Exhibit
99.4


KPMG LLP
                Chartered AccountantsBay
      Adelaide Centre
                333
      Bay Street Suite 4600
                Toronto
      ON M5H 2S5
              Telephone
                  Fax
              (416)
      777-8500
                (416)
      777-8818
                www.kpmg.ca






REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON RECONCILIATION TO UNITED
STATES GAAP






To the
Board of Directorsof Seabridge Gold
Inc.






On March
18, 2010, we reported on the consolidated balance sheets of Seabridge Gold Inc.
(the “Company”) as at December 31, 2009 and 2008 and the consolidated statement
of operations and deficit, comprehensive loss, accumulated other comprehensive
income and cash flows for each of the years in the three-year period ended
December 31, 2009 which are included in the annual report on Form 40-F. In
connection with our audits of the aforementioned consolidated financial
statements, we also have audited the related supplemental note entitled
“Reconciliation to United States Generally Accepted Accounting Principles – Item
18” included in the Form 40-F. This supplemental note is the responsibility
of the Company's management. Our responsibility is to express an opinion on this
supplemental note based on our audits.






In our
opinion, such supplemental note, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly, in all
material respects, the information set forth therein.






/S/ KPMG
LLP


Chartered
Accountants, Licensed Public Accountants




Toronto,
Canada


March 18,
2010








KPMG LLP
is a Canadian limited liability partnership and a member firm of the KPMG
network of independent member firms affiliated with KPMG International
Cooperative (“KPMG International”), a Swiss entity.  KPMG Canada
provides services to KPMG LLP.
  1


SEABRIDGE
GOLD INC.


Reconciliation
with United States Generally Accepted Accounting Principles – Item
18


as
at December 31, 2009 and 2008


and
for each of the Years in the Three-Year Period Ended December 31,
2009





Seabridge
Gold Inc. (the “Company”) prepares its consolidated financial statements in
accordance with Canadian generally accepted accounting principles (“Canadian
GAAP”) which principles differ in certain respects from those applicable in the
United States (“US GAAP”) and from practices prescribed by the United States
Securities and Exchange Commission (“SEC”).





The
following information is presented in Canadian dollars.




Consolidated
statements of operations:


2009
            
            
            2008
            
            
            2007Net
      profit (loss) for year – Canadian GAAP
            
            $
            (4,678,569
            )
            
            $
            10,289,688
            
            
            $
            (5,541,784
            )Mineral
      interest expenditures incurred  prior to the establishment of
      proven and probable reserves (a)
            
            
            (19,298,663
            )
            
            
            (11,149,394
            )
            
            
            (9,060,332
            )Flow-through
      share renunciation (b)
            
            
            -
            
            
            
            -
            
            
            
            (1,206,562
            )Flow-through
      share value (b)
            
            
            -
            
            
            
            -
            
            
            
            393,250Net
      loss for the year  - U.S. GAAP
            
            
            (23,977,232
            )
            
            
            (859,706
            )
            
            
            (15,415,428
            )Other
      comprehensive income (loss):Reclassification
      of losses in net profit for year
            
            
            106,130
            
            
            
            -
            
            
            
            -Unrecognized
      gains (losses)  on financial assets
            
            
            172,003
            
            
            
            (164,112
            )
            
            
            5,258Comprehensive
      loss – U.S. GAAP
            
            $
            (23,699,099
            )
            
            $
            (1,023,818
            )
            
            $
            (15,410,170
            )Net
      Loss per share – U.S. GAAP, Basic and Diluted
            
            $
            (0.64
            )
            
            $
            (0.02
            )
            
            $
            (0.43
            )




Consolidated
statements of cash flows:


Canadian
      GAAP
            
            
            U.S.
    GAAP2009
            
            
            2008
            
            
            2007
            
            
            2009
            
            
            2008
            
            
            2007Cash
      used in operating activities
            
            $
            (8,532,712
            )
            
            $
            (2,552,202
            )
            
            $
            (3,350,068
            )
            
            $
            (27,831,375
            )
            
            $
            (13,701,596
            )
            
            $
            (12,410,400
            )Cash
      provided by (used for) investing activities
            
