the Yellowknife Supergroup. The
CLGB is bounded to the west by a sodic granite pluton, referred to as the Courageous Lake Batholith, and to the east by conformably
overlying turbidite sequences. Dynamothermal regional metamorphism within the CLGB has created mineral assemblages indicative of
mid-greenschist facies metamorphic grade. Lower amphibolite facies grade metamorphism has been identified north and south of the
CLGB.





47







The volcanic material within the CLGB represents
a tholeiitic to calc-alkaline suite of volcanic rocks common to many Archean greenstone belts. Uranium-lead dating and rubidium-strontium
dating age determinations reveal an age of 2.66 Ga.



Felsic volcanic rocks and their intrusive
equivalents in the CLGB were derived from peraluminous, sub-alkaline magmas of calc-alkaline affinity. These felsic volcanic lithologies
are the predominant host of the FAT deposit.



Within the felsic volcanic rocks are abundant
lense-shaped epiclastic intercalations that are thought to be derived from a tuffaceous source. The lithologies are tuffaceous
greywacke, thinly laminated siltstone, and fine-grained arkosic sandstone.



The mineral domains or zones of the FAT
deposit are defined by a discrete suite of hydrothermal alteration assemblages. The lateral continuity and stratigraphic thickness
of the hydrothermal system indicates that the FAT deposit is robust in volume and durations. The predominant hydrothermal alteration
minerals in the FAT deposit are illite group sheet silicates, referred to as “sericite”. Silicic alteration of varying
intensity is ubiquitous throughout the defined mineralized zones and is represented by silica flooding of groundmass material in
volcanic rock. Generally the most intense zones of silica alteration are not indicative of higher gold concentrations. Carbonate
alteration is also quite ubiquitous and occurs as calcite, ankerite, and siderite.



Mineralization



Sulfide mineralogy in the FAT deposit is
relatively simple and consists of pyrite, pyrrhotite, arsenopyrite, sphalerite, and chalcopyrite in decreasing order of abundance.
While all of these minerals can be found in the mineralized zones, only arsenopyrite has a consistent correlative relationship
to gold concentrations. Arsenopyrite occurs in three distinct habits: acicular disseminated crystals, anhedral disseminated clots,
and euhedral crystals in fractures. The acicular variety tends to have the clearest association with higher-grade gold mineralization.



Security of Samples



The Issuer follows an ongoing and rigorous
sample preparation, security, quality control/quality assurance protocol at its Courageous Lake project, including blank and certified
reference standards inserted by the Company at a rate of not less than one of each type in every 30 samples. Repeats and re-splits
of the sample rejects are being analyzed at a rate of not less than one sample in every 25 for each type.  Cross-check analyses
are being conducted at a second external laboratory on at least 10% of the samples. The details of these procedures are outlined
in the 2012 CL PFS Report.





48







Metallurgy



Several major testing programs have been
performed on the mineral samples from the property since 2003 as follows:



|Date                                                                                                 | Consultant                                             | Program                                                                                                                                                                                                           
|---------------------------------------------------------------------------------------------------- | ------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|June 2003-
                                                                                July 2004 | SGS-LakefieldResearch Ltd.                             | a comprehensive investigation into flotation and gravity concentration, flotation concentrate pre-treatments by bio-oxidation (BIOX) and pressure oxidation (POX), cyanide leaching, and POX slurry neutralization
|2007                                                                                                 | G&T Metallurgical Services Ltd.                        | focused on optimizing flotation performance                                                                                                                                                                       
|2010                                                                                                 | SGS-LakefieldResearch Ltd.                             | test work investigated the metallurgical responses of the various mineral samples collected in 2010 to flotation, POX, and cyanidation                                                                            
|2011                                                                                                 | SGS-LakefieldResearch Ltd.                             | test work investigated the metallurgical responses of the various mineral samples collected in 2011 to flotation, POX, and cyanidation                                                                            
|2012                                                                                                 | G&T Metallurgical Services Ltd./ Sherritt Technologies | Further investigate flotation optimization, POX tests, cyanide amenability tests on the POX residues and cyanide destruction tests on the cyanide leach residues                                                  



The Lakefield study revealed that the dominant
sulfides in the mineralization were arsenopyrite (<5-350 μm), pyrite (~5-350 μm), marcasite (20-350 μm), and pyrrhotite
(~5-350 μm). The gold occurred as liberated gold, or associated with sulfides and silicates. Gold grain sizes ranged from microscopic
invisible to 70 μm. The degree of the sulfide oxidation appeared to be very low. The G&T investigation indicated that between
43% and 54% of sulfides were liberated when the sample was ground to a particle size of 80% passing 165 μm.



These testing programs also determined
mineral sample resistance to various comminution processes. The test work determined the Bond ball mill work index and hardness
parameters related to SAG and HPGR crushing.



The grindability test results indicated
that the sample is moderately hard for grinding by ball mills but is very hard for milling by SAG mills. The HPGR locked cycle
tests showed that the gross specific energy requirement for particle size reduction by HPGR was 2.20 kWh/t with a specific throughput
of 257 ts/hm3.



The mineralization responded well to flotation
concentration. The various test programs produced very similar metallurgical performances. Gold recovery by flotation was high,
ranging from 85 to 95%. The pressure oxidation (“POX”) and cyanidation tests by Lakefield and Sherritt indicated
a significant improvement in gold extraction when the flotation concentrate underwent a high degree of POX. The three separate
testing programs by the two laboratories showed that over 98% of the sulfide sulfur can be oxidized with the standard conditions
practiced in the POX industry. The test work indicated that gold extraction improved substantially with increasing sulfur oxidation.
The Lakefield and Sherritt test results showed that the gold extractions from the POX residues varied from 94 to 99%.



Estimated average metallurgical performance
according to the test results and the proposed mining plan are for gold recovery of 89.4%.



Mineral Resources



In late 2011 and early 2012, RMI constructed
a new resource model incorporating 2011 drilling results and an updated geologic interpretation that was completed by Seabridge's
geologic staff. Block gold grades were estimated using a series of nested inverse distance cubed interpolation runs within mineral
zone wireframe boundaries. Additional constraints were implemented for the updated model using indicator probabilities and a more
selective search strategy referred to as "dynamic anisotropy". The estimated block grades were classified into measured,
indicated, and inferred categories using a combination of distance to drilling data, the number of drill holes used to estimate
block grades, and a wireframe shape reflecting mineralized continuity. The following table summarizes the undiluted measured, indicated,
and inferred mineral resources of the Courageous Lake deposit at a 0.83 g/T gold cut-off grade. The measured and indicated mineral
resources in the Table below are inclusive of mineral reserves.





49







Summary of Undiluted Gold Resources



|Measured                        | Indicated                   
|------------------------------- | ----------------------------
|Tonnes
        (000’s)          | Grade
        
        (g/T)
|13,401                          | 2.53                        
|Measured and Indicated          | Inferred                    
|Tonnes
        
        (000’s) | Grade
        
        (g/T)
|107,315                         | 2.31                        



Note: This
table does not include the results of the 2012-13 exploration programs at the Courageous Lake Project. These resource estimates
have been prepared in accordance with NI 43-101. See “Cautionary Note to United States Investors”. Mineral Resources
which are not Mineral Reserves do not have demonstrated economic viability. Inferred resources are based on limited geologic evidence
and sampling.  It is reasonably expected that the majority of inferred resources could be upgraded to indicated resources
with continued exploration.



Mine Planning



Pit Limits



MMTS has produced a series of LG pit shell
optimizations for the Courageous Lake deposit using the resource model provided by RMI. The pit optimizations use mining, processing,
tailing management, general and administrative (G&A) costs, and process metal recoveries. The processing cost includes a gold
plant to produce doré on site. Only measured and indicated resource classes are used in the pit optimization.



Cut-off Grade is determined using an estimated
NSR in CDN$/t, which is calculated using Net Smelter Prices (NSP). The NSR (net of offsite refining charges and onsite mill recovery)
is used as a cut-off item for break-even economic material selection. The NSP includes metal prices, US$ exchange rate, off-site
transportation, and refining charges. The metal price used is US$1,244 per ounce and resultant NSP is CDN$41.98 per gram.



The ultimate economic pit limit for the
2012 CL PFS Report is selected using the Base Case price described above. Typically a time discounted value analysis would be used
on a project with a 15- to 20-year mine life to maximize the NPV and IRR. However, when this is done, deeper ore grade material
is discounted more heavily and often the pit size is decreased. Even though a discounted value analysis could possibly improve
the financial results of this prefeasibility-level study by limiting the mining to shallower ore, the discounted method was not
chosen. Instead the larger, less economic, pit limit has been selected as a basis for this study to maximize the mineable resource
in anticipation that future exploration will upgrade the inferred material internal in the pit, to a measured or indicated resource.
Future studies will consider a time discounted economic pit analysis after the inferred material has been drilled.





50







The in-situ LG pit delineated resource
summarized in the table below uses a NSR cut-off grade of CDN$20.10 per tonne but does not include any mining dilution or mining
loss.



Measured
and Indicated LG Pit Resources



|In situ Pit Resources(Million tonnes) | Au(g/T) | Mine Rock (Million tonnes) | Strip Ratio
|------------------------------------- | ------- | -------------------------- | -----------
|86                                    | 2.35    | 935                        | 10.8       



The total in-situ metal contained in the
chosen LG ultimate pit is estimated to be 6.5 Moz of gold. The mineral resources in the Table above are inclusive of mineral reserves.



Mine Rock Management
Facility



The mine rock management facility for the
Project is to be situated east of the pit area, and constructed using a combination of bottom-up and top-down methods. The proposed
schedule of mine rock placement enables flotation tailing to be contained within the footprint of this facility. Allowances are
made to address reclamation and post-closure requirements by configuring the constructed slopes at the overall reclamation slope
angle. Leach residue tailing would be stored between the ultimate pit and immediately west of the mine rock management facility.



Overburden inside the ultimate pit limit
is stripped and placed in the overburden stockpile to the west of the pit. This stockpile is used for reclamation material.



Mining Operations



Mining operations, methods, and equipment
would be typical of open-pit mining in northern Canada. The Project would be a large-capacity operation that utilizes large-scale
equipment for the major operating areas in order to generate high productivities, and reduce unit and overall mining costs. The
maximum size of the large mining equipment would be constrained by the maximum loads, which can be delivered along the winter road.



Detailed pit phases are developed from
the results of the LG sensitivity analysis, which integrates the detailed pit slope criteria and high wall roads. The ultimate
pit is divided into smaller mining phases, or pushbacks, to enable a low strip ratio starter pit and to allow for more even waste
stripping during the optimized scheduling stage of the project design.



Dilution and mining loss estimates consider
the selective mining method required to efficiently extract the narrow near vertical lenses that characterize the Courageous Lake
mineralized zones. Proven and Probable Reserves are estimated using diluted whole block grades with additional mining dilution
and loss varying by the number of block model resource contact edges with waste blocks. Cut-off grade, mining dilution, loss, and
dilution grades were estimated as follows:





51







Cut-off
Grade, Mining Dilution, Loss and Dilution Grades



|Contact Edges | Cut-off Grade NSR ($/t) | Dilution(%) | Loss(%) | Dilution Grade(Au g/T)
|------------- | ----------------------- | ----------- | ------- | ----------------------
|0             | 20.5                    | 0           | 0       | 0.404                 
|1             | 20.5                    | 5           | 5       | 0.404                 
|2             | 20.5                    | 5           | 5       | 0.404                 
|3             | 20.5                    | 5           | 5       | 0.404                 
|4             | 20.5                    | 5           | 5       | 0.404                 



The grade of dilution material is derived
from blocks in the model that are just below the specified cut-off grade. Internal dilution contained in the block model accounts
for the rest of the expected mining dilution. Estimated proven and probable reserves are stated in the table below. The mineral
reserves in the Table below are included in measured and indicated mineral resources stated elsewhere in this AIF.



Proven
and Probable Reserves



|Class    | Ore(Million Tonnes) | Au(g/T) | Contained Metal(Million Ounces)
|-------- | ------------------- | ------- | -------------------------------
|Proven   | 12.3                | 2.41    | 0.96                           
|Probable | 78.8                | 2.17    | 5.50                           



The production schedule has been developed
using Mintec Inc.’s MineSight® schedule software.



The mine plan and production schedule will
undergo further refinement during higher levels of study for the Project. Additional geotechnical information on high wall capabilities
should confirm the pit slopes and determine if the ultimate pit can be designed to a deeper depth. Further details on rock storage
management, water management, and final land use will be developed for the Environmental Assessment application, the result of
which will impact the mine plan. These elements, along with other optimization details, will need to be integrated into feasibility-stage
mine planning.



Mineral Processing



The proposed process plant would process
17,500 tonnes per day of mineralization. The plant would be operated 365 days per year at an availability of 92%.



