UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
  FORM
40-F
 o
              
              REGISTRATION
      STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF
      1934
  OR
 þ
              
              ANNUAL
      REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934
  For
      the fiscal year ended December 31, 2009
              
              Commission
      file number: 1-32135
  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, 4th Floor
 Toronto, Ontario CANADA M5A
1E
 (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:
              
              Name
      of Each Exchange On Which Registered:Common
      Shares, no par value
              
              NYSE
      Amex LLC; Toronto Stock Exchange
  Securities
registered or to be registered pursuant to Section 12(g) of the Act: None
 
 Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
 
 For
annual reports, indicate by check mark the information filed with this
form:
 þ     Annual
      Information Form
              
              þ     Audited
      Annual Financial Statements
 
 Indicate
the number of outstanding shares of each of the issuer’s classes of capital or
common stock as of the close of the period covered by the annual report:
37,598,685 (as of December 31, 2009).
  Indicate
by check mark whether the Registrant by filing the information contained in this
Form is also thereby furnishing the information to the Commission pursuant to
Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange
Act”). If “Yes” is marked, indicate the filing number assigned to the Registrant
in connection with such Rule. oYes     þ No
  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. þ
Yes     o No
  Indicate
by check mark whether the Registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted 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 and post such files). o
Yes      o No
  
  EXPLANATORY NOTE
 
 Seabridge
Gold Inc.  (the “Company” or the “Registrant”) 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 pursuant to
the multi-jurisdictional disclosure system of the Exchange Act. The Company is a
“foreign private issuer” as defined in Rule 3b-4 under the Exchange Act.
Equity securities of the Company are accordingly exempt from
Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to
Rule 3a12-3.
 
 FORWARD-LOOKING
STATEMENTS
 
 This
annual report on Form 40-F and the exhibits attached hereto contain
“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 the Company’s projects,
business approach and plans, including estimated production, capital, operating
and cash flow estimates and other matters at the Company’s projects. Any
statements that express or involve discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives, assumptions or future
events or performance (often, but not always, using words or phrases such as
“expects”, “anticipates”, “plans”, “projects”, “estimates”, “assumes”,
“intends”, “strategy”, “goals”, “objectives” or variations thereof or stating
that certain actions, events or results “may”, “could”, “would”, “might” or
“will” 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 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.
 
 Forward-looking
statements are necessarily based on estimates and assumptions made by the
Company in light of its experience and perception of historical trends, current
conditions and expected future developments.  In making the
forward-looking statements in this Form 40-F and the exhibits attached hereto,
the Company 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 resources at the
Company’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
      Company’s history of losses and expectation of future
    losses;
 ·
              risks
      related to the Company’s ability to finance its exploration activities and
      future development activities through joint ventures, the sale of property
      interests or obtaining suitable
financing;
 ·
              uncertainty
      of whether there are any economic reserves existing on the Company’s
      mineral properties;
 ·
              uncertainties
      relating to the assumptions underlying the Company’s resource
      estimates;
 ·
              uncertainty
      of estimates of capital costs, operating costs, production and economic
      returns;
 ·
              risks
      related to commercially producing precious metals from the Company’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;
 ·
              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 Company’s mineral
  properties;
 ·
              risks
      related to unsettled First Nations rights and
  title;
 ·
              risks
      related to increases in demand for exploration, development and
      construction services equipment, and related cost
    increases;
 ·
              increased
      competition in the mining industry;
 ·
              the
      Company’s need to attract and retain qualified management and
      personnel;
 ·
              risks
      related to some of the Company’s directors’ and officers’ involvement with
      other natural resource companies;
and
 ·
              the
      Company’s classification as a “passive foreign investment company” under
      the United States tax code.
  2
  This list
is not exhaustive of the factors that may affect any of the Company’s
forward-looking statements.  Forward-looking statements are statements
about the future and are inherently uncertain, and actual achievements of the
Company 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 the Company Annual Information Form attached hereto as Exhibit 99.1 (the
“AIF”) under the heading “Risk Factors” and elsewhere in the AIF, and in the
documents incorporated by reference to this Form 40-F and the AIF.  In
addition, although the Company 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.  It is also noted that while the Company
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 Company 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, persons
should not place undue reliance on forward-looking statements.
 