            $
            (247,866
            )
            
            $
            (3,212,089
            )
            
            $
            (20,282,717
            )
            
            $
            19,050,797
            
            
            $
            7,937,305
            
            
            $
            (11,222,385
            )




Consolidated
balance sheets:


Canadian
      GAAP
            
            
            U.S.
    GAAP2009
            
            
            2008
            
            
            2009
            
            
            2008Mineral
      interests – unproven(a)
            
            $
            91,214,373
            
            
            $
            69,028,974
            
            
            $
            27,092,974
            
            
            $
            24,206,238Shareholders’
      equity
            
            $
            99,598,231
            
            
            $
            99,107,575
            
            
            $
            35,476,832
            
            
            $
            54,284,839




2




Notes
to US GAAP Reconciliation





1.
            Reconciling
      Items:


a)
            Mineral
      interests


Under
United States GAAP, acquisition costs associated with mining interests are
classified according to the land tenure position and the existence of proven and
probable reserves as defined under Industry Guide 7.





Under
United States GAAP, through to March 31, 2004, costs associated with owned
mineral claims and mining leases were classified as definite life intangible
assets and amortized over the period of intended use or until proven and
probable reserves are established ranging from four to eleven
years.  Effective April 1, 2004, pursuant to EITF 04-2, the Company
classified its mineral rights as tangible assets and stopped amortizing
them.  This change was accounted for prospectively.  These
assets are tested for recoverability whenever events or changes in circumstances
indicate that its carrying value may not be recoverable.  Under
Canadian GAAP the unit of production basis of amortization is acceptable prior
to the establishment of proven and probable reserves resulting in no
amortization during the exploration and development phase.





Under
United States GAAP, costs associated with options to acquire mineral claims and
mining leases are regarded as having a finite life expiring over the term of the
option agreement and are not a component of the acquisition
cost.  Under Canadian GAAP the option payments are regarded as part of
the acquisition cost and are deferred until the option is exercised when they
are reclassified depending on the ownership position acquired or charged to
operations if the option is not exercised.





Under
United States GAAP, exploration expenditures relating to mining interests prior
to the completion of a definitive feasibility study, which establishes proven
and probable reserves must be expensed as incurred.  Under Canadian
GAAP these costs may be deferred.





b)
            Flow-through
      shares


Under
United States GAAP when flow-through shares are issued, the proceeds are
allocated between the issue of shares and the sale of tax
benefits.  The allocation is made based on the difference between the
quoted price of the existing shares and the amount that the investor pays for
the shares.  The shareholders’ equity is reduced and a liability is
recognized for this difference which amounted to $393,250 for the flow-through
shares issued in 2006 (2005 - 421,800).  The liability is reversed
when the tax benefits are renounced and a deferred tax liability recognized at
that time.  Income tax expense is the difference between the amount of
the deferred tax liability and the liability recognized on
issuance.




3




2.
            Stock-based
      Compensation


A summary
of the status of the non-vested stock options as of December 31, 2009 and the
changes during the year ended December 31, 2009, is presented
below:





Options
      with Grant-Date Fair Value
            
            Number
            
            
            Weighted
      Average Grant-Date Fair-Value$Non-vested,
      January 1, 2009
            
            
            150,000
            
            
            
            6.70Granted
            
            
            25,000
            
            
            
            10.37Vested
            
            
            (150,000
            )
            
            
            (6.70
            )Non-vested,
      December 31, 2009
            
            
            25,000
            
            
            
            10.37





Options
      with Values Determined after Grant Date or Still to be
      Determined
            
            Number
            
            
            Weighted
      Average Fair-Value$Non-vested,
      January 1, 2009
            
            
            605,000
            
            
            
            -Granted
            
            
            -
            
            
            
            -Vested
            
            
            (5,000
            )
            
            
            (17.60
            )Expired
            
            
            (5,000
            )
            
            
            -Non-vested,
      December 31, 2009
            
            
            595,000
            
            
            $
            -





The total
intrinsic value of options exercised during 2009 was $3.9 million (2008 - $0.7
million, 2007 - $22.1 million).  The total fair value of options that
vested during 2009 was $1.4 million (2008 - $2.3 million, 2007 - $2.3
million).