The flowsheet proposed for the Project
includes HPGR/grinding comminution, conventional flotation, flotation concentrate POX, cyanidation, and gold recovery/refining
circuits. The comminution consists of primary crushing by gyratory crusher, secondary crushing by cone crusher, and tertiary crushing
by HPGR followed by ball mill grinding. The conventional flotation includes rougher flotation, scavenger flotation, and cleaner
flotation on scavenger flotation concentrate. The rougher flotation concentrate together with the scavenger cleaner concentrate
would be oxidized under pressure after being reground and acid preleached. A portion of the slurry and acid-bearing solution from
the POX circuit would be recycled back to the POX pre-leaching. The slurry and the acid-bearing solution of the POX discharge would
be separately neutralized. The POX residue or oxidized concentrate would be leached in a carbon-in-leach (CIL) circuit; the cleaner
flotation tailing would be reground and cyanide leached together with the POX residue. Gold recovery is to be completed by stripping
the loaded carbon from the CIL circuit, followed by electrowinning to produce gold doré as a final product. The flotation
tailing and the cyanide residue is to be thickened and disposed of separately. The residual cyanide in the leach residue would
be destroyed by a sulphur dioxide (SO2)/air oxidation procedure prior to disposal to the lined leach residue storage facility.





52







The HPGR circuit is recommended, instead
of a SAG mill grinding arrangement, to reduce energy consumption.



Mine Rock, Tailing,
and Desalination Solids Management Facilities



Mine rock and run-of-mine (ROM) waste products
from the mining operations will comprise approximately:



|· |  | 1,142 Mt of mine rock
|- |  | ---------------------

|· |  | 18 Mt of neutralized leach residue tailing, including the flotation tailing that is
used for neutralizing the POX residue
|- |  | -------------------------------------------------------------------------------------------------------------------------

|· |  | 73 Mt of flotation tailing
|- |  | --------------------------

|· |  | 0.38 Mt of dry salt product from the pit depressurization desalination plant.
|- |  | -----------------------------------------------------------------------------



The tailing, residue, and mine rock is
to be stored in a tailing/mine rock management facility on a flat open area, east of the open pit and south of Courageous Lake.
In addition, the dry salt product (associated with the pit depressurization) is to be temporarily stored in encapsulated cells
within a landfill located immediately west of pit.



The neutralized leach residue tailing is
expected to be somewhat finer than the flotation tailing stream and is to be deposited into a containment structure east of the
open pit. The tailing would be pumped as slurry to the storage facility. The neutralized leach residue containment structure would
primarily be constructed from mine rock and would be lined.



The flotation tailing would be stored within
the mine rock storage facility. The mine rock would form the primary containment structure and would be internally lined with crushed
bedding and transition materials. Approximately 53.1 Mm3 of flotation tailing would be disposed of in the tailing storage
facility during the life of the mining operations.



Mine rock represents the largest waste
stream from the mining operations with an estimated volume of 519 Mm3. The mine rock management facility is to be located to the
east of the pit and would occupy an area of 660 ha. The mine rock would be directly hauled from the pit and end-dumped in 30 m
lifts and the mine rock management facility would attain a final elevation of 570 m, which is equivalent to a height between 130-150
m. Seepage and runoff from this facility is to be collected and managed within the water storage pond.





53







Multiple options were investigated for
potential saline water handling processes. It is currently proposed to treat the water using reverse osmosis and thereafter evaporate
the concentrated brine to produce a dry salt product. It is proposed to temporally store this dry product in encapsulated cells
within a landfill located immediately west of the pit. At the end of mining operations, this saline product is to be moved to the
base of the pit prior to pit flooding.



Currently, Matthews Creek flows through
the proposed open pit area so it will be necessary to divert the creek away from the open pit mining operations. In terms of the
proposed mine infrastructure layout, a diversion channel options assessment determined that the most suitable routing for the diversion
channel is approximately 1.5 km west of the existing Matthews Creek.



Infrastructure



Due to the remote location, the Courageous
Lake Project requires its own power generation, a permanent camp, access by air and by winter road and warehousing and storage
at site.



Site logistics include freight delivery
over winter roads and air services for personnel and smaller freight components. To meet the Project’s requirements, the
existing airstrip will be upgraded to accommodate more frequent flights with larger aircraft in three phases. Currently, there
is the Tibbitt to Contwoyto winter ice road connecting Yellowknife, NWT, with the Diavik and EKATI diamond mines. For the purposes
of the 2012 CL PFS Report, it is assumed that the Project will use the existing winter road. Transport services along the ice roads
are available on average for a period of nine weeks per year, generally starting from the last week in January until the first
week in April.



The selected power supply option for the
Project includes a combination of thermal power, based on a diesel power plant, and wind power generation. To meet the estimated
process plant and ancillary average annual load of 24.4 MW, a normal running load of 26.0 MW, and a peak load of 29.4 MW, a total
of 9 generator sets are required, each with a nominal continuous rating of around 4.4 MW and a “prime” (short time
overload) rating of 4.8 MW. With 7 sets operating, the total continuous capacity is 30.8 MW and the short time “prime”
capacity is 33.6 MW. This arrangement provides two redundant generator sets (one permitted to be down for service or maintenance,
and one on hot standby to allow for a forced outage).



Based on the analysis of the Courageous
Lake wind speed data, a mean wind power density at 50 m is indicated as being 385 W/m2, which, although rated as only “Fair”
by industry guidelines, nonetheless represents an attractive supplemental source of energy for the Project. This is due to the
fact that the alternative is more expensive diesel generated power. A wind farm of 31.5 MW installed capacity has been selected.
Further studies are recommended in order to arrive at the optimal wind farm size.



The projected total annual energy consumption
for the process plant is 213,829 MWh. Based on the proposed wind farm, there would be 91,900 MWh produced by wind and 121,931 MWh
by diesel generation. Thus, with a 31.5 MW wind farm consisting of 21 turbines, approximately 43% of the required energy would
be provided by wind in an average year.



Figure 5 shows the Courageous Lake Project
and its proposed infrastructure near the end of mining at the project.





54







Figure 5 – Courageous
Lake Project Infrastructure





Project Capital
Costs



The initial capital cost estimate for the
project is estimated at US$1.52 billion, broken down as follows:



|Description                                           | US$000  | US$000
|----------------------------------------------------- | ------- | ------
|Direct Costs                                          |        
|Overall Site                                          | 59,745  |       
|Open Pit Mining                                       | 96,701  |       
|Crushing and Stockpiles                               | 83,238  |       
|Grinding and Flotation                                | 135,039 |       
|Pressure Oxidation                                    | 88,660  |       
|Thickening, Neutralization and Cyanide Leaching       | 38,940  |       
|Gold ADR Circuit, Cyanide Handling and Electrowinning | 14,833  |       
|Reagents and Consumables                              | 23,536  |       
|Tailing Management Facility                           | 53,422  |       
|Water Treatment Plant                                 | 8,774   |       
|Site Services and Utilities                           | 34,352  |       
|Ancillary Buildings                                   | 66,839  |       
|Airstrip and Loading/Unloading Facilities             | 12,203  |       
|Plant Mobile Equipment                                | 3,058   |       



55









|Temporary Services                  | 49,085  |          
|----------------------------------- | ------- | ---------
|Electrical Power Supply             | 179,838 |          
|Yellowknife and Edmonton Facilities | 17,227  |          
|Sub-total Direct Costs              |         | 965,490  
|Indirect Costs                      |         |          
|Indirects                           | 315,187 |          
|Owner’s Costs                       | 55,059  |          
|Contingency                         | 186,703 |          
|Indirects Subtotal                  |         | 556,949  
|Total Capital Cost                  |         | 1,522,439



All currencies in this section are expressed
in US dollars. Costs in this estimate have been converted using a fixed currency exchange rate based on the Bank of Canada three-year
average of CDN$1.00 to US$0.98 (base case). The expected accuracy range of the capital cost estimate is +25%/-15%. This capital
cost estimate includes only initial capital, which is defined as all capital expenditures that are required up until the start
of gold doré production.



This estimate is prepared with a base date
of Q2 2012 and does not include any escalation past this date. Budget quotations were obtained for major equipment. The vendors
provided equipment prices, delivery lead times, freight costs to a designated marshalling yard, and spares allowances. The quotations
used in this estimate were obtained in Q1/Q2 2012, and are budgetary and non-binding. For non-major equipment (i.e. equipment less
than $100,000), costing is based on in-house data or quotes from recent similar projects. All equipment and material costs include
Free Carrier (FCA) manufacturer plant Inco terms 2010. Other costs such as spares and freight are covered separately in the Indirects
section of the estimate.



Project Operating
Costs



The operating costs for the Project, as
shown in the table below, were estimated at US$47.35/tonne of ore processed. The estimate was based on an average annual process
rate of 6,387,500 tonnes ore milled at a gold grade of 2.20 g/T, including dilution.



|                 | Annual Costs (US$000)       | US$/tonne Milled
|---------------- | --------------------------- | ----------------
|Mine             | 167,620                     | 26.24           
|Mill             | 100,420                     | 15.72           
|G & A            | 22,300                      | 3.49            
|Surface Services | 12,100                      | 1.90            
|Tailing Handling | Included in sustaining cost
|                 |                             |                 
|Total            | 302,440                     | 47.35           



The operating costs are defined as the
direct operating costs including mining, processing, surface service, and G&A. The power is estimated to be US$0.18/kWh. The
cost estimates in this section are based on budget prices in Q1/Q2 2012 or based on information from the databases of the consulting
firms involved in the cost estimates. When required, costs in this report have been converted using a three-year average currency
exchange rate of CDN$1.00 to US$0.98. All costs are reflected in 2012 US dollars. The expected accuracy range of the operating
cost estimate is +25%/-15%.





56







Economic Evaluation



The economic evaluation of the Project,
incorporating all the relevant capital, operating, working, sustaining costs, and royalties (2% NSR), was based on a pre-tax financial
model, which was also used to present a post-tax financial model. The revenues projected in the cash flow model were based on the
average metal production values indicated in following Table.



|                             | Years 1 to 5 | Life of Mine
|---------------------------- | ------------ | ------------
|Total Tonnes to Mill (000s)  | 29,433       | 91,126      
|Annual Tonnes to Mill (000s) | 5,887        | 6,075       
|Average Grades              
|Gold (g/T)                   | 2.170        | 2.205       
|Total Production            
|Gold (000s oz)               | 1,836        | 5,777       
|Average Annual Production   
|Gold (000s oz)               | 367          | 385         



The gold price used for the base case is
US$1,384.00/oz using the three-year trailing average (as of July 3, 2012). Two additional metal price scenarios were also developed
using the spot metal price on July 3, 2012 (including the closing exchange rate of that day), and using an alternate gold price
of US$1,925/oz. For the 15-year mine life and 91 million tonne inventory, the following pre-tax financial parameters were calculated
using the base case gold price, the spot price case and the alternate case.



Summary
of the Pre-Tax Economic Evaluation



|                         | Unit   | Base Case | Spot Price Case | Alternate Case
|------------------------ | ------ | --------- | --------------- | --------------
|Metal Price             
|Gold                     | US$/oz | 1,384.00  | 1,617.50        | 1,925.00      
|Exchange Rate            | US:Cdn | 0.9803    | 0.9877          | 0.9877        
|Pre-Tax Economic Results
|NPV (at 0%)*             | US$ M  | 1,507     | 2,785           | 4,519         
|NPV (at 5%)              | US$ M  | 303       | 1,054           | 2,080         
|IRR                      | %      | 7.3       | 12.5            | 18.7          
|Payback                  | Years  | 11.2      | 7.4             | 4.0           
|Cash Cost/oz Au          | US$/oz | 780       | 789             | 796           
|Total Cost/oz Au         | US$/oz | 1,123     | 1,134           | 1,141         



* undiscounted
cash flow



The post-tax economic evaluation also includes
income and mining taxes. It was prepared using corporate income tax rates of 15% for federal and 11.5% for Northwest Territories,
after permitted deductions. The Northwest Territories mining tax is based on the value of the output of the mine during the fiscal
year. The royalty is equal to the lesser of 13% of the value of mine output and the amount calculated based on graduated rates.
All exploration and development and capital expenditures for fixed asset purchases are accumulated and may be amortized 100% against
the value of the mine output. The mining tax is deductible for federal and provincial income tax purposes.





57









For the 15-year mine life and 91 million
tonne inventory, the following post-tax financial parameters were calculated using the base case gold price, the spot price case
and the alternate case.