 NOTE
TO UNITED STATES READERS -
 DIFFERENCES IN UNITED STATES AND
CANADIAN REPORTING PRACTICES
 
 The
Company is permitted, under a multi-jurisdictional disclosure system adopted by
the United States Securities and Exchange Commission (the “SEC”), to prepare
this annual report in accordance with Canadian disclosure requirements, which
are different from those of the United States. The Company prepares its
financial statements, which are filed with this annual report on Form 40-F, in
accordance with Canadian generally accepted accounting principles which are
reconciled to United States generally accepted accounting principles in the
audited related supplemental note entitled “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” (the “2009 Item 18 Reconciliation”), including the
report of the Independent Registered Public Accounting Firm with respect
thereto, which are attached as Exhibit 99.3 and
Exhibit 99.4 to
this annual report on Form 40-F (the “Audited Financial Statements”) and
incorporated by reference herein.
 
 CURRENCY
 
 Unless
otherwise indicated, all dollar amounts in this annual report on Form 40-F are
in United States dollars. The exchange rate of Canadian dollars into United
States dollars, on March 19, 2010, the last date for which this information was
published, the noon buying rate in New York City for cable transfers in Canadian
dollars as certified for customs purposes by the Federal Reserve Bank of New
York was CDN$1.00=US$0.9849.
 
 RESOURCE AND RESERVE
ESTIMATES
 
 The
Company has prepared the AIF for the fiscal year ended December 31, 2009
attached as Exhibit 99.1 to
this annual report on Form 40-F and incorporated by reference herein in
accordance with the requirements of Canadian securities laws, which differ from
the requirements of U.S. securities laws. 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 estimates contained in or incorporated by
reference in this Form 40-F have been prepared in accordance with NI 43-101 and
the Canadian Institute of Mining Metallurgy and Petroleum Classification System.
These standards differ significantly from the requirements of the SEC, including
Industry Guide 7 under the US Securities Act of 1933. Resource information
contained herein and incorporated by reference herein may not be comparable to
similar information disclosed by U.S. companies.
 
 Without
limiting the foregoing, this Form 40-F, including the documents incorporated by
reference herein, uses the terms “measured”, “indicated” and “inferred”
resources. U.S. investors are cautioned that, while such terms are recognized
and required by Canadian securities laws, the SEC does not recognize them. 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.
U.S. investors are cautioned not to assume that all or any part of measured or
indicated resources will ever be converted into reserves.
  3
  U.S.
investors should also understand that “inferred resources” have a great amount
of uncertainty as to their existence and great uncertainty as to their economic
and legal feasibility. It cannot be assumed that all or any part of the
“inferred resources” exist, are economically or legally mineable or will ever be
upgraded to a higher category. Therefore, U.S. investors are also cautioned not
to assume that all or any part of the inferred resources exist, or that they can
be mined legally or economically. Disclosure of “contained ounces” in a mineral
resource is permitted disclosure under Canadian regulations; however, the SEC
normally only permits issuers to report “resources” as in place tonnage and
grade without reference to unit measures. Accordingly, information concerning
descriptions of mineralization and resources contained in the AIF, or in the
documents incorporated by reference to this Form 40-F and the AIF, may not be
comparable to information made public by U.S. companies subject to the reporting
and disclosure requirements of the SEC.
 
 ANNUAL INFORMATION
FORM
 
 The AIF
is attached as Exhibit 99.1 to
this annual report on Form 40-F and incorporated by reference
herein.
 
