UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
40-F/A
Amendment No. 1



☐ REGISTRATION
STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934



OR



☒ ANNUAL
REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the fiscal year ended December 31, 2019



Commission
file number: 001-32135



Seabridge
Gold Inc.

(Exact
name of Registrant as specified in its charter)



|Canada                                                                    |  | 1040                                                             |  | Not
    Applicable                           
|------------------------------------------------------------------------- |  | ---------------------------------------------------------------- |  | ---------------------------------------------
|(Province or other
    jurisdiction of
    incorporation or organization) |  | (Primary Standard
    Industrial
    Classification Code Number) |  | (I.R.S. Employer
    
    Identification No.)



106
Front Street East, Suite 400

Toronto,
Ontario Canada M5A 1E1

(416)
367-9292

(Address
and telephone number of Registrant’s principal executive offices)



Corporation
Service Company

1180
Sixth Avenue

New
York, New York 10036

(212)
299-5656

(Name,
address and telephone number of agent for service in the United States)



Securities
registered or to be registered pursuant to Section 12(b) of the Act:



|Title
    of each class |  | Trading
    Symbol(s) |  | Name
    of each exchange on which registered
|----------------------- |  | --------------------- |  | ---------------------------------------------
|Common Shares           |  | SA                    |  | New York Stock Exchange                      



Securities
registered pursuant to Section 12(g) of the Act.

None



(Title
of Class)

Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act.



None

(Title
of Class)



For
annual reports, indicate by check mark the information filed with this form:



☒
Annual Information Form                      
☒ Audited Annual Financial Statements



Indicate
the number of outstanding shares of the issuer’s classes of capital or common stock as of the close of the period covered
by the annual report: 63,510,487 Common Shares (as at December 31, 2019).



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act
during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has
been subject to such filing requirements for the past 90 days. Yes ☒ No ☐



Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files). Yes ☒ No ☐



Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.



Emerging
growth company ☐



If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards†
provided pursuant to Section 13(a) of the Exchange Act. ☐



†
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5, 2012.



This
Form 40-F/A shall be incorporated by reference into or as an exhibit to, as applicable, the Registrant’s Registration Statements
under the Securities Act of 1933, as amended: Form F-10 (File No. 333-229373) and Form S-8 (File No. 333-211331).
















EXPLANATORY
NOTE



Seabridge
Gold Inc. (the “Registrant” or “we” or “us”) is a Canadian issuer eligible to file its annual
report pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F
(“Form 40-F”) pursuant to the multi-jurisdictional disclosure system of the Exchange Act. We are a “foreign
private issuer” as defined in Rule 3b-4 under the Exchange Act. Accordingly, our equity securities are exempt from Sections
14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.



This
Amendment No. 1 to the Annual Report on Form 40-F (“Amendment No. 1”) amends the Annual Report on Form 40-F of Seabridge
Gold Inc. for the year ended December 31, 2019, which was originally filed with the U.S. Securities and Exchange Commission on
March 30, 2020 (the “Original Annual Report”). This Amendment No. 1 is being filed solely to include Exhibit 23.12 the
Consent of SRK Consulting (Canada) Inc. and Stephen Day.



Except
as described above, the Original Annual Report remains unchanged. This Amendment No. 1 does not reflect events occurring after
the filing of the Original Annual Report, or modify or update those disclosures. Accordingly, this Amendment No. 1 should be read
in conjunction with the Original Annual Report.



1







SIGNATURES



Pursuant
to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F/A
and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.



| | Seabridge Gold Inc.
| | -------------------
| |                    
| | By:                
| |                    
| |                    



Date:
April 3, 2020



2







EXHIBITS



Consents



|Exhibit
    No. |  | Description                                                               
|--------------- |  | --------------------------------------------------------------------------
|                |  |                                                                           
|23.1            |  | Consent of KPMG LLP, Independent Registered Public Accounting Firm**      
|23.2(a)         |  | Consent
    of Tetra Tech Inc. and John Huang**                           
|23.2(b)         |  | Consent
    of Tetra Tech Inc. and Sabry Abdel Hafez**                    
|23.2(c)         |  | Consent
    of Tetra Tech Inc. and Hassan Ghaffari and Kevin Jones**      
|23.2(d)         |  | Consent
    of Tetra Tech Inc. and Nigel Goldup**                         
|23.3            |  | Consent
    of Moose Mountain Technical Services and J. H. Gray**         
|23.4            |  | Consent
    of W.N. Brazier Associates Inc. and Neil Brazier**            
|23.5            |  | Consent
    of ERM Consultants Canada Ltd. and Rolf Schmitt**             
|23.6            |  | Consent
    of Klohn Crippen Berger Ltd. and J. Graham Parkinson**        
|23.7            |  | Consent
    of Resource Modeling Inc. and Michael Lechner**               
|23.8            |  | Consent
    of McElhanney Consulting Services Ltd. and Robert W. Parolin**
|23.9            |  | Consent
    of BGC Engineering Inc. and Derek Kinakin**                   
|23.10(a)        |  | Consent
    of Golder Associates Ltd. and Ross D. Hammett**               
|23.10(b)        |  | Consent
    of Golder Associates Ltd. and Albert Victor Chance**          
|23.11           |  | Consent
    of Wood Canada Limited and Greg Gosson**                      
|23.12           |  | Consent
    of SRK Consulting (Canada) Inc. and Stephen Day*              
|23.13           |  | Consent
    of William Threlkeld**                                        



Certifications



|31.1 | Certification
    of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002** 
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|31.2 | Certification
    of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002** 
|32.1 | Certification
    of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002**
|32.2 | Certification
    of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002**



Annual Information



|99.1    | Annual
    Information Form for the year ended December 31, 2019**             
|------- | -------------------------------------------------------------------------------
|99.2    | Audited
    Financial Statements for the year ended December 31, 2019**        
|99.3    | Management’s
    Discussion and Analysis for the year ended December 31, 2019**
|101.INS | XBRL Instance Document**                                                       
|101.SCH | XBRL Taxonomy Extension
    Schema Document**                                  
|101.CAL | XBRL Taxonomy Extension
    Calculation Linkbase Document**                    
|101.DEF | XBRL Taxonomy Extension
    Definition Linkbase Document**                     
|101.LAB | XBRL Taxonomy Extension
    Label Linkbase Document**                          
|101.PRE | XBRL Taxonomy Extension
    Presentation Linkbase Document**                   



| | * | Filed
herewith.
| | - | ---------------

| | ** | Previously
filed.
| | -- | -----------------





3