Summary
of the Post-Tax Economic Evaluation



|                          | Unit   | Base Case | Spot Price Case | Alternate Case
|------------------------- | ------ | --------- | --------------- | --------------
|Metal Price              
|Gold                      | US$/oz | 1,384.00  | 1,617.50        | 1,925.00      
|Exchange Rate             | US:Cdn | 0.9803    | 0.9877          | 0.9877        
|Post-Tax Economic Results
|NPV (at 0%)*              | US$ M  | 1,037     | 1,865           | 2,973         
|NPV (at 5%)               | US$ M  | 92        | 611             | 1,285         
|IRR                       | %      | 5.8       | 10.1            | 15.3          
|Payback                   | Years  | 11.4      | 8.1             | 4.2           



* undiscounted
cash flow



Sensitivity Analysis



Sensitivity analyses were carried out on
the gold price, exchange rate, initial capital expenditure and on-site operating costs.



The analyses are presented graphically
in the 2012 CL PFS Report as financial outcomes in terms of NPV and IRR. Both the Project NPV and IRR are most sensitive to gold
price and exchange rate followed by operating costs, with initial capital having the least impact.



Environmental Permitting



The formal environmental assessment of
the Project would commence with preliminary screening of an application to the Mackenzie Valley Land and Water Board (MVLWB) for
a Class A Water License, issued under the Mackenzie Valley Resource Management Act (MVRMA). After preliminary screening,
the Project would be referred to the Mackenzie Valley Environmental Impact Review Board (MVEIRB), an independent body set up under
the MVRMA to conduct environmental assessments of projects in the NWT, either by the MVLWB, or any other regulatory agency involved.
The environmental assessment is conducted in a number of phases.



Environmental baseline work was initiated
at the site by EBA in 2004; Rescan restarted the environmental baseline in the spring of 2010, and a second year of baseline was
completed in 2011. In 2012, baseline work continued and is designed to address information required to further advance the Project.
Results of this baseline work were integrated into mine planning for the 2012 CL PFS Report.



Seabridge is engaging with local communities
and their respective leaders, regulatory agencies, regional, municipal and aboriginal governments, Treaty Nations, and First Nations
as part of their efforts to advance the proposed project through the review process.



Project Development
Plan



It is estimated that the Project would
take approximately six and half years to complete permit applications and construction activities, starting with the completion
of the 2012 CL PFS Report. A high-level project schedule is provided in the 2012 CL PFS Report.





58







Project Opportunities
and Recommendations



Based on the results of the 2012 CL PFS
Report, the authors recommend that it should be followed by either an updated pre-feasibility study or feasibility study in order
to further assess the economic viability of the Project.



The 2012 CL PFS Report makes recommendations
as to areas to investigate for potential improvements or refinements to the Project, including an examination of short range gold
variability by drilling, further optimization of the mine plan, additional metallurgical test work to confirm optimum operating
conditions and reagent consumption and further refinement of the plans for tailing and mine rock management facilities, water management
and the diversion channel and the desalination solids storage facility.



In addition, the 2012 CL PFS Report recommended
the investigation of the following opportunities for the Courageous Lake Project in relation to road access and optimizing economic
pit limits.



|· |  | Access to the Project by winter ice road is limited to less than three months per
year. It is during this period that almost all of the project’s supplies are transported to site. The Tibbitt to Contwoyto
Winter Road Joint Venture investigated extending the winter road seasonal use by at least another month with a 150 km extension
from the permanent road access at Tibbitt Lake to Lockhart camp. While this would result in some reduction in both operating and
capital costs for Courageous Lake, an all-season access road from the Bathhurst Inlet would provide considerably more benefit
to Courageous Lake economics. Site access improvements would significantly reduce on-site storage requirements, especially fuel
oil and reagents such as lime.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· |  | The size and geometry of the Courageous Lake orebody, as well as the high capital
impact of throughput and mine life, make the impact of the discounted cash flow economics important in determining an optimized
economic pit limit. The current study, capital costs, and 15-year mine life are a good basis to evaluate the discounted cash flow
cases. It would be difficult to use a Gemcom WhittleTM type of analysis, since the orebody does not produce even expansion
increments as it deepens, and the fixed component of capital and operating costs is high due to the high Arctic location. Instead,
different cases will need to be designed and full cash flows calculated, to determine meaningful economic comparisons. This analysis
can also include combined open pit and underground options.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Exploration After
2012 CL PFS Report



Exploration activities at Courageous Lake
are being conducted by Seabridge personnel under the supervision of William E. Threlkeld, Senior Vice President of Seabridge. The
following information regarding 2012 and 2013 exploration at the Courageous Lake Project, but excluding the resource estimates,
was prepared by or under the supervision of William Threlkeld, a qualified person for the purposes of NI 43-101. The resource estimates
were prepared by RMI under the direction of Michael Lechner, who is independent of Seabridge and a Qualified Person as defined
by National Instrument 43-101.



In 2012, an $8.5 million exploration program
at Courageous Lake was in part dedicated to the discovery of one or more gold deposits along Seabridge’s 52-kilometer-long
Matthews Lake Greenstone Belt. A number of targets had been identified over the previous seasons and these were evaluated with
an airborne geophysical survey and by core drilling. A new deposit was discovered at the Walsh Lake target and additional drilling
was completed in 2013 with goal of preparing a resource estimate.





59







The Walsh Lake discovery is about 10 kilometers
south of the FAT deposit. The north part of this target area is connected by a road network between the FAT deposit and the historical
Tundra Gold Mine that was abandoned in 1999. Walsh Lake consists of a series of structural zones part of which are on strike with
deposits exploited in the Tundra Mine.



In March, 2014, the Issuer announced an
estimate of inferred mineral resources for the Walsh Lake deposit of 4.62 million tonnes grading 3.24 g/T (482,000 ounces of gold).
The 43-101 compliant resource estimate was prepared by RMI under the direction of Michael Lechner. The Walsh Lake model is based
on 53 diamond core holes, totaling 17,450 meters, spaced at approximately 50 meters.



The resource estimate is constrained within
a conceptual pit limit based on a gold price of $1,300 per ounce, gold recovery of 90% and a pit slope of 50 degrees. The pit constrained
resource was tabulated using a 0.60 gram per tonne gold cutoff grade. The cutoff grade was calculated using mining and processing
costs of $2.00 and $20.00 per tonne, respectively in addition to the aforementioned gold price and gold recovery parameters. Block
gold grades were estimated using a multiple pass inverse distance weighting interpolation procedure. Manually constructed mineral
zone wireframes were used in conjunction with a gold probability model to constrain the estimate of block grades. High-grade outlier
gold assay grades were capped prior to compositing the assay data to 3m lengths. A portion of the estimated blocks were classified
as inferred resources using mineralized continuity that was established by probabilistic interpolation methods. It is RMI's opinion
that the new resource model is globally unbiased and locally reflects the grade of nearby drill hole composites.



Metallurgical testing on material from
the Walsh Lake deposit which yielded gold extractions ranging from 93.8% to 95.0% in 48 hours of leach time from conventional,
direct cyanidation.



The Walsh Lake resource provides the potential
to add mine life and contribute higher grade material during the early years of the Courageous Lake project. The Walsh Lake resource
grade is about 50% higher than the project's reserve grade, is near surface and close in to the proposed processing site. Walsh
Lake gold also exhibits high recoveries using simple, conventional technologies.



The Issuer is now refining parameters to
aid in drill testing the greenstone belt for more satellite deposits. The belt has numerous targets with gold at surface and in
historical drill holes.



Iskut Project



On June 21, 2016, the Issuer completed
its acquisition of all of the outstanding shares of SnipGold Corp. (“SnipGold”) under a Plan of Arrangement.
On closing the Issuer issued 695,277 shares to acquire SnipGold, at an exchange ratio of one share of the Issuer for 63 outstanding
shares of SnipGold. Up to approximately 60,550 additional shares of the Issuer may be issuable upon exercise of outstanding options
and warrants originally issued by SnipGold, but now exercisable to acquire shares of Seabridge.



Exploration activities by Seabridge at
the Iskut Project are being conducted under the supervision of William E. Threlkeld, Registered Professional Geologist, Senior
Vice President of the Company. The following information regarding the Iskut Project was prepared by or under the supervision of
William Threlkeld, and a Qualified Person as defined by National Instrument 43-101.





60







SnipGold Corp. (formerly Skyline Gold Corporation)
owns the Iskut Project, a contiguous block of mineral claims in excess of 286 sq km in size in the Golden Triangle Area of northwestern
B.C. which was assembled by SnipGold in a series of transactions that began in 2005. It is located about 20 kilometers from the
KSM Project. The land package has undergone intermittent exploration with the majority of the work carried out in the late 1980s
and early 1990s. This early work was undertaken by over 30 independent operators and their efforts have highlighted numerous targets
which have seen little to no follow up work in the past 20 years. SnipGold completed a resource estimate for the Bronson Slope
Porphyry Deposit on its Iskut property in 2010. The Iskut Project includes the Johnny Mountain Mine site, which is now closed,
and is adjacent to the Snip Mine.



2016 Exploration



The Issuer planned a 2016 exploration program
that included over 3,000 meters of core drilling on the Iskut Project to begin exploring for high grade gold for which the property
is historically known. The program was designed to help determine controls on gold mineralization for several known occurrences
including past high grade producers. Results from 2016 drilling was intended for use in designing a much larger program for 2017.



New Geophysical
Work



Detailed magnetotelluric and airborne hyperspectral
surveys were completed over Jurassic Hazelton Group rocks, the rocks that host many of the deposits in NW BC, on the west slopes
of Johnny Mountain. The purpose of these surveys was to identify the alteration patterns in the underlying rock formations. Magnetotelluric
(MT) technology acquires data over a large frequency band providing information on rocks to a potential depth of 3.0 kilometers
and was used successfully at KSM to define the transition between peripheral alteration and mineralized zones at depth. In the
Johnny Mountain area, there are well defined vertical transitions between resistive and conductive rocks. These transitions were
shown at KSM to represent contacts between mineralized rocks with high sulfide concentrations and altered rocks marginal to the
mineral system.



A hyperspectral survey was also flown with
sensors collecting data in wave lengths between 390nm to 2450nm with a 2.0 meter spatial resolution. Images collected from the
survey were geo-referenced and results were then placed into the correct surface position. This data was collected to distinguish
the various clay and iron oxide minerals that are exposed at the surface. Mineral ratios can be interpreted to represent higher
and lower temperature alteration zones. The west slope of Johnny Mountain, the area around the mine that was extensively glaciated,
shows the mineralogical characteristics of a marginal lower temperature alteration zone. The southwest facing, unglaciated slope
has the mineral assemblage typical of more favorable, higher temperature epithermal alteration.



Compilation of
Historical Data



Historical airborne magnetic data was compiled
from surveys completed by previous owners. These surveys show smaller, discrete magnetic highs in the glaciated parts of Johnny
Mountain; however, a broader magnetic high is present under the unglaciated southwest facing slope. The initial interpretation
of this magnetic pattern is that a substantial intrusive body underlies this southwest facing slope.



Historical drill hole and surface geochemistry
have also been evaluated. Within the Johnny Mountain glaciated basin, surface and drill hole geochemistry show that gold concentrations
are associated with two structural orientations, east-northeast and northwest. In and around the Johnny Mountain Mine, northeast
trending silicic structures were exploited below surface gold anomalies. Up slope and to the east of the mine, most of the anomalies
are associated with northwest-trending clay-silica structures. No drilling and very limited surface sampling was conducted on the
unglaciated southwest slope of Johnny Mountain.





61







Historical core from the Johnny Mountain
Mine was salvaged from 21 diamond drill holes. These holes were reassembled, logged and sampled through intervals that, for the
most part, had never been split and sampled. All of these shallow holes were drilled perpendicular to the strike of the northeast-trending
silicic structures, but there were no intervals remaining in the core boxes from the principal structures exploited in the mine;
however, assay reports were available that showed high grade gold over narrow intervals. Several sub-parallel structures were identified
from the logging and sampling of these holes.



Drill Testing



Seabridge completed 3,368 meters of drilling
on the Iskut Project in 2016 to obtain data on the structures that control gold concentrations. The Johnny Mountain Mine area was
selected to test for these controls because it provided abundant historical drill holes and ample underground data to expand upon
the control concepts.



An extensive zone of adularia-clay alteration
with disseminated pyrite is hosted in flat laying tuffaceous units and phreatic breccia bodies around the Johnny Mountain Mine.
The phreatic breccia is best developed in the hanging wall of northwest-trending structures and believed to be associated with
fluid boiling along these structures. Diorite intrusions were encountered at depth, their emplacement controlled by the northwest-trending
structures and contacts within the tuff units. Structures crossed in the drill holes were principally semi-massive pyrite or intense
silica replacement. The pyrite-rich structures were best preserved near the margins of and within the diorite intrusion.