 AUDITED
ANNUAL FINANCIAL STATEMENTS
 
 The
Company's audited financial statements, including the Report of Independent
Registered Public Accounting Firm with respect thereto, are attached as Exhibit 99.3 to
this annual report on Form 40-F and incorporated by reference herein, are stated
in Canadian Dollars (CDN$) and are prepared in accordance with Canadian
Generally Accepted Accounting Principles (GAAP), the application of which, in
the case of the Company, conforms in all material respects for the periods
presented with United States GAAP, except as disclosed in the audited related
supplemental note entitled: Reconciliation with United States Generally Accepted
Accounting Principles- Item 18, attached hereto as Exhibit
99.4.
 
 MANAGEMENT’S
DISCUSSION AND ANALYSIS
 
 The
Company’s management’s discussion and analysis of financial condition and
results of operations for the year ended December 31, 2009 (the “MD&A”)
is attached as Exhibit 99.2 to
this annual report on Form 40-F and incorporated by reference
herein.
 
 TAX
MATTERS
 
 Purchasing,
holding or disposing of securities of the Company may have tax consequences
under the laws of the United States and Canada that are not described in this
annual report on Form 40-F.
 
 DISCLOSURE CONTROLS AND
PROCEDURES
 
 At the
end of the period covered by this annual report on Form 40-F, an evaluation was
carried out under the supervision of and with the participation of the Company’s
management, including the Chief Executive Officer (“CEO”) and the Chief
Financial Officer (“CFO”), of the effectiveness of the design and operations of
the Company’s disclosure controls and procedures (as defined in
Rule 13a–15(e) and Rule 15d–15(e) under the Exchange Act). Based on
that evaluation, the CEO and the CFO have concluded that as of the end of the
period covered by this annual report on Form 40-F, the Company’s disclosure
controls and procedures were adequately designed and effective in ensuring that:
(i) information required to be disclosed by the Company in reports that it
files or submits to the SEC under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in applicable rules
and forms and (ii) material information required to be disclosed in the
Company’s reports filed under the Exchange Act is accumulated and communicated
to the Company’s management, including the CEO and the CFO, as appropriate, to
allow for accurate and timely decisions regarding required
disclosure.
  4
  MANAGEMENT’S ANNUAL REPORT ON
INTERNAL CONTROL OVER FINANCIAL REPORTING
 
 Management’s Responsibility,
Evaluation and Report
 The
Company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act. The Company’s internal control over financial
reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation and fair presentation of
financial statements for external purposes in accordance with generally accepted
accounting principles.  Because of its inherent limitations, internal
control over financial reporting  may not prevent or detect
misstatements.  Projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
 
 Management
conducted an evaluation of the Company’s internal control over financial
reporting as of December 31, 2009, based on the criteria set forth in Internal Control – Integrated
Frameworkissued by the Committee of Sponsoring Organizations of the
Treadway Commission. This evaluation included review of the documentation of
controls, evaluation of the design effectiveness of controls, testing of the
operating effectiveness of controls and a conclusion on this evaluation. Based
on this evaluation, management concluded in its report that the Company’s
internal control over financial reporting was effective and no material
weaknesses were discovered as of December 31, 2009.
 
 ATTESTATION
REPORT OF THE
 INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
 
 The
Company’s Independent Registered Public Accounting Firm have issued an
attestation report on the Company’s internal control over financial reporting as
of December 31, 2009 included with the Audited Financial Statements which
are attached as Exhibit 99.3 to
this annual report on Form 40-F and incorporated by reference
herein.
 
 CHANGES IN INTERNAL CONTROLS OVER
FINANCIAL REPORTING
 
 During
the period covered by this annual report on Form 40-F, no changes occurred in
the Company’s internal control over financial reporting that have materially
affected, or are reasonably likely to materially affect, the Company’s internal
control over financial reporting.
 
 The
Company’s management, including its CEO and CFO, does not expect that its
disclosure controls and procedures or internal controls and procedures will
prevent all error and all fraud. A control system, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs.
 