As at
December 31, 2009 and 2008, the aggregate intrinsic value of options outstanding
was $22.2 million    and $9.7 million, respectively, while
the aggregate intrinsic value of the options which were exercisable was $14.5
million and $6.4 million, respectively. The weighted average remaining
contractual life of all options outstanding was 2.3 years and for the vested
options was 1.6 years.





As at
December 31, 2009, there was $0.4 million of calculated unrecognized
compensation costs related to non-vested stock options.  The Company
expects to recognize this expense over a weighted average period of 2.3
years.  In addition to the calculated unrecognized compensation costs
stated in the previous sentence, as at December 31, 2009, there were 515,000
options granted which vesting are subject to the Company entering into a
significant transaction involving either its interest in the Courageous Lake
project or the KSM project or the acquisition of a majority interest in the
Company.  No value has been placed on these options as the vesting
provisions have not been met. The expiry date of these options is December 4,
2013.




4




3.
            Income
      Taxes


The
Company’s income taxes payable and future income tax liabilities for each
jurisdiction were as follows:





(in 000’s)
            
            2009
            
            
            2008$
            
            
            $Income
      taxes payable - Mexico
            
            
            -
            
            
            
            5,326Income
      tax liabilities - Canada
            
            
            171,000
            
            
            
            -




4.
            Income
      Tax Uncertainty


As at
December 31, 2009, the Company does not have any provisions for uncertain income
tax positions and does not believe that any will be required over the next
twelve months.





In some
cases, the Company’s income tax positions are related to years that remain
subject to examination by tax authorities.  The following table
outlines the open years, by tax jurisdiction, as at December 31,
2009:





Jurisdiction
            Open
    YearsCanada
            2005
      to presentMexico
            2006
      to presentUnited
      States
            2005
      to present





5.
            Accounts
      Payable and Accrued Liabilities


Accounts
payable and accruals on the Company’s balance sheets consist of the
following:





(in 000’s)
            
            2009
            
            
            2008$
            
            
            $Trade
      payables
            
            
            1,143
            
            
            
            3,008Accrued
      liabilities
            
            
            233
            
            
            
            3611,376
            
            
            
            3,369





6.
            Recent
      United States Accounting
Pronouncements


a)
Fair value measurement
disclosures


In 2008,
the Company adopted FASB Statement No. 157, Fair Value Measurements (“FAS 157”)
for financial assets and liabilities that are measured at fair value on a
recurring basis.  FAS 157 defines fair value, establishes a framework
for measuring fair value under US GAAP, and requires expanded disclosures about
fair value measurements.  The primary assets and liabilities affected
were available-for-sale securities. The adoption of FAS 157 did not change the
valuation techniques that the Company uses to value these assets and
liabilities.





The fair
value hierarchy established by FAS 157 establishes three levels to classify the
inputs to valuation techniques used to measure fair
value.   Level 1 inputs are quoted prices (unadjusted) in active
markets for identical assets or liabilities.  Level 2 inputs are
quoted prices in markets that are not active, quoted prices for similar assets
or liabilities in active markets, inputs other than quoted prices that are
observable for the asset or liability (for example, interest rate and yield
curves observable at commonly quoted intervals, forward pricing curves used to
value currency and commodity contracts and volatility measurements used to value
option contracts) or inputs that are derived principally from or corroborated by
observable market data or other means.  Level 3 inputs are
unobservable (supported by little or no market activity).  The fair
value hierarchy gives the highest priority to Level 1 inputs and the lowest
priority to Level 3 inputs.




5




Assets
(liabilities) measured at fair value on recurring basis as at December 31, 2009
include the following:





(in 000’s)
            
            Level
      1
            
            
            Level
      2
            
            
            Level
      3
            
            
            Aggregate
      Fair Value$
            
            
            $
            
            
            $
            
            
            $Financial
      AssetsAvailable-for-saleMarketable
      securities
            
            
            797
            
            
            
            -
            
            
            
            -
            
            
            
            797





The
valuation technique that is used to measure fair value is as
follows:





Available-for-sale
securities:





The fair
value of available-for-sale securities is determined based on a market approach
reflecting the closing price of each particular security at the balance sheet
date.  The closing price is a quoted market price obtained from the
exchange that is the principal active market for the particular security, and
therefore available-for-sale securities are classified within Level 1 of the
fair value hierarchy established by FAS 157.