The drill program targeted a range of locations
and elevations in the mine area, including:



|· |  | Intersections in the west part of the Johnny Mountain Mine with holes JM-16-01, 02,
03, and 12.
|- |  | -----------------------------------------------------------------------------------------------

|· |  | Intersections in the central part of the Johnny Mountain Mine with holes JM-16-04,
05, 06 and 11.
|- |  | -------------------------------------------------------------------------------------------------

|· |  | Intersections in the south part of the Johnny Mountain Mine with holes JM-16-09, and
10.
|- |  | ----------------------------------------------------------------------------------------

|· |  | An intersection in the east part of the Johnny Mountain Mine with holes JM-16-07,
and 08.
|- |  | -----------------------------------------------------------------------------------------

|· |  | A northwest trending structure identified in the MT survey, JM-16-13.
|- |  | ---------------------------------------------------------------------



Several of the drill holes terminated in
underground workings and did not test their intended targets. Other holes did cross the intended structures and showed that multiple
gold-bearing fluids with a diverse geochemical signature exploited the northwest-trending clay-silica structures. The northeast-trending
silicic structures seem to have focused the later gold-copper mineralizing fluids with the abundance and intensity of gold and
hydrothermal alteration diminishing with depth. Observations from these drill holes support an interpretation that the Johnny Mountain
Mine is on the margin of a larger mineral system, now believed to be southeast of the mine area.





62







Primary Target
for 2017



The 2016 multi-pronged exploration program
has led to the identification of a prospective new porphyry copper-gold system with a potentially intact epithermal precious metals
zone at its top, for drill testing in 2017. The untested target, lying below the southwest facing, unglaciated slope of Johnny
Mountain named “Quartz Rise” by the Issuer, has all the hallmarks of a porphyry lithocap, a geological feature found
at the top of major porphyry systems throughout the world. A lithocap is a clay-silica-rich alteration feature which is a product
of hydrothermal fluids escaping at the top of a porphyry mineralizing system. Typically, these features act as a cover obscuring
structurally-controlled epithermal gold and silver systems that evolve from intrusive-related porphyry systems.



An ongoing and rigorous quality control/quality
assurance protocol is employed in all Seabridge drilling campaigns, including the program at the Iskut Project. This program includes
blank and reference standards. Cross-check analyses include metallic screen fire assay techniques and external laboratory analysis
on at least 10% of the drill samples.



Remediation at Bronson
Slope and Johnny Mountain Mine Site



At Iskut, the Issuer has initiated a robust
environmental program aiming to remediate areas of historical mining activity, including the Johnny Mountain Mine, a past gold
producer. Seabridge’s planned environmental and engineering work for 2016 was designed to ensure compliance with existing
authorizations and to begin the evaluation and development of remediation programs to mitigate the impacts of past mining activity.
This program included a comprehensive evaluation of best practices for future remediation on the property, drawing from the Seabridge
environmental team’s experiences at KSM and other North America sites and input from the Tahltan First Nation and BC regulatory
officials. Work began with a general site cleanup in the vicinity of the Bronson Slope Airstrip. The environmental work was completed
in conjunction with Seabridge’s 2016 exploration program. Preliminary work at Bronson Slope consisted of general site clean-up
activities designed to address historical debris, material abandoned and discarded across the site. Seabridge has initiated further
studies to develop a recommended reclamation program to be completed at the Project over the next five to seven years.





63







Glossary of Technical Terms



In this AIF, the following technical terms
have the following meanings:



Alteration – Any change in
the mineral composition of a rock brought about by physical or chemical means.



Batholith – A very large intrusive
mass of igneous rock.



Biotite – A common rock-forming
mineral in crystalline rocks, either as an original crystal in igneous rocks or as a metamorphic product in gneisses and schists.



Breccia – A rock in which
angular fragments are surrounded by a mass of fine-grained minerals.



Carbonate – Sediment formed
by the organic or inorganic precipitation from aqueous solution of carbonates of calcium, magnesium, or iron; e.g., limestone and
dolomite.



Chalcopyrite – A sulphite
mineral of copper and iron.



Clastic – Fragments of minerals
and rocks that have been moved individually from their places of origin.



Core samples – The cylindrical
form of rock called “core” that is extracted from a diamond drill hole. Mineralized sections are separated and these
samples are sent to a laboratory for analysis.



Cut-off grade – The lowest
grade of mineralized material that qualifies as reserve in a deposit, i.e.: contributing material of the lowest assay that is included
in a reserve estimate.



Diorite – An intrusive igneous
rock.



Dip – The angle that a structural
surface, a bedding or fault plan, makes with the horizontal, measured perpendicular to the strike of the structure.



Disseminated – Where minerals
occur as scattered particles in the rock.



Facies – The character and
composition of sedimentary deposits.



Fault – A fracture or break
in rock along which there has been movement.



Feasibility Study – A comprehensive
technical and economic study of the selected development option for a mineral project that includes appropriately detailed assessments
of applicable considerations used to convert Mineral Resources to Mineral Reserves together with any other relevant operational
factors and detailed financial analysis that are necessary to demonstrate, at the time of reporting, that extraction is reasonably
justified (economically mineable). The results of the study may reasonably serve as the basis for a final decision by a proponent
or financial institution to proceed with, or finance, the development of the project.



Felsic – An adjective describing
an igneous rock having mostly light colored minerals and rich in silica, potassium and sodium.





64







Fracture – A break or crack
in rock.



Geochemistry – The study of
the chemical properties of rocks.



Gneiss – A layered or banded
crystalline metamorphic rock, the grains of which are aligned or elongated into a roughly parallel arrangement.



Grade – The metal content
of rock with precious metals. Grade can be expressed as troy ounces or grams per tonne of rock.



Granite – Any holocrystalline,
quartz-bearing plutonic rock.



Granitic – Pertaining to or
composed of granite.



Greenschist – A schistose
metamorphic rock whose green color is due to the presence of chlorite, epidote or actinolite.



Greywacke – A dark grey, firmly
indurated, course-grained sandstone that consists of poorly sorted, angular to subangular grains of quartz and feldspar, with a
variety of dark rock and mineral fragments embedded.



Hydrothermal – The products
or the actions of heated waters in a rock mass such as a mineral deposit precipitating from a hot solution.



Hydrothermal alteration –
The process by which heated or superheated water/solutions alter the chemistry of the rocks they circulate through.



Igneous – A primary type of
rock formed by the cooling of molten material.



Indicated Resource – That
part of a Mineral Resource for which quantity, grade and quality, densities, shape and physical characteristics can be estimated
with sufficient confidence to allow the application of the considerations used to convert Mineral Resources to Mineral Reserves
in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived
from adequately detailed and reliable exploration, sampling and testing information and is sufficient to assume geological and
grade or quality continuity between points of observation.



Inferred resource – That part
of a Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling.
Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. The estimate is based on
limited information and sampling gathered through appropriate sampling techniques from locations such as outcrops, trenches, pits,
workings and drill holes.



Intrusion; intrusive – Molten
rock that is intruded (injected) into spaces that are created by a combination of melting and displacement.





65







Measured resource – That part
of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with confidence
sufficient to allow the application of the considerations used to convert Mineral Resources to Mineral Reserves to support detailed
mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable
exploration, sampling and testing and is sufficient to confirm geological and grade or quality continuity between points of observation.



Mineral – A naturally formed
chemical element or compound having a definitive chemical composition and usually a characteristic crystal form.



Mineralization – A natural
concentration in rocks or soil of one or more metalliferous minerals.



Monzonite – A granular plutonic
rock containing approximately equal amounts of orthoclase and plagioclase, and thus intermediate between syenite and diorite. Quartz
is minor or absent.



Net smelter return/NSR value–
When used herein in reference to cutoff grades, NSR is calculated to determine the recoverable value of a mass of mineralized rock
using prices and process recoveries for each metal accounting for all off-site losses, transportation, smelting and refining charges.



Net smelter return royalty/NSR royalty–
A phrase used to describe a royalty payment made by a producer of metals based on gross metal production from the property, less
deduction of certain limited costs including smelting, refining, transportation and insurance costs.



Outcrop – The part of a rock
formation that appears at the surface of the ground.



Phenocryst – A term for large
crystals or mineral grains floating in the matrix or groundmass of a porphyry.



Placer – A deposit of sand
or gravel that contains particles of gold, ilmenite, gemstones, or other heavy minerals of value. The common types are stream gravels
and beach sands.



Porphyritic – The texture
of an igneous rock in which larger crystals (phenocrysts) are set in a finer-grained groundmass, which may be crystalline or glassy
or both.



Porphyry – Any igneous rock
in which relatively large crystals are set in a fine-grained matrix of rock.



Pre-Feasibility study or preliminary
feasibility study – A comprehensive study of a range of options for the technical and economic viability of a mineral
project that has advanced to a stage where a preferred mining method, in the case of underground mining, or the pit configuration,
in the case of an open pit, is established and an effective method of mineral processing is determined. This study includes a financial
analysis based on reasonable assumptions on the considerations used to convert Mineral Resources to Mineral Reserves and the evaluation
of any other relevant factors which are sufficient for a qualified person acting reasonably, to determine if all or part of the
Mineral Resource may be classified as a Mineral Reserve.



Preliminary economic assessment
– A study that includes an economic analysis of the potential viability of mineral resources taken at an early stage of the
project, prior to completion of a preliminary feasibility study.



Pyrite – An iron sulphide
mineral (FeS2), the most common naturally occurring sulphide mineral.





66







Quartz – Crystalline silica;
often forming veins in fractures and faults within older rocks.



Reclamation – Restoration
of mined land to original contour, use or condition.



Reserve or Mineral Reserve
– The economically mineable part of a Measured Resource or Indicated Resource. It includes diluting materials and allowances
for losses, which may occur when the material is mined or extracted and is defined by studies at Pre-Feasibility or Feasibility
level, as appropriate that include application of the considerations used to convert Mineral Resources to Mineral Reserves. Such
studies demonstrate that, at the time of reporting, extraction could reasonably be justified.



Resource or Mineral Resource
– A concentration or occurrence of solid material of economic interest in or on the Earth’s crust in such form, grade
or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or
quality, continuity and other geological characteristics of a Resource are known, estimated or interpreted from specific geological
evidence and knowledge, including sampling. Resources are subdivided, in order of increasing geological confidence, into inferred,
indicated and measured categories.



Sedimentary – Formed by the
deposition of sediment or pertaining to the process of sedimentation.



Sediments – Solid fragmental
material that originates from weathering of rocks and is transported or deposited by air, water or ice, or that accumulates by
other natural agents, such as chemical precipitation from solution or secretions by organisms, and that forms in layers of the
Earth’s surface at ordinary temperatures in a loose, unconsolidated form; e.g., sand, gravel, silt, mud, alluvium.



Sericite – A fine-grained
potassium mica found in various metamorphic rocks.



Vein – A thin sheet-line,
crosscutting body of hydrothermal mineralization, principally quartz.



Waste – Barren rock in a mine,
or mineralized material that is too low in grade to be mined and milled at a profit.





67







| | ITEM 4: | RISK FACTORS
| | ------- | ------------



Investing in the Common shares is speculative
and involves a high degree of risk due to the nature of the Issuer’s business and the present stage of exploration and development
of its mineral properties. The following risk factors, as well as risks currently unknown to the Issuer, could materially adversely
affect the Issuer’s future business, operations and financial condition and could cause them to differ materially from the
estimates described in forward-looking statements relating to the Issuer, or its business, property or financial results, each
of which could cause investors to lose part or all of their investment. Before deciding to invest in any Common shares, investors
should carefully consider the risks included herein.



Risks Related to the Issuer
and its Industry



The Issuer has a
history of net losses and negative cash flows from operations and expects losses and negative cash flows from operations to continue
for the foreseeable future.



The Issuer has a history of net losses
and negative cash flows from operations and the Issuer expects to incur net losses and negative cash flows from operations for
the foreseeable future. As of December 31, 2016, the Issuer’s deficit totaled approximately $96 million. None of the Issuer’s
properties has advanced to the commercial production stage and the Issuer has no history of earnings or positive cash flow from
operations.



The issuer expects to continue to incur
net losses unless and until such time as one or more of its projects enters into commercial production and generates sufficient
revenues to fund continuing operations or until such time as the Issuer is able to offset its expenses against the sale of one
or more of its projects, if applicable. The development of the Issuer’s projects to achieve production will require the
commitment of substantial financial resources. The amount and timing of expenditures will depend on a number of factors, including
the progress of ongoing exploration and development, the results of consultant analysis and recommendations, the rate at which
operating losses are incurred and the execution of any sale or joint venture agreements with strategic partners, some of which
are beyond the Issuer’s control. There is no assurance that the Issuer will be profitable in the future.





The Issuer’s
ability to continue its exploration activities and any future development activities, and to maintain the corporate office support
of these activities, will depend on its ability to obtain suitable financing, enter into joint ventures or sell property interests.