 Because
of the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud,
if any, within the Company have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the control. The design of any
system of controls is also based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions;
over time, controls may become inadequate because of changes in conditions, or
the degree of compliance with the policies or procedures may deteriorate.
Because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be detected.
 
 CORPORATE
GOVERNANCE
 
 The
Company is subject to a variety of corporate governance guidelines and
requirements of the Toronto Stock Exchange, the NYSE Amex LLC (the “Amex”), the
Canadian Securities Administrators and the SEC.  The Company believes that
it meets or exceeds the applicable corporate governance requirements. 
Although the Company is listed on the Amex, the Company is not required to
comply with all of that exchange's corporate governance rules which are
applicable to U. S. companies.  The significant ways in which the Amex
governance rules differ for the Company, as a foreign company, are a reduced
quorum requirement for shareholder meetings, shareholder approval
for issuance of common shares that could result in a 20% increase in the
number of outstanding common shares, and shareholder approval for
amendments to option plans.
  5
  The
Company’s Board of Directors (“Board”) has the following three separately
designated and standing committees:
  •
              
              Audit
      Committee;•
              
              Compensation
      Committee; and•
              
              Corporate
      Governance and Nominating
Committee.
  All of
these committees are independent of management and report directly to the Board.
The Board, with the assistance of its Corporate Governance and Nominating
Committee, has determined that all the members of these committees are
independent, as that term is defined by the NYSE’s corporate governance listing
standards applicable to the Company. The members of each committee of the Board
are identified under the heading “Directors and Officers” on pages 49 and
50 of the AIF attached as Exhibit 99.1 to
this annual report on Form 40-F and incorporated by reference
herein.
 
 The
Company reviews its governance practices and monitors developments in Canada and
the United States on an ongoing basis to ensure it is in compliance with
applicable rules and standards. The Board is committed to sound corporate
governance practices which are both in the interest of its shareholders and
contribute to effective and efficient decision making.
 
 The
charter for the Company’s Audit Committee is included in the AIF and is
available for review on the Company’s website at http://www.seabridgegold.net/governance.phpand in print to any shareholder that provides the Company with a written
request.  Requests for copies of these documents should be made to the
Secretary of the Company at 106 Front Street East, Suite 400, Toronto, Ontario,
Canada M5A 1E1, Telephone (416) 367-9292.
 
 Corporate
Governance and Nominating Committee
 
 The
Corporate Governance and Nominating Committee is presently composed of all four
“un-related” and outside directors.  This Committee has prepared and
obtained approval by the Board of written policies on Fair Disclosure, Insider
Trading and Conflict of Interest.  Reporting to the full Board, this
Committee is mandated to:
 
 1.
              Prepare
      and recommend to the Board on an annual basis, proposed goals for the
      Company and its CEO and a mandate for the
CEO;
 2.
              Ensure
      that the Board is adequately informed of developments and issues within
      the Company such that it is able to fulfill its duties and
      responsibilities;
 3.
              Ensure
      that the Board reviews and approves all major corporate decisions which
      could reasonably be expected to affect shareholder
  value;
 4.
              Assess
      the effectiveness of the Board as a whole, of each of the directors and of
      each committee of directors and consider the impact that the number of
      directors has on effectiveness of the
Board.
 5.
              Conduct
      an annual discussion among non-management directors on the role and
      effectiveness of independent
directors;
 6.
              Ensure
      that each Board committee has a clear, written mandate and is performing
      diligently the tasks necessary to limit board
  liability;
 7.
              Oversee
      the administration of the Company’s Fair Disclosure Policy and Insider
      Trading Policy;
 8.
              Oversee
      an annual review of each director’s business interests in accordance with
      the Company’s Conflict of Interest Policy to ascertain which conflicts
      might exist with respect to the interests of the Company and how such
      conflicts, if any, are to be managed so as to ensure the independence of
      directors and to protect the interests of the Company and its
      shareholders;
 9.
              Review
      disclosure of corporate governance matters to ensure that shareholders are
      adequately informed of the Board’s procedures for governance on their
      behalf.
  6
  Compensation
Committee
 