The
provisions of FAS 157 relating to non-financial assets and liabilities are
effective for fiscal years beginning after November 15, 2008 and was adopted by
the Company in fiscal 2009.





b)
            Disclosures
      about derivative instruments and hedging
  activities


In March
2008, the FASB issued FASB Statement No. 161,  Disclosures about
Derivative Instruments and Hedging Activities – an amendment of SFAS No. 133
(“FAS 161”) which was primarily codified in ASC Topic 815.  FAS 161
requires entities to provide enhanced disclosures about (a) how and why the
entity uses derivative instruments, (b) how derivative instruments and related
hedged items are accounted for under FAS 133 and its related interpretations,
and (c) how derivative instruments and related hedged items affect the entity’s
financial position, financial performance and cash flows.  The
amendments to ASC Topic 815 are effective for fiscal years and interim periods
beginning after November 15, 2008, with early application
encouraged.  The adoption of the amendments had no effect on the
Company’s consolidated financial statements.





c)
            Business
      combinations


In
December 2007, the FASB issued FAS Statement No. 141(R), Business Combinations
(“FAS 141(R)”) which replaces FAS 141, which was primarily codified in ASC Topic
805.  FAS 141(R) replaces FAS 141 prospectively for business
combinations consummated in fiscal years beginning after the effective date of
December 15, 2008.  Under FAS 141(R) business acquisitions are
accounted for under the “acquisition method” compared to the “purchase method”
mandated by FAS 141.




6




The more
significant changes that will result from applying the acquisition method
include: (i) the definition of a business is broadened to include development
stage entities, and therefore more acquisitions will be accounted for as
business combinations rather than asset acquisitions; (ii) the measurement date
for equity interests issued by the acquirer is the acquisition date instead of a
few days before and after terms are agreed to and announced, which may
significantly change the amount recorded for the acquired business if share
prices differ from the agreement and announcement date to the acquisition date;
(iii) all future adjustments to income tax estimates are recorded to income tax
expense, whereas under FAS 141 certain changes in income tax estimates were
recorded to goodwill; (iv) acquisition related costs of the acquirer, including
investment banking fees, valuation fees, and other professional or consulting
fees are expensed as incurred, whereas under FAS 141 these costs are
capitalized  as part of the cost of the business combination; (v) the
assets acquired and liabilities assumed are recorded at 100% of fair value even
if less than 100% is obtained, whereas under FAS 141 only the controlling
interest’s portion is recorded at fair value; and (vi) the non-controlling
interest is recorded at its share of fair value of net assets acquired,
including its share of goodwill, whereas under FAS 141 the non-controlling
interest is recorded as its share of carrying value of net assets acquired with
no goodwill being allocated.   The adoption of FAS 141(R) had no
effect on the Company’s consolidated financial statements.





d)) Non-controlling
interests in consolidated financial statements


On
January 1, 2009, the Company adopted ASC Subtopic 810-10 (formerly
SFAS No. 160, Non-controlling Interests in Consolidated Financial
Statements — an amendment of ARB No. 51). ASC Subtopic
810-10 requires an entity to clearly identify and present ownership
interests in subsidiaries held by parties other than the entity in the
consolidated financial statements within the equity section but separate from
the entity's equity. It also requires the amount of consolidated net income
attributable to the parent and to the non-controlling interest be clearly
identified and presented on the face of the consolidated statement of income;
changes in ownership interest be accounted for similarly, as equity
transactions; and when a subsidiary is deconsolidated, any retained
non-controlling equity investment in the former subsidiary and the gain or loss
on the deconsolidation of the subsidiary be measured at fair value. The
presentation and disclosure requirements of ASC Subtopic 810-10 were
applied retrospectively. The adoption of ASC Subtopic 810-10 had no impact
on the consolidated financial statements.