The Issuer estimates that it has financial
resources to sustain corporate office operations to mid-2018. However, the Issuer requires capital to maintain title to and undertake
exploration and development of the Issuer’s principal exploration properties and to cover ongoing corporate expenses and
presently has no ongoing source of revenue. Accordingly, additional financing will be required to continue to undertake additional
development of the Issuer’s mineral properties. The maintenance of and further exploration and development of the Issuer’s
mineral properties is, therefore, dependent upon the Issuer’s ability to obtain financing through the sale of projects,
joint venturing of projects or equity or debt financing. Such sources of financing may not be available on terms acceptable to
the Issuer, or at all. Difficult conditions in the credit and financial markets has limited access to capital and credit for many
companies, which may make it more difficult for the Issuer to obtain, or increase its cost of obtaining, capital and financing
for its operations. Failure to obtain such financing may result in delay or indefinite postponement of exploration and development
work on the Issuer’s mineral properties, or the possible loss of such properties. Satisfying financing requirements through
the sale of projects or establishment of one or more joint ventures would reduce the Issuer’s gold ownership per share and
therefore its leverage to the gold price.









68







The Issuer has reserves
at its KSM Project and its Courageous Lake Project but they may not be brought into production.



There is no certainty that the reserves
estimated at the KSM Project or the Courageous Lake Project will actually be mined or, if mined, processed profitably. The Issuer
does not intend to bring the KSM Project or the Courageous Lake Project into production on its own and intends to either enter
into a joint venture with an experienced operator or to sell the KSM Project and the Courageous Lake Project. Given the size of
the KSM Project and its estimated capital costs, there is likely a limited number of mining companies with the ability to raise
the necessary capital and to put the KSM Project into production, which limits the options available to the Issuer for such a joint
venture or sale. The commercial viability of the KSM Project is also dependent on a number of factors, including metal prices,
government policy and regulation and environmental protection, which are beyond the control of the Issuer. The Issuer has relied
and will continue to rely upon consultants for development and operating expertise.



The figures for the
Issuer’s resources and reserves are estimates based on interpretation and assumptions and the properties may yield less mineral
production or less profit under actual conditions than is currently estimated.



Unless otherwise indicated, resource figures
presented in this AIF and in the Issuer’s other filings with securities regulatory authorities, press releases and other
public statements that may be made from time to time are based upon estimates made by Issuer personnel and independent geologists.
These estimates are imprecise and depend upon geologic interpretation and statistical inferences drawn from drilling and sampling
analysis, which may prove to be inaccurate. There can be no assurance that resource or other mineralization figures will be accurate
or that this mineralization could be mined or processed profitably.



Because the Issuer has not completed a
feasibility study or commenced commercial production at any of its properties, resource estimates for the Issuer’s properties
may require adjustments or downward revisions based upon further exploration or development work or actual production experience.
In addition, the grade of ore ultimately mined, if any, may differ from that indicated by drilling results. There can be no assurance
that recovery of minerals in small-scale tests will be duplicated in large-scale tests under on-site conditions or in production
scale.



The resource and reserve estimates contained
in this AIF have been determined based on assumed future prices, cut-off grades and capital and operating costs that may prove
to be inaccurate. Substantial declines in market prices for gold and other metals or increases in costs may eliminate the potential
profitability of the Issuer’s deposits, require increases in cut-off grades and result in reduced reported resources or reserves.
Any material reductions in estimates of resources or reserves, or of the Issuer’s ability to extract these resources or reserves,
could have a material adverse effect on the Issuer’s prospects and could restrict the Issuer’s ability to successfully
implement its strategies for long-term growth.





69







Actual capital costs,
operating costs, production and economic returns may differ significantly from those Seabridge has anticipated. There are no assurances
future development activities by Seabridge, if any, will lead to a favourable feasibility study or profitable mining operations.



The Issuer has completed prefeasibility
studies at each of its KSM Project and its Courageous Lake Project, but typically a company will not make a production decision
until it has completed a feasibility study. Feasibility studies derive estimates of cash operating costs based upon, among other
things:



|· |  | anticipated tonnage, grades and metallurgical characteristics of the reserves to be
mined and processed;
|- |  | --------------------------------------------------------------------------------------------------------

|· |  | anticipated recovery rates of gold and other metals from the reserves;
|- |  | ----------------------------------------------------------------------

|· |  | cash operating costs of comparable facilities and equipment; and
|- |  | ----------------------------------------------------------------

|· |  | anticipated climatic conditions and environmental protection measures.
|- |  | ----------------------------------------------------------------------



Completing a feasibility study at each
of the Issuer’s Projects requires significant additional work and study in order to reduce the range of uncertainty associated
with the study’s estimates and conclusions. Cash operating costs, production and economic returns, and other estimates contained
in studies or estimates prepared by or for the Issuer may differ significantly from those anticipated by Seabridge’s current
studies and estimates and may even result in delays or cancellation of Project development.



There can be no assurance that, if it starts
production at one or more of its Projects, the Issuer’s actual operating costs will not be higher than currently anticipated.
None of the Issuer’s mineral properties have an operating history upon which the Issuer can base estimates of future operating
costs.



There is no certainty that a feasibility
study in respect of the KSM Project or the Courageous Lake Project will be completed or, if completed, that it will result in sufficiently
favourable estimates of the economic viability of the Project. The Issuer has relied and will continue to rely upon consultants
for development and operating expertise.



Seabridge has no
history of commercially producing precious metals from its mineral exploration properties and there can be no assurance that it
will successfully establish mining operations or profitably produce precious metals.



Seabridge has no history of commercially
producing precious metals from its current portfolio of mineral exploration properties and the Issuer has no ongoing mining operations
or revenue from mining operations. Mineral exploration and development involves a high degree of risk and few properties that are
explored are ultimately developed into producing mines. None of the Issuer’s properties are currently under construction.
The future development of properties estimated to be economically feasible will require obtaining permits and financing and the
construction and operation of mines, processing plants and related infrastructure. Although Seabridge has disclosed that it will
not undertake production activities by itself, it may be involved in construction and production at one or more of its properties
if it enters into a joint venture or other arrangement with a third party regarding production. As a result, Seabridge may be subject
to all of the risks associated with establishing new mining operations and business enterprises, including:





70







|· |  | timing and cost, which can be considerable, of the construction of mining and processing
facilities;
|- |  | ----------------------------------------------------------------------------------------------------

|· |  | availability and costs of skilled labour and mining equipment;
|- |  | --------------------------------------------------------------

|· |  | availability and cost of appropriate smelting and/or refining arrangements;
|- |  | ---------------------------------------------------------------------------

|· |  | need to obtain necessary environmental and other governmental approvals and permits,
and the timing of those approvals and permits;
|- |  | -----------------------------------------------------------------------------------------------------------------------------------

|· |  | availability of funds to finance construction and development activities;
|- |  | -------------------------------------------------------------------------

|· |  | potential opposition from non-governmental organizations, environmental groups, aboriginal
groups or local groups which may delay or prevent development activities; and
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· |  | potential increases in construction and operating costs due to changes in the cost
of fuel, power, materials and supplies and foreign exchange rates.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



The costs, timing and complexities of mine
construction and development are increased by the remote location of the Issuer’s mining properties. It is common in new
mining operations to experience unexpected problems and delays during development, construction and mine start-up. In addition,
delays in the commencement of mineral production often occur. Accordingly, there are no assurances that, if the Issuer decides
to be involved in mining activities, the Issuer will successfully establish mining operations or profitably produce precious or
base metals at any of its properties.



Changes in the market
price of gold, copper and other metals, which in the past have fluctuated widely, affect the potential profitability of the Issuer’s
projects.



The potential profitability of the Issuer’s
projects depends, in large part, upon the market price of gold, copper and other metals and minerals to be produced. The market
price of gold, copper and other metals is volatile and is impacted by numerous factors beyond the Issuer’s control, including:



|· |  | expectations with respect to the rate of inflation;
|- |  | ---------------------------------------------------

|· |  | the relative strength of the U.S. dollar and certain other currencies;
|- |  | ----------------------------------------------------------------------

|· |  | interest rates;
|- |  | ---------------

|· |  | global or regional political or economic conditions;
|- |  | ----------------------------------------------------

|· |  | supply and demand for jewelry and industrial products containing metals;
|- |  | ------------------------------------------------------------------------

|· |  | faith in paper currencies and governments;
|- |  | ------------------------------------------

|· |  | costs of substitutes;
|- |  | ---------------------

|· |  | changes in global or regional investment or consumption patterns;
|- |  | -----------------------------------------------------------------

|· |  | global production levels;
|- |  | -------------------------

|· |  | speculative activities; and
|- |  | ---------------------------

|· |  | sales by central banks and other holders, speculators and producers of gold, copper
and other metals in response to any of the above factors.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------



There can be no assurance that the market
price of gold, copper and other metals will remain at current levels or that such prices will improve. A decrease in the market
price of gold and copper could adversely affect the Issuer’s ability to finance the exploration and development of the Issuer’s
properties and to enter into joint ventures with strategic partners relating to the Issuer’s properties, which would have
a material adverse effect on the Issuer’s financial condition and results of operations. There is no assurance that if commercial
quantities of gold, copper and other metals are discovered on the Issuer’s properties, that a profitable market will exist
or continue to exist for a production decision to be made or for the ultimate sale of the metals. As the Issuer has a high ratio
of gold resources per Common share, fluctuations in gold prices have tended to have a great impact on the price of the Common shares.





71







The Issuer may be
adversely affected by future fluctuations of foreign exchange rates.



The potential profitability of the Issuer
is exposed to the financial risk related to the fluctuation of foreign exchange rates. The minerals that could be produced from
the Issuer’s projects are priced in U.S. dollars but, since the Issuer’s principal projects are located in Canada,
a significant percentage of its estimated expenditures will be in Canadian dollars. A significant change in the currency exchange
rates between the Canadian dollar relative to the U.S. dollar will have an effect on the potential profitability of the Issuer’s
projects and therefore its ability to continue to finance its operations. To the extent the actual Canadian dollar to U.S. dollar
exchange rate is less than or more than the exchange rate used in the preliminary feasibility studies summarized in this AIF, the
profitability of the projects will be less than or more than that estimated (if the other assumptions are realized). Accordingly,
the Issuer’s prospects may suffer due to adverse currency fluctuations.



The Issuer’s
activities and proposed business are inherently dangerous and contain significant uninsured risks that could negatively impact
the Issuer.



The Issuer’s exploration and development
of its mineral properties involves a number of risks and hazards. In addition, the business of mining is subject to various risks
and hazards including:



|· |  | environmental hazards;
|- |  | ----------------------

|· |  | industrial accidents;
|- |  | ---------------------

|· |  | metallurgical and other processing problems;
|- |  | --------------------------------------------

|· |  | unusual or unexpected rock formations;
|- |  | --------------------------------------

|· |  | rock bursts;
|- |  | ------------

|· |  | structural cave-ins or slides;
|- |  | ------------------------------

|· |  | flooding;
|- |  | ---------

|· |  | fires;
|- |  | ------

|· |  | earthquakes, avalanches or landslides;
|- |  | --------------------------------------

|· |  | metals losses; and
|- |  | ------------------

|· |  | periodic interruptions due to inclement or hazardous weather conditions.
|- |  | ------------------------------------------------------------------------



These risks could result in damage to,
or destruction of, mineral properties, plant and equipment, personal injury or death, environmental damage, delays in mining, monetary
losses and possible legal liability.



The Issuer currently maintains insurance
against risks relating to its exploration activities in an amount which it believes to be reasonable. If the Issuer commences mining
activities with a partner, it will be subject to mining risks, including those listed above. The Issuer anticipates that it will
obtain the insurance it feels is reasonable for any mining activities it undertakes, however, such insurance contains exclusions
and limitations on coverage and insurance for all risks is not likely available. There can be no assurance that the insurance the
Issuer desires will continue to be available, will be available at economically acceptable premiums or will be adequate to cover
any resulting liability. The issuer might also be subject to liability for environmental damage or other hazards which may be uninsurable
or for which it may elect not to insure because of premium costs or commercial impracticability. The payment of such liabilities
would reduce funds available for the acquisition of mineral properties or exploration and development and would have a negative
effect on the Issuer’s ability to generate revenues, profits and cash flows.





72







The Issuer is subject
to substantial government regulatory requirements, which could cause a restriction or suspension of the Issuer’s operations.



The exploration and development activities
of the Issuer and the potential for profitable operations of the Issuer’s mineral properties is affected to varying degrees
by government regulations relating to exploration, development and mining activities, the acquisition of land, royalties, taxes,
labour standards, pollution control, environmental protection, health and safety and expropriation of property. Changes in these
regulations or in their application are beyond the control of the Issuer and may adversely affect its operations, business and
the potential of its projects. Failure to comply with the conditions set out in any permit or failure to comply with applicable
statutes and regulations may result in an order to cease or curtail further exploration or development or reduce or eliminate the
potential profitability of a project. The Issuer may be required to compensate those suffering loss or damage by reason of its
exploration activities or operations.