 The
Compensation Committee is presently composed of three directors, all of whom are
outside and unrelated directors.  Reporting to the full Board, this
Committee is mandated to:
 
 1.
              On
      an annual basis, review the total compensation of the President and Vice
      President(s) against their performance, mandates and goals and make
      recommendations on their compensation to the
  Board;
 2.
              Review,
      approve and recommend to the Board for confirmation all grants of options
      to all directors and employees; ensure the proper administration of the
      Company’s options program in conformity with the Company’s Option
      Plan;
 3.
              Review
      on an annual basis the Company’s overall hiring and compensation practices
      with reference to industry norms.
 
 None of
the members of the Compensation Committee has any indebtedness to the Company or
any of its subsidiaries nor have they any material interest, or have any
associates or affiliates which have any material interest, direct or indirect,
in any actual or proposed transaction in the last fiscal year which has
materially affected or would materially affect the Company or any of its
subsidiaries.
 
 The
compensation of the Company's executive officers is determined by the Board upon
recommendations made by the Compensation Committee.  This Committee
met twice during the last fiscal year.  The Company's executive
compensation program consists of an annual base salary or consulting fee and a
longer-term component consisting of stock options, however, the Committee may
also recommend a bonus for management or its directors which is reviewed
annually.
 
 AUDIT COMMITTEE
 
 The Board
has a separately designated standing Audit Committee established in accordance
with Section 3(a)(58)(A) of the Exchange Act. The members of the Company’s
Audit Committee are identified under the heading “Audit Committee Information”
on pages 50 and 51 of the AIF which is attached as Exhibit 99.1 to
this annual report on Form 40-F and incorporated by reference herein. In the
opinion of the Board, all members of the Audit Committee are financially
literate and independent, as such terms are defined by the NYSE’s corporate
governance listing standards applicable to the Company and as determined under
Rule 10A-3 of the Exchange Act.
 
 Audit Committee Financial
Experts
 The Board
has determined that Mr. Thomas Dawson, Chairman of the Audit Committee, has the
necessary qualifications to be designated as an “audit committee financial
expert” within the meaning of applicable SEC Rules and is an “independent
director”, as defined pursuant to Item 407(d)(5) of SEC Regulation
S-K.  Mr. Dawson has been a Chartered Accountant since 1961. In 1999,
he retired as a senior audit and accounting partner from Deloitte & Touche
LLP, Chartered Accountants. He received his B.Comm. from Loyola College (now
Concordia University), Canada, in 1959. Mr. Dawson is also a director of the
following Canadian public companies:  WaterFurnace Renewable Energy;
Energy Split Corp.; Energy Split II Corp. and Anvil Mining
Limited.  The SEC has indicated that the designation of an audit
committee financial expert does not make that person an “expert” for any
purpose, impose any duties, obligations, or liability on that person that are
greater than those opposed on members of the audit committee and board of
directors who do not carry this designation, or affect the duties, obligations,
or liabilities of any other member of the audit committee.
 
 Audit Committee
Charter
 The
Company’s Audit Committee Charter is available on the Company’s website at http://www.seabridgegold.net/governance.php,
in print to any shareholder who provides the Company with a written request, and
is Schedule A to the AIF, which is attached as Exhibit 99.1 to
this annual report on Form 40-F and incorporated by reference
herein.
 
