UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 20-F

__  REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
    EXCHANGE ACT OF 1934
                                       OR
XX  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
--    ACT OF 1934 for the fiscal year ended December 31, 2004
                                            -----------------

                                       OR

__  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
    For the transition period from __________ to _______________

                         Commission file number: 0-50657

                               Seabridge Gold Inc.
                               -------------------
             (Exact name of Registrant as specified in its charter)

                                     Canada
                                     ------
                 (Jurisdiction of incorporation or organization)

        172 King Street East, 3rd Floor, Toronto, Ontario CANADA M5A 1J3
        ----------------------------------------------------------------
                    (Address of principal executive offices)

 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 Stock, no par value                        American Stock Exchange
 --------------------------                        -----------------------
 Common Stock, no par value                          TSX Venture Exchange
 --------------------------                          --------------------


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

                                       N/A
                                       ---
                                (Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act. None
            ----

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:           29,714,785

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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.     xx Yes        No
                                       --         --

Indicate by check mark which financial statement item the registrant has elected
to follow.        xx Item 17       Item 18
                  --            --


<PAGE>


                               SEABRIDGE GOLD INC.
                             Form 20-F Annual Report
                                Table of Contents

                                   PART 1                                   PAGE

Item 1.    Identity of Directors, Senior Management and Advisers              7
Item 2.    Offer Statistics and Expected Timetable                            8
Item 3.    Key Information                                                    8
Item 4     Information on the Company                                        16
Item 5.    Operating and Financial Review and Prospects                      47
Item 6.    Directors, Senior Management and Employees                        51
Item 7.    Major Shareholders and Related Party Transactions                 60
Item 8.    Financial Information                                             60
Item 9.    The Offer and Listing                                             60
Item 10.   Additional Information                                            62
Item 11.   Quantitative and Qualitative Disclosures about Market Risk        70
Item 12.   Description of Securities Other than Equity Securities            70

                                     PART II

Item 13.   Default, Dividend Arrearages and Delinquencies                    70
Item 14.   Material Modifications to the Rights of Securities Holders
                and the Use of Proceeds                                      70
Item 15.   Controls and Procedures                                           71
Item 16A.  Audit Committee Financial Expert                                  71
Item 16B.  Code of Ethics                                                    71
Item 16C.  Principal Accounting Fees and Services                            71
Item 16D.  Exemptions from the Listing Standards for Audit Committees        71
Item 16E.  Purchase of Equity Securities by the Issuer and Affiliated        71
                Purchasers

                                    PART III

Item 17.   Financial Statements                                              72
Item 18.   Financial Statements                                              72
Item 19.   Exhibits                                                          72


                                       2
<PAGE>


METRIC EQUIVALENTS

For ease of reference, the following factors for converting metric measurements
into imperial equivalents are provided:

<TABLE>
<CAPTION>
TO CONVERT FROM METRIC          TO IMPERIAL                      MULTIPLY BY

<S>                             <C>                              <C>
Hectares                        Acres                            2.471
Meters                          Feet (ft.)                       3.281
Kilometers (km)                 Miles                            0.621
Tonnes                          Tons (2000 pounds)               1.102
Grams/tonne                     Ounces (troy/ton)                0.029
</TABLE>


                                GLOSSARY OF TERMS

S.E.C INDUSTRY GUIDE

RESERVE: That part of a mineral deposit which could be economically legally
extracted or produced at the time of the reserve determination.  The United
States Securities and Exchange Commission requires a final or full
Feasibility Study to support either Proven or Probable Reserves and does not
recognize other classifications of mineralized deposits.

PROVEN RESERVES: Reserves for which a quantity computed from dimensions revealed
in outcrops, trenches, workings or drill holes; grade and/or quality are
computed from the results of detailed sampling and measurement are spaced so
closely and the geologic character is so well defined that size, shape, depth,
and mineral content of reserves are well established.

PROBABLE RESERVES: For which quantity and grade and/or quality are computed from
information similar to that used for proven reserves, but the sites for
inspection, sampling and measurement are farther apart or are otherwise less
adequately spaced. The degree of assurance, although lower than that for proven
reserves, is high enough to assume continuity between points of observation.

NATIONAL INSTRUMENT 43-101

MINERAL RESERVE: The economically mineable part of a Measured or Indicated
Mineral Resource demonstrated by at least a Preliminary Feasibility study. This
study must include adequate information on mining, processing, metallurgical,
economic and other relevant factors that demonstrate, at the time of reporting,
that economic extraction can be justified.

PROVEN MINERAL RESERVE: The economically mineable part of a Measured Mineral
Resource demonstrated by at least a Preliminary Feasibility study. This study
must include adequate information on mining, processing, metallurgical, economic
and other relevant factors that demonstrate, at the time of reporting, that
economic extraction is justified.