At the federal and provincial level, the
Issuer must comply with exploration permitting requirements which require sound operating and reclamation plans to be approved
by the applicable government body prior to the start of exploration. At the local level, regulations deal primarily with zoning,
land use and specific building permits, as well as taxation and the impact of the Issuer’s operations on the existing population
and services. There can be no assurance that all required approvals and permits will be able to be obtained.



The devolution of lands and resource management
from the Government of Canada to the Government of the Northwest Territories took place in 2014. It is not known how this will
affect the current regulatory regime relating to the Issuer’s Courageous Lake Project but it could result in the Issuer having
to meet stricter standards or the regulatory approval process becoming more onerous.



Depending upon the type and extent of the
exploration activities, the Issuer may be required to post reclamation bonds and/or assurances that the affected areas will be
reclaimed. Currently, the Issuer has estimated CDN$3.5 million in reclamation liabilities for its properties. As at December 31,
2016, CDN$2.0 million has been deposited for the benefit of the various government agencies until released or applied to reclamation
costs. If the reclamation requires funds in addition to those already estimated or allocated, the Issuer could be forced to pay
for the extra work, which could have a material adverse effect on the Issuer’s financial position and operations. In addition,
unidentified environmental deficiencies may exist on other properties of the Issuer. The discovery of and any required reclamation
of any additional properties would likely have an adverse effect on the Issuer’s operations and financial position.





73







The Issuer is subject
to substantial environmental requirements which could cause a restriction or suspension of the Issuer’s operations. These
requirements must be met for the Issuer to receive regulatory approval of its proposed mining operations.



In connection with its operations and properties,
the Issuer is subject to extensive and changing environmental legislation, regulations and actions. The Issuer cannot predict what
environmental legislation, regulations or policy will be enacted or adopted in the future or how current or future laws and regulations
will be administered or interpreted. The recent trend in environmental legislation and regulation generally is toward stricter
standards and this trend is likely to continue in the future. The recent trends include, without limitation, laws and regulations
relating to air and water quality, mine reclamation, waste handling and disposal, tailings management, the protection of certain
species and the preservation of certain lands. These regulations may require that the Issuer obtain permits or other authorizations
for certain activities associated with exploration and numerous permits associated with mining operations and there is a risk the
Issuer will not receive the required permits. These laws and regulations may also limit or prohibit activities on certain lands
lying within wetland areas, areas providing habitat for certain species or other protected areas. Compliance with more stringent
laws and regulations, as well as the likelihood of more vigorous enforcement policies or stricter interpretation of existing laws,
may necessitate significant capital outlays, which may adversely affect the Issuer’s results of operations and business,
or may cause material changes or delays in the Issuer’s intended activities.



The aboriginal land claims process in Canada
has recently resulted in some aboriginal groups taking greater roles in the administration of lands subject to the land claims
settlement, and aboriginal groups may look to impose additional requirements over land they are involved in administering.



At the federal and provincial level, regulations
deal with environmental quality and impacts upon air, water, soil, vegetation and wildlife, as well as historical and cultural
resources. Approval must be received from the applicable bureau and/or department before exploration and mining can begin, and
ongoing monitoring of operations is common. If the Issuer’s operations result in negative effects upon the environment, government
agencies will usually require the Issuer to provide remedial actions to correct the negative effects.



Title to the Issuer’s
mineral properties cannot be guaranteed and may be subject to prior unregistered agreements, transfers or claims and other defects.



The Issuer cannot guarantee that title
to its properties will not be challenged. Title insurance is not available for mineral properties in Canada and the Issuer’s
ability to ensure that it has obtained a secure claim to individual mineral properties or mining concessions may be severely constrained.
The Issuer’s mineral properties may be subject to prior unregistered agreements, transfers or claims, and title may be affected
by, among other things, undetected defects. To date, the Issuer has only done a preliminary legal survey of the boundaries of its
properties and has not obtained formal title reports on any of its properties and, therefore, in accordance with the laws of the
jurisdictions in which these properties are situated, their existence and area could be in doubt. If title is challenged, the Issuer
will have to defend its ownership through the courts. A successful challenge to the precise area and location of these claims could
result in the Issuer being unable to operate on its properties or being unable to enforce its right with respect to its properties.





74







There is uncertainty
related to unsettled First Nations’ rights and title and settled Treaty Nation’s rights in British Columbia and the
Northwest Territories and this may create delays in project approval or interruptions in project progress.



The nature and extent of First Nation rights
and title remains the subject of active debate, claims and litigation in Canada, including in British Columbia and the Northwest
Territories. Recently the Supreme Court of Canada recognized for the first time aboriginal title of an aboriginal group to a specific
area in British Columbia. The Provincial and the federal governments are also making efforts to settle claims of aboriginal title
and rights being advanced by aboriginal groups and the likely outcome of these negotiations is greater authority for aboriginal
groups in the permitting process for achieving mine approval and in some areas is likely to result in outright ownership of resources
and regulatory control being transferred to aboriginal groups.



Parts of the KSM Project lie within an
area asserted to be the traditional territory of one aboriginal groups and all of the KSM Projects lies within an area asserted
to be the traditional territory of another aboriginal groups and no comprehensive treaty or land claims settlement has been concluded
regarding these traditional territories. A part of the KSM Project lies within territory subject to settled treaty rights of the
Nisga’a Nation. The Courageous Lake Project lies within the traditional territory of the Yellowknives Dene First Nation
and no comprehensive treaty or land claims settlement has been concluded regarding this traditional territory. A part of the Courageous
Lake Project lies within territory designated as a shared use area under the settled treaty rights of the Tlicho Nation. There
can be no guarantee that the unsettled nature of land claims, or uncertainties associated with settled claims, in British Columbia
and the Northwest Territories will not create delays in project approval or unexpected interruptions in project progress, or result
in additional costs to advance the Issuer’s projects.



Mine construction and commencement of mining
activities may only be possible with the support of the local aboriginal groups. Many companies have secured such support by committing
to take measures to limit the adverse impact to, and ensure some of the economic benefits of the construction and mining activity
will be enjoyed by, the local aboriginal groups or treaty nations groups. However, there can be no assurance that such support
can or will be secured at an acceptable cost or that the KSM Project or the Courageous Lake Project will be approved without such
support.



Periods of high metal
prices encourage increased mining exploration, development and construction activity, which results in increased demand for, and
cost of, exploration, development, construction and operating services and equipment.



During periods of relative strength of
metal prices, as we have seen over the past decade, increases in mining exploration, development and construction activities occur
around the world, which results in increased demand for, and cost of, exploration, development, construction and operating services
and equipment. While recent market conditions have had a moderating effect on the costs of such services and equipment, increases
in such costs may recur with the resumption of an upward trend in metal prices. Increased demand for services and equipment could
result in delays if services or equipment cannot be obtained in a timely manner due to inadequate availability, and may cause scheduling
difficulties due to the need to coordinate the availability of services or equipment, any of which could materially increase project
exploration, development and/or construction costs.





75







Increased competition
could adversely affect the Issuer’s ability to acquire suitable properties for mineral exploration in the future.



The mining industry is intensely competitive.
Significant competition exists for the acquisition of properties producing or capable of producing gold or other metals. The Issuer
may be at a competitive disadvantage in acquiring additional mining properties because it must compete with other companies, many
of which have greater financial resources, operational experience and technical capabilities than the Issuer. Competition for exploration
properties is currently only moderate but, if metals prices increase, competition could again become very intense. Increased competition
could adversely affect the Issuer’s ability to acquire suitable properties for mineral exploration in the future.



The Issuer has a
dependence upon key management employees, the absence of which would have a negative effect on the Issuer’s operations.



The issuer strongly depends on the business
and technical expertise of its management and key personnel, including Rudi Fronk, Chairman and Chief Executive Officer. There
is little possibility that this dependence will decrease in the near term. If the Issuer’s operations expand, additional
general management resources will be required. The Issuer may not be able to attract and retain additional qualified personnel
and this would have a negative effect on the Issuer’s operations. The Issuer does not carry any formal services agreements
between itself and its officers or directors. The Issuer does not carry any “key man” life insurance.



Certain of the Issuer’s
directors and officers serve in similar positions with other natural resource companies, which put them in conflict of interest
positions from time to time.



Certain of the directors and officers of
the Issuer are also directors, officers or shareholders of other natural resource or mining-related companies. Such associations
may give rise to conflicts of interest from time to time. The directors of the Issuer are required by law to act honestly and in
good faith with a view to the best interests of the Issuer and to disclose any interest that they may have in any project or opportunity
of the Issuer. If a conflict of interest arises in a matter to be discussed at a meeting of the board of directors, any director
in a conflict must disclose his interest and abstain from voting on such matter. In determining whether or not the Issuer will
participate in any project or opportunity, the directors will primarily consider the degree of risk to which the Issuer may be
exposed and its financial position at the time.





The Company applies from time-to-time for refunds
under British Columbia Mining Exploration Tax Credit ("BCMETC") and its claims are subject to audit and may not be
successful in full.



The Company seeks refunds of qualifying exploration
expenditures under BCMETC. These claims are subject to audit by the Canada Revenue Agency (the "CRA"),
the outcome of which is uncertain. There is a risk that if a claim is reduced on audit the Company may be required to return
money refunded to it by the CRA.



Risks Related to the Common
Shares



The market for the
Common shares has been subject to volume and price volatility which could negatively affect a shareholder’s ability to buy
or sell the Common shares.



The market for the Common shares may be
highly volatile for reasons both related to the performance of the Issuer or events pertaining to the industry (i.e., mineral price
fluctuation, high production costs) as well as factors unrelated to the Issuer or its industry. In particular, the price for gold,
which was over US$1,900 per ounce in 2011, was below US$1,100 per ounce at the beginning of 2016. In addition, market demand for
products incorporating minerals fluctuates from one business cycle to the next, resulting in a change of demand for the mineral
and an attendant change in the price for the mineral. The Common shares can be expected to be subject to volatility in both price
and volume arising from market expectations, announcements and press releases regarding the Issuer’s business, and changes
in estimates and evaluations by securities analysts or other events or factors. In recent years the securities markets in the United
States and Canada have experienced a high level of price and volume volatility, and the market price of securities of many companies,
particularly small-capitalization companies such as the Issuer, have experienced wide fluctuations that have not necessarily been
related to the operations, performances, underlying asset values or prospects of such companies. For these reasons, the Common
shares can also be expected to be subject to volatility resulting from market forces over which the Issuer will have no control.
Further, despite the existence of markets for trading the Common shares in Canada and the United States, shareholders of the Issuer
may be unable to sell significant quantities of Common shares in the public trading markets without a significant reduction in
the price of the shares.





76







The Common shares
are publicly traded and are subject to various factors that have historically made the Common share price volatile.



The market price of the Common shares
has been, and may continue to be, subject to large fluctuations, which may result in losses to investors. The market price of
the Common shares may increase or decrease in response to a number of events and factors, including: the Issuer’s operating
performance and the performance of competitors and other similar companies; volatility in metal prices; the public’s reaction
to the Issuer’s press releases, material change reports, other public announcements and the Issuer’s filings with
the various securities regulatory authorities; changes in earnings estimates or recommendations by research analysts who track
the Common shares or the shares of other companies in the resource sector; changes in general economic and/or political conditions;
the number of Common shares to be publicly traded after an offering of Common shares; the arrival or departure of key personnel;
acquisitions, strategic alliances or joint ventures involving the Issuer or its competitors; and the factors listed under the
heading “Description of the Issuer’s Business – Cautionary Statement Regarding Forward-Looking Information
and Statement”. The Issuer has a high number of gold resource ounces per outstanding share relative to its competitors,
which may lead to greater price fluctuations in the price of the Issuer’s Common shares relative to its competitors when
the price of gold fluctuates.



The market price of the Common shares
is affected by many other variables that are not directly related to the Issuer’s success and are, therefore, not within
its control, including other developments that affect the market for all resource sector securities, the breadth of the public
market for the Common shares and the attractiveness of alternative investments. The effect of these and other factors on the market
price of the Common shares on the exchanges on which they trade has historically made the trading price of the Common shares volatile
and suggests that the trading price of the Common shares will continue to be volatile in the future.



The Issuer has never
declared or paid any dividends on the Common shares.



The Issuer has never declared or paid any
dividends on the Common shares. The Issuer intends to retain earnings, if any, to finance the growth and development of the business
and does not intend to pay cash dividends on the Common shares in the foreseeable future. Any return on an investment in the Common
shares will come from the appreciation, if any, in their value. The payment of future cash dividends, if any, will be reviewed
periodically by the Issuer’s Board of Directors and will depend upon, among other things, conditions then existing including
earnings, financial condition and capital requirements, restrictions in financing agreements, business opportunities and conditions
and other factors. See “Dividend Policy.”