 PRINCIPAL ACCOUNTING FEES AND
SERVICES – INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 KPMG LLP
acted as the Company’s Independent Registered Public Accounting Firm for the
fiscal year ended December 31, 2009. For a description of the total amount
billed to the Company by KPMG LLP for services performed in the last two fiscal
years by category of service (audit fees, audit-related fees, tax fees and all
other fees), see “Audit Committee Information - External Auditor Service Fees
(by Category)” on page 51 of the AIF, which is attached as Exhibit 99.1 to
this Form 40-F and incorporated by reference herein.
  7
  PRE-APPROVAL
OF NON-AUDIT SERVICES PROVIDED BY
 INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
 
 For a
description of the Company’s pre-approval policies and procedures related to the
provision of non-audit services, see “Audit Committee- Pre-Approval of Audit and
Non-Audit Services Provided by Independent Auditors” on page 51 of the AIF,
which is attached as Exhibit 99.1 to this
annual report on Form 40-F and incorporated by reference herein.
 
 OFF-BALANCE
SHEET ARRANGEMENTS
 
 The
Company does not have any off-balance sheet financing arrangements or
relationships with unconsolidated special purpose entities.
 
 CODE
OF BUSINESS ETHICS
 
 The
Company has adopted a Code of Business Ethics (the “Code”) covering its
executive officers and directors.  The Code is available on the
Company’s website at http://www.seabridgegold.net/ManCorpPract-RevMarch2009.pdf  and
from the Company’s office listed below.
 
 All
amendments and all waivers of the Code to the officers covered by it, will be
posted on the Company’s website, furnished to the SEC as required, and provided
to any shareholder who requests them.  During the most recently
completed fiscal year, the Company has not granted any waiver including an
explicit waiver, from a provision of the Code of Business Ethics to any
executive officer or director.
 
 CONTRACTUAL
OBLIGATIONS
 
 For a
description of the contractual obligations of the Company, see “Contractual
Obligations” on page 4 of the MD&A, which is attached as Exhibit 99.2 to
this annual report on Form 40-F and incorporated by reference
herein.
 
 NOTICES PURSUANT TO REGULATION
BTR
 
 There
were no notices required by Rule 104 of Regulation BTR that the
Company sent during the year ended December 31, 2009 concerning any equity
security subject to a blackout period under Rule 101 of
Regulation BTR.
 
 ADDITIONAL
INFORMATION
 
 Additional
information relating to the Company, including the Audited Financial Statements,
the MD&A and the AIF can be found on SEDAR at www.sedar.com, on the SEC
website at www.sec.gov, or on the Company’s website at www.seabridgegold.net.  Shareholders
may also contact the Secretary of the Company by phone at (416) 367-9292 or by
e-mail at info@seabridgegold.net
to request copies of these documents and this annual report on Form
40-F.
 
 CONTACTING THE
BOARD
 
 Company
shareholders, employees and other interested parties may communicate directly
with the Board by:
 
 •
              
              writing
      to:
              
              Rudi
      Fronk
                President
      and CEO.
                106
      Front Street, East, 4th
      Floor
                Toronto,
      Ontario, Canada M5A 1E1•
              
              calling:
              
              (416)
      367-9292•
              
              emailing:
              
              rudi@seabridgegold.net
  8
  UNDERTAKING
 
 The
Company undertakes to make available, in person or by telephone, representatives
to respond to inquiries made by the SEC staff, and to furnish promptly, when
requested to do so by the SEC staff, information relating to: the securities
registered pursuant to Form 40-F; the securities in relation to which the
obligation to file an annual report on Form 40-F arises; or transactions in said
securities.
 
 CONSENT TO SERVICE OF
PROCESS
 
 The
Company has previously filed with the SEC a written consent to service of
process and power of attorney on Form F-X. Any change to the name or address of
the Company’s agent for service shall be communicated promptly to the SEC by
amendment to the Form F-X referencing the file number of the
Company.
  9
  EXHIBITS
 
 99.1
              
              Annual
      Information Form of the Company for the year ended December 31,
      200999.2
              
              Management’s
      Discussion and Analysis of Financial Condition and Results of Operations
      for the year ended December 31, 200999.3
              
              Audited
      Consolidated Financial Statements of the Company for the year ended
      December 31, 200999.4
              