77







Shareholders’
interest may be diluted in the future.



The Issuer likely requires additional funds
for exploration and development programs or potential acquisitions. If it raises additional funding by issuing additional equity
securities or other securities that are convertible into equity securities, such financings may substantially dilute the interests
of existing or future shareholders. Sales or issuances of a substantial number of securities, or the perception that such sales
could occur, may adversely affect the prevailing market price for the Common shares. With any additional sale or issuance of equity
securities, investors will suffer dilution of their voting power and may experience dilution in the Issuer’s earnings per
share.



The Issuer
believes it was a passive foreign investment company in 2016 which could have negative consequences for U.S. investors.



U.S.
holders of our common shares should be aware that we believe that for U.S. federal income tax purposes we were classified as a
passive foreign investment company (“PFIC”) during the tax year ended December 31, 2016 and, based upon current business
plans and financial expectations, we expect to be classified as a PFIC for the tax year ending December 31, 2017. Assuming the
Issuer is a PFIC, then owners of the Common shares who are U.S. taxpayers generally will be required to treat any “excess
distribution” received on their Common shares, or any gain realized upon a disposition of Common shares, as ordinary income
and to pay an interest charge on a portion of such distribution or gain, unless the taxpayer makes a qualified electing fund (“QEF”)
election or a mark-to-market election with respect to the Common shares. A U.S. taxpayer who makes a QEF election generally must
report on a current basis its share of the Issuer’s net capital gain and ordinary earnings for any year in which the Issuer
is classified as a PFIC, whether or not the Issuer distributes any amounts to its shareholders. U.S. investors should consult with
their tax advisors for advice as to the U.S. tax consequences of an investment in the Common shares. For each tax year that we
are a PFIC, we will make available the PFIC annual information statement as provided pursuant to Treasury Regulation Section 1.1295-1(g)
on our website.



| | ITEM 5: | DIVIDENDS
| | ------- | ---------



The Issuer has not paid any dividends since incorporation. Payment
of dividends in the future is dependent upon the earnings and financial condition of the Issuer and other factors which the directors
may deem appropriate at the time. However, the Issuer is not limited in any way in its ability to pay dividends on its Common shares
other than to comply with solvency tests that apply to it under its governing corporate legislation.





78







| | ITEM 6: | GENERAL DESCRIPTION OF CAPITAL STRUCTURE
| | ------- | ----------------------------------------



The Issuer is authorized to issue an unlimited
number of Common shares without par value and an unlimited number of Preferred shares, issuable in series, of which at March 28,
2017, 54,460,531 Common shares were issued and outstanding and no Preferred shares were issued and outstanding.



The holders of the Common shares are entitled
to receive notice of and to attend the vote at all meetings of the shareholders of the Issuer and each Common share confers the
right to one vote in person or by proxy at all meetings of the shareholders of the Issuer. The holders of the Common shares, subject
to the prior rights, if any, of the holders of any other class of shares of the Issuer, are entitled to receive such dividends
in any financial year as the Board of Directors of the Issuer may by resolution determine. In the event of the liquidation, dissolution
or winding-up of the Issuer, whether voluntary or involuntary, the holder of the Common shares are entitled to receive, subject
to the prior rights, if any, of the holders of any other class of shares of the Issuer, the remaining property and assets of the
Issuer.



The directors of the Issuer are authorized
to create series of Preferred shares in such number and having such rights and restrictions with respect to dividends, rights of
redemption, conversion or repurchase and voting rights as may be determined by the directors and shall have priority over the Common
shares to the property and assets of the Issuer in the event of liquidation, dissolution or winding-up of the Issuer.



| | ITEM 7: | MARKET FOR SECURITIES
| | ------- | ---------------------



Trading Price and Volume



The Issuer’s Common shares are listed for trading through
the facilities of the TSX under the symbol “SEA”, and on the NYSE under the symbol “SA”. During the Issuer’s
most recently completed financial year, the high and low trading prices and trading volume (rounded up or down to the nearest 100)
of the Issuer’s Common shares on the TSX and on the NYSE was as follows:



|2016      | TSX       | NYSE/AMEX  
|--------- | --------- | -----------
|Month     | Volume    | High
(CDN$)
|January   | 3,230,338 | 13.55      
|February  | 2,361,083 | 12.87      
|March     | 3,301,171 | 17.08      
|April     | 3,825,014 | 19.93      
|May       | 3,527,842 | 18.72      
|June      | 2,599,692 | 19.84      
|July      | 2,183,255 | 20.71      
|August    | 1,949,328 | 17.96      
|September | 1,804,916 | 16.22      
|October   | 1,727,800 | 15.20      
|November  | 2,389,539 | 16.13      
|December  | 2,205,138 | 14.06      





79







| | ITEM 8: | DIRECTORS AND OFFICERS
| | ------- | ----------------------



The By-Laws of the Issuer provide for the
election and retirement of directors. At each annual general meeting, all the directors retire and the Issuer elects a Board of
Directors consisting of the number of directors fixed from time to time by the shareholders, subject to the Issuer’s Articles.
If the election of directors is not held at the proper time, the incumbent directors shall continue in office until their successors
are elected. The Issuer has a 3 member Audit Committee, a 5 member Corporate Governance and Nominating Committee, a 3 member Compensation
Committee and a 3 member Technical Committee.



The names and municipalities of residence
of the directors and officers of the Issuer, the positions held by them with the Issuer, their principal occupations for the past
five years and their shareholdings in the Issuer as of March 21, 2017 are as follows:



|Name, Municipality of Residence and Position                        | Principal Occupation or employment and, if not a previously elected director, occupation during the past 5 years                                                                                                                                                                       | Previous Service as a Director | Number of Common shares beneficially owned, or controlled or directed, directly or indirectly(5)
|------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------ | ------------------------------------------------------------------------------------------------
|A Frederick Banfield (2) (3) (4)
Tucson, Arizona, USA
Director      | Retired, former Chairman, Mintec Inc., a consulting and software company providing services to the minerals industry, since 1970.                                                                                                                                                      | Since October 1999             | 275,000                                                                                         
|Douglass “Scott” Barr(2) (3) (4)
Centennial, Colorado, USA
Director | Executive, Value Assurance, Newmont Mining Corporation since Dec. 2011, Technical Advisor to, and previously Executive VP and COO of, Golden Star Resources Ltd., since 2008.  With Newmont Mining Corporation from 1995 to 2008, finishing as VP – Technical Strategy and Development | Since June 2011                | 5,000 indirectly                                                                                
|Rudi P. Fronk
Denver, Colorado, USA
Chairman and CEO, Director      | Chairman and CEO, Seabridge Gold Inc.                                                                                                                                                                                                                                                  | Since October 1999             | 925,000 directly 30,000 indirectly                                                              
|Eliseo Gonzalez-Urien(2) (3) (4)
Ashland, Oregon, USA
Director      | Senior Technical Advisor, Seabridge Gold Inc.  Retired as Senior Vice President, Placer Dome Inc. in 2001.                                                                                                                                                                             | Since January 2006             | 69,765                                                                                          
|Richard Kraus(1)(3)
Greenwood Village, Colorado, USA
Director       | Executive Chairman of The RMH Group, Inc. since 2001                                                                                                                                                                                                                                   | Since December 2013            | 2,000                                                                                           





80









|Name, Municipality
    of Residence and Position                                      | Principal
    Occupation or employment and, if not a previously elected director, occupation during the past 5 years                                                                                                                                                                                                                                                  | Previous
    Service as a Director | Number
    of Common shares beneficially owned, or controlled or directed, directly or indirectly(5)
|------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------- | ----------------------------------------------------------------------------------------------------
|Jay Layman
Jackson Hole, Wyoming, USA
President and Chief Operating Officer, Director | President and Chief Operating Officer, Seabridge Gold since June 2012; Executive Vice President and Chief Operating Officer, March 2011 to June 2012, Independent Consultant (President of Tactical and Strategic Advisory Services LLC), August 2010 to February 2011, Vice President Solutions and Innovation, Newmont Mining Company from May 2007 to August 2010. | Since June 2012                    | 5,393                                                                                               
|John Sabine(1)(3)
Ontario, Canada
Director                                            | Counsel, Bennett Jones LLP from February 2013 to present; Counsel, Fraser Milner Casgrain LLP from November, 2001 to February 2013.                                                                                                                                                                                                                                   | Since June, 2014                   | 7,000 directly 13,000 indirectly                                                                    
|Gary Sugar(1)( 3)
Ontario, Canada
Director                                            | Retired in 2012 as a Managing Director at RBC Capital Markets, Director, Stillwater Mining Co., former Director for Osisko Mining Corp. and Romarco Minerals Inc.                                                                                                                                                                                                     | Since May 13, 2016                 | 0                                                                                                   
|William E. Threlkeld
Morrison, Colorado, USA
Senior Vice President, Exploration       | Senior V.P. Seabridge Gold Inc. since 2001                                                                                                                                                                                                                                                                                                                            | N/A                                | 317,147                                                                                             
|Peter Williams
Aurora, Colorado, USA
Senior Vice President, Technical Services        | Senior V.P., Technical Services, Seabridge Gold Inc. since July, 2013; Group Executive Mine Engineering, Technical Services, Newmont Mining Company from July 2008 to June 2013                                                                                                                                                                                       | N/A                                | 65,500                                                                                              
|Christopher J. Reynolds
Oakville, Ontario, Canada
Vice President, Finance & CFO       | Vice President, Finance and Chief Financial Officer, Seabridge Gold since May 2011; Director of Paramount Gold Nevada Corp., since April 2015; October 2007 – April 2011 Vice President Finance and Chief Financial Officer, Norsemont Mining Inc.                                                                                                                    | N/A                                | 87,792                                                                                              
|R. Brent Murphy
Yellowknife, NT, Canada
Vice President, Environmental Affairs         | Vice President, Environmental Affairs, Seabridge Gold Inc. since December 2010, Manager, Environmental Affairs to Seabridge; March 2008 - December 2010.                                                                                                                                                                                                              | N/A                                | 45,130 directly6,810 indirectly                                                                     





81









|Name, Municipality
    of Residence and Position                                                      | Principal
    Occupation or employment and, if not a previously elected director, occupation during the past 5 years                                                                                      | Previous
    Service as a Director | Number
of Common shares beneficially owned, or controlled or directed, directly or indirectly(5)
|----------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------- | ------------------------------------------------------------------------------------------------
|C. Bruce Scott
West Vancouver, B.C., Canada
Vice President, Corporate Affairs and Corporate Secretary | Vice President, Corporate Affairs and Corporate Secretary, Seabridge Gold since 2012, President of CBCS Law Corporation, counsel to the Issuer, Partner, DuMoulin Black LLP, January 1998 - December 2011 | N/A                                | 33,200 directly
22,800 indirectly                                                               
|Gloria M. Trujillo
Toronto, Ontario, Canada Assistant Secretary                                       | Assistant Corporate Secretary, Seabridge Gold since 2003; Manager of Administration and Webmaster, Seabridge Gold since 2000                                                                              | N/A                                | 21,690                                                                                          



|(1) |  | Member of the Audit Committee.
|--- |  | ------------------------------

|(2) |  | Member of the Compensation Committee.
|--- |  | -------------------------------------

|(3) |  | Member of the Corporate Governance and Nominating Committee.
|--- |  | ------------------------------------------------------------

|(4) |  | Member of the Technical Committee.
|--- |  | ----------------------------------

|(5) |  | Shares beneficially owned, directly or indirectly, or over which control or direction
is exercise, as at March 1, 2017, based upon information furnished to the Corporation by individual directors. Unless otherwise
indicated, such shares are held directly.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As of March 21, 2017,
the directors and executive officers of the Issuer, as a group, hold 1,932,227 Common shares of the Issuer (excluding Common shares
which may be acquired upon exercise of stock options and vesting of restricted share units held by them), representing 3.6% of
the Issuer’s issued and outstanding shares. Each director holds office until the next general meeting of the Issuer at which
directors are elected.



Other than as set forth below, none of
the Issuer’s directors or executive officers is, as at the date of this AIF, or has been, within ten years before the date
of this AIF, a director, chief executive officer or chief financial officer of any company (including the Issuer) that:



|(a) |  | was subject to an Order (as defined below) that was issued while the director or executive
officer was acting in the capacity as director, chief executive officer or chief financial officer; or
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | was subject to an Order that was issued after the director or executive officer ceased
to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that
person was acting in the capacity as director, chief executive officer or chief financial officer.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



“Order” means a cease trade
order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities
legislation and, in each case, that was in effect for a period of more than 30 consecutive days.