              Reconciliation
      with United States Generally Accepted Accounting Principles- Item
      1899.5
              
              Certifications
      of Chief Executive Officer and Chief Financial Officer pursuant to
      Rule 13(a)-14(a) or 15(d)-14 of the Securities Exchange Act of
      193499.6
              
              Certifications
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 200299.7
              
              Consent
      of KPMG LLP, Independent Registered Public Accounting
  Firm99.8
              
              Consent
      of EBA Engineering Consultants Ltd. and Eric Fier.99.9
              
              Consent
      of Resource Modeling Inc. and Michael Lechner.99.10
              
              Consent
      of Wardrop, A Tetra Tech Company, Frank Grills, John Huang and Ken
      Deter.99.11
              
              Consent
      of Moose Mountain Technical Services and Jim Gray.99.12
              
              Consent
      of W.N. Brazier Associates Inc. and W.N. Brazier.99.13
              
              Consent
      of Rescan Environmental Services Ltd. and Greg
McKillop.99.14
              
              Consent
      of Bosche Ventures Ltd. and Harold Bosche.99.15
              
              Consent
      of Klohn Crippen Berger Ltd. and Graham Parkinson.99.16
              
              Consent
      of McElhanney Consulting Services Ltd. and Robert
  Parolin.99.17
              
              Consent
      of BGC Engineering Inc. and Warren Newcomen.99.18
              
              Consent
      of TJS Mining-Met Services Inc. and T.J. Smolik.99.19
              
              Consent
      of Snowden Mining Consultants Inc.
  10
  SIGNATURES
 
 Pursuant
to the requirements of the Exchange Act, the Company certifies that it meets all
of the requirements for filing on Form 40-F and has duly caused this annual
report to be signed on its behalf by the undersigned, thereto duly
authorized.
  Seabridge
      Gold Inc.By:
                /s/ RUDI FRONKName:
      Rudi Fronk
                  Title:
      President and Chief Executive OfficerDate
      March 26, 2010
 
  11
  EXHIBITS
 
 99.1
              
              Annual
      Information Form of the Company for the year ended December 31,
      200999.2
              
              Management’s
      Discussion and Analysis of Financial Condition and Results of Operations
      for the year ended December 31, 200999.3
              
              Audited
      Consolidated Financial Statements of the Company for the year ended
      December 31, 200999.4
              
              Reconciliation
      with United States Generally Accepted Accounting Principles- Item
      1899.5
              
              Certifications
      of Chief Executive Officer and Chief Financial Officer pursuant to
      Rule 13(a)-14(a) or 15(d)-14 of the Securities Exchange Act of
      193499.6
              
              Certifications
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 200299.7
              
              Consent
      of KPMG LLP, Independent Registered Public Accounting
  Firm99.8
              
              Consent
      of EBA Engineering Consultants Ltd. and Eric Fier.99.9
              
              Consent
      of Resource Modeling Inc. and Michael Lechner.99.10
              
              Consent
      of Wardrop, A Tetra Tech Company, Frank Grills, John Huang and Ken
      Deter.99.11
              
              Consent
      of Moose Mountain Technical Services and Jim Gray.99.12
              
              Consent
      of W.N. Brazier Associates Inc. and W.N. Brazier.99.13
              
              Consent
      of Rescan Environmental Services Ltd. and Greg
McKillop.99.14
              
              Consent
      of Bosche Ventures Ltd. and Harold Bosche.99.15
              
              Consent
      of Klohn Crippen Berger Ltd. and Graham Parkinson.99.16
              
              Consent
      of McElhanney Consulting Services Ltd. and Robert
  Parolin.99.17
              
              Consent
      of BGC Engineering Inc. and Warren Newcomen.99.18
              
              Consent
      of TJS Mining-Met Services Inc. and T.J. Smolik.99.19
              
              Consent
      of Snowden Mining Consultants Inc.