82







None of the Issuer’s directors or
executive officers or any shareholder holding a sufficient number of securities of the Issuer to affect materially the control
of the Issuer:



|(a) |  | is, as at the date of this AIF or has been, within the ten years before the date of
this AIF, a director or executive officer of any company, that while that person was acting in that capacity, or within a year
of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy
or insolvency or was subject to or instituted any proceedings, arrangements or compromise with creditors or had a receiver, receiver
manager or trustee appointed to hold its assets; or
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | has, within the ten years before the date of this AIF, become bankrupt, made a proposal
under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangements or
compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, officer
or shareholder.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ITEM 9: | AUDIT COMMITTEE INFORMATION
| | ------- | ---------------------------



Audit
Committee Charter



The Issuer’s audit committee has
a charter (The “Audit Committee Charter”) in the form attached to this AIF as Schedule “A”.



Composition
of the Audit Committee



Each of the members of the Issuer’s
Audit Committee is independent and financially literate, as those terms are defined in National Instrument 52-110 Audit Committees.



Relevant
Education and Experience



A description of the education and experience
of each audit committee member that is relevant to the performance of his or her responsibilities as an audit committee member
is set out below.



Richard Kraus (Chairman of the Audit
Committee)



Mr. Kraus is a Certified Public Accountant
and an accomplished business leader with a broad range of experience as an investor, board director, senior executive and business
consultant across multiple industries with an emphasis on mining and natural resources. From 1981-1997 he served in various senior
executive roles (including CEO, COO and CFO) of Echo Bay Mines, a major gold mining company that was acquired by Kinross Gold Corporation
in 2003. Mr. Kraus is currently Executive Chairman of The RMH Group, Inc., a privately owned engineering consulting firm with more
than 100 employees. He is a graduate of LaSalle University in Business Administration.



John Sabine



Mr. Sabine has over 40 years of legal expertise
in mining, corporate reorganization, securities, financing, and mergers and acquisitions. He has served on a number of public company
boards and as a member of several audit committees. Mr. Sabine is the former non-executive Chair of Anvil Mining Limited and currently
is non-executive Chair of North American Nickel Inc. As Counsel at Bennett Jones LLP, he represents a number of issuer clients
and has transaction experience in the Americas, Africa, Europe and Asia. He is widely recognized for advising on complex international
projects. Mr. Sabine holds a B.A. and LLB. from the University of Western Ontario and was called to the Ontario Bar in 1972.





83









Gary Sugar



Mr. Sugar retired in 2011 from RBC
Capital Markets after a distinguished 32-year career. He initially worked in the mining industry in exploration and corporate
development for companies including Inco, Cominco, Rio Algom, and Imperial Oil (Exxon). Mr. Sugar joined a predecessor
company to RBC Capital Markets in 1979. He specialized in the mining sector, particularly in equity and debt financings,
mergers and acquisitions, and other advisory services for a wide range of Canadian and international mining companies. He was
appointed a managing director in 1987, and led the mining practice for many years.  Mr. Sugar is  a director of Stillwater
Mining Company, was a member of the Board of Directors of Osisko Gold from March 2012 until its acquisition in June, 2014, and also served on the Board of Directors of Romarco
Minerals Inc. until its acquisition by OceanaGold on October 1, 2015. Mr. Sugar holds a Bachelor of Science degree in Geology
and an M.B.A. from the University of Toronto.



External Auditor Services Fees (by Category)





The aggregate fees billed by the Issuer’s
external auditors in the following categories for the 12 months ended December 31, 2016 and 2015 are as follows:



|                   | 2016     | 2015    
|------------------ | -------- | --------
|Audit Fees         | $224,000 | $204,000
|Audit Related Fees | Nil      | Nil     
|Tax Fees           | Nil      | Nil     
|All Other Fees     | Nil      | Nil     
|Total              | $224,000 | $204,000



Pre-Approval of Audit and
Non-Audit Services Provided by Independent Auditors



The Audit Committee nominates, for election
by the Issuer’s shareholders at the Issuer’s annual general meeting, the Issuer’s independent auditors to audit
the Issuer’s financial statements. The Audit Committee is authorized by the Issuer’s Board of Directors to review the
performance of the Issuer’s external auditors, to approve in advance the provision of services by the independent auditors
and to consider the independence of the external auditors.



| | ITEM 10: | CONFLICTS OF INTEREST
| | -------- | ---------------------



Certain of the Issuer’s directors
and officers serve or may agree to serve as directors or officers of other reporting companies or have significant shareholdings
in other reporting companies and, to the extent that such other companies may pursue business objectives similar to those which
the Issuer may pursue, the directors of the Issuer may have a conflict of interest respecting such pursuits. Under the corporate
laws applicable to the Issuer, the directors of the Issuer are required to act honestly, in good faith and in the best interests
of the Issuer and to disclose all conflicts to the directors so that appropriate procedures may be established for the circumstances,
including abstaining from voting or the establishment of special committees.





84







| | ITEM 11: | LEGAL PROCEEDINGS AND REGULATORY ACTIONS
| | -------- | ----------------------------------------



Legal Proceedings



The Issuer is not a party to, and its properties
were not the subject of, any legal proceedings during the financial year ended December 31, 2016 and it does not know of any such
proceedings that are contemplated.



Regulatory Actions



There are no: (a) penalties or sanctions
imposed against the Issuer by a court relating to securities legislation or by a securities regulatory authority during the Issuer’s
most recent completed financial year and up to the date of this AIF; (b) other penalties or sanctions imposed by a court or regulatory
body against the Issuer that would likely be considered important to a reasonable court or regulatory body against the Issuer that
would likely be considered important to a reasonable investor in making an investment decision; or (c) settlement agreements the
Issuer entered into with a court relating to securities legislation or with a securities regulatory authority during the Issuer’s
most recently completed financial year and up to the date of this AIF.



| | ITEM 12: | INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
| | -------- | ----------------------------------------------------------



No director, executive officer or person
or company that beneficially owns, or controls or directs, directly or indirectly, more than 10% of the Issuer’s outstanding
Common shares, or any associate or affiliate of the foregoing, has had any material interest, direct or indirect, in any transaction
within the three most recently completed financial years or during the current financial year prior to the date of this AIF that
has materially affected or is reasonably expected to materially affect the Issuer, except that FCMI Parent Co., an affiliate of
FCMI Financial Corporation and controlled by Albert D. Friedberg and members of his immediate family, which together with its affiliates
own greater than 10% of the Issuer’s outstanding shares, acquired 1,500,000 Common shares of the Issuer for gross proceeds
of C$12,150,000 in the Issuer’s private placement that closed on October 30, 2015.



| | ITEM 13: | TRANSFER AGENTS AND REGISTRARS
| | -------- | ------------------------------



The registrar and transfer agent for the
Common shares is Computershare Investor Services Inc. at its principal office at 100 University Avenue, 9th floor, Toronto,
Ontario, Canada M5J 2Y1 and co-transfer points at 510 Burrard Street, Vancouver, British Columbia, Canada V6C 3B9 and Computershare
Trust Company, N.A., at 350 Indiana Street, Suite 800, Golden, Colorado, USA 80401.



| | ITEM 14: | MATERIAL CONTRACTS
| | -------- | ------------------



The Issuer is not a party to a material
contract that was not entered into in the ordinary course of its business or that is otherwise required to be filed under section
12.2 of National Instrument 51-102 (“NI 51-102”) at the time this AIF is filed or would be required to be filed under
section 12.2 of NI 51-102 at the time this AIF is filed but for the fact that it was previously filed.





85









| | ITEM 15: | INTERESTS OF EXPERTS
| | -------- | --------------------



None of Michael Lechner, Dr. John Huang,
Dr. Sabry Abdel Hafez, Hassan Ghaffari, Jim Gray, W.N. Brazier, Pierre Pelletier, Graham Parkinson, Robert Parolin, Derek Kinakin,
Simon Allard, Mark Ramirez, Tony Lipiec, Kevin Jones, Ross Hammett, Albert Victor Chance, Nigel Goldup and Stephen Day, each being
companies or persons who have been named as having prepared or participated in preparing reports relating to the Issuer’s
mineral properties referred to in this AIF or otherwise filed under NI 51-102 by the Issuer during, or relating to, the Issuer’s
most recently completed financial year or during the period thereafter to the date of this AIF, or any director, officer, employee
or partner thereof, as applicable, holds, received or has received a direct or indirect interest in the property of the Issuer
or of any associate or affiliate of the Issuer. To the Issuer’s knowledge, as at the dates of their respective reports, the
aforementioned persons, and the directors, officers, employees and partners, as applicable, of each of the aforementioned companies
and partnerships beneficially own, directly or indirectly, in total, less than one percent of the securities of the Issuer and
none of them have received securities of the Issuer from the Issuer since such dates.



Neither the aforementioned persons, nor
any director, officer, employee or partner, as applicable, of the aforementioned companies or partnerships, are currently expected
to be elected, appointed or employed as a director, officer or employee of the Issuer or of any associate or affiliate of the Issuer.



William Threlkeld, the Senior Vice President
of the Issuer and a Registered Professional Geologist, is named as having prepared or supervised the preparation of technical information
in respect of exploration programs of the Issuer at both of the KSM and Courageous Lake projects. As of March 1, 2017, Mr. Threlkeld
owns 317,147 Common shares of the Issuer, restricted share units convertible into 5,750 Common shares upon certain milestones and
options to purchase 245,000 Common shares at various prices.



The auditors of the Issuer are KPMG LLP
of Toronto, Ontario, Canada. KPMG LLP have confirmed that they are independent with respect to the Issuer with the meaning of the
relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation
or regulations, and also that they are independent accountants with respect to the Issuer under all relevant US professional and
regulatory standards.



| | ITEM 16: | ADDITIONAL INFORMATION
| | -------- | ----------------------



Additional information relating to the
Issuer may be found on SEDAR at www.sedar.com. The information available at www.sedar.com includes copies of the full text of all
of the technical reports prepared for the Issuer in respect of the Issuer’s properties described herein.



Additional information, including directors’
and officers’ remuneration and indebtedness, principal holders of the Issuer’s securities, and securities authorized
for issuance under equity compensation plans, where applicable, is contained in the Issuer’s Information Circular for its
most recent annual general meeting of securityholders that involved the election of directors.



Additional financial information is provided
in the Issuer’s consolidated financial statements and management’s discussion and analysis for the Issuer’s most
recent completed financial year.





86









SCHEDULE A



AUDIT COMMITTEE CHARTER



The Audit Committee
of Seabridge is a committee of the Board composed entirely of three outside and unrelated directors. Its overall goal is to ensure
that the Corporation adopts and follows a policy of full, plain, true and timely disclosure of material financial information to
its stakeholders Primary responsibility for the Corporation’s financial reporting, accounting systems and internal controls
lies with management and is overseen by the Board. The Committee assists the Board in fulfilling its responsibilities in this regard.
The Committee is mandated to satisfy the requirements of the Canada Business Corporations Act and any other applicable regulatory
agencies.



Specifically, the
Committee:



|(a) |  | reviews the annual statements of the Corporation and makes recommendations to the
Board with respect to these statements,
|--- |  | -------------------------------------------------------------------------------------------------------------------------

|(b) |  | reviews the quarterly financial statements and makes recommendations to the Board
with respect to these statements,
|--- |  | -------------------------------------------------------------------------------------------------------------------

|(c) |  | reviews all prospectuses, offering circulars, and similar documents,
|--- |  | --------------------------------------------------------------------

|(d) |  | oversees the adequacy and accuracy of the Corporation’s financial disclosure
policies and obligations,
|--- |  | ------------------------------------------------------------------------------------------------------

|(e) |  | reviews significant accounting policies and estimates,
|--- |  | ------------------------------------------------------

|(f) |  | satisfies themselves from discussions with and/or reports from management and reports
from the external auditors, that the Corporation’s internal controls, financial systems and procedures, and management information
systems are appropriate and that internal controls identified are operating effectively,
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(g) |  | meets with the Corporation’s auditors to review audit, financial reporting and
other pertinent matters and to review their recommendations to management, and
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|(h) |  | recommends the appointment of auditors and reviews the terms of the audit engagement
and the appropriateness of the proposed fee,
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------

|(i) |  | reviews through discussion or by way of a formal document the plan for the annual
audit with the auditors and management,
|--- |  | -------------------------------------------------------------------------------------------------------------------------

|(j) |  | evaluates the performance of the auditors,
|--- |  | ------------------------------------------

|(k) |  | confirms the independence of auditors,
|--- |  | --------------------------------------

|(l) |  | establishes procedures for the receipt, retention and treatment of complaints received
regarding accounting, internal accounting controls or auditing matters, and
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(m) |  | establishes procedures for the confidential, anonymous submission by employees of
concerns regarding questionable accounting or auditing matters.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------



The Audit Committee
meets at a minimum, quarterly and on such other occasions as required. The auditors are invited to attend the meetings.





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