PROBABLE MINERAL RESERVE: The economically mineable part of an indicated, and in
some circumstances, a Measured Mineral Resource, demonstrated by at least a
Preliminary Feasibility Study. This study must include adequate information on
mining, processing, metallurgical, economic and other relevant factors that
demonstrate, at the time of reporting, that economic extraction can be
justified.

ADULARIA - A colorless, moderate- to low-temperature variety of orthoclase
feldspar typically with relatively high barium content.

ANDESITE - A dark-colored, fine-grained extrusive rock that, when porphyritic,
contains phenocrysts composed primarily of zoned sodic plagioclase and one or
more of the mafic minerals.

ARGULITE - A variety of asphaltic sandstone


                                       3
<PAGE>


ARKOSE - A feldspar-rich sandstone, typically coarse-grained and pink or
reddish, that is composed of angular to subangular grains that may be either
poorly or moderately well sorted; usually derived from the rapid disintegration
of granite or granitic rocks, and often closely resembles granite.

BASALT - A general term for dark-colored mafic igneous rocks, commonly extrusive
but locally intrusive

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

CALDERA - A large, basin-shaped volcanic depression, more or less circular, the
diameter of which is many times greater than that of the included vent or vents.

CARBONATE - A sediment formed by the organic or inorganic precipitation from
aqueous solution of carbonates of calcium, magnesium, or iron; e.g., limestone
and dolomite

CUT-OFF GRADE - the lowest grade of mineralized material that qualifies as
reserve in a deposit. It is also used to estimate mineral reserves by including
in the estimates only those assays above the cut-off grade.

CUT VALUE - Applies to assays that have been reduced to a statistically
determined maximum to prevent erratic high values from inflating the average.

DIAMOND DRILLING - a type of rotary drilling in which diamond bits are used as
the rock-cutting tool to produce a recoverable drill core sample of rock for
observation and analysis.

DIORITE - An intrusive igneous rock.

DRIFT - A horizontal underground opening that follows along the length of a vein
or rock formation.

ENVIRONMENTAL BASELINE STUDY - a geotechnical study that monitors and
establishes the numerous naturally occurring base levels present within a
specific area/environment. These can include; water chemistry, flora and fauna.

EPITHERMAL - low temperature hydrothermal process or product.

FAULT - a fracture or break in rock along which there has been movement.

FEASIBILITY STUDY - is a definitive study of the viability of a mineral project
by a qualified professional which defines: (1) mining methods, pit
configuration, mine scheduling, mine equipment and all related costing, (2)
method of mineral processing and all related plant, equipment and costing, (3)
necessary determination of all infrastructure required and relevant costs and
(4) all requirements of government and markets for mine operation. A definitive
financial analysis of the mineral project taking into consideration all relevant
factors, which will establish the presence of a Mineral Reserve and the details
of its economic viability.

GEOCHEMISTRY - The study of the chemical properties of rocks.

GEOPHYSICAL SURVEY - A scientific method of prospecting that measures the
physical properties of rock formations. Common properties investigated include
magnetism, specific gravity, electrical conductivity and radioactivity.

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.

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

INDICATED RESOURCE - in reference to minerals means quantity and grade and (or)
quality are computed from information similar to that used for resources, but
the sites for inspection, sampling, and measurement are farther apart or are
otherwise less adequately spaced. The degree of assurance, although lower than
that for resources, is high enough to assume continuity between points of
observation.


                                       4
<PAGE>


INFERRED RESOURCE - in reference to minerals, means estimates are based on an
assumed continuity beyond measured and (or) indicated resources, for which there
is geological evidence. Inferred resources may or may not be supported by
samples or measurements.

INTRUSION; INTRUSIVE - molten rock that is intruded (injected) into spaces that
are created by a combination of melting and displacement.

KRIGING - In the estimation of ore reserves by geostatistical methods, the use
of a weighted, moving-average approach both to account for the estimated values
of spatially distributed variables, and also to assess the probable error
associated with the estimates.

LODE - A mineral deposit consisting of a zone of veins, veinlets,
disseminations, or planar breccias; a mineral deposit in consolidated rock as
opposed to a placer deposit.

MEASURED RESOURCES - in reference to minerals, means a quantity is computed from
dimensions revealed in outcrops, trenches, workings, or drill holes; grade and
(or) quality are computed from the results of detailed sampling. The sites for
inspection, sampling, and measurement are spaced so closely and the geological
character is so well defined that size, shape, depth and mineral content of the
resource are well established.

MONZONITE - A granular plutonic rock containing approx. equal amounts of
orthoclase and plagioclase, and thus intermediate between syenite and diorite.
Quartz is minor or absent.

NET SMELTER RETURN ROYALTY/ NSR - 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.

PATENTED - A claim to which a patent has been secured from the U.S. Government,
in compliance with the laws relating to such claims.

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.

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

PREFEASABILITY STUDY - is a comprehensive study of the viability of a mineral
project that has advanced to a stage where the mining method, in the case of
underground mining, or the pit configuration, in the case of an open pit, has
been established, and where an effective method of mineral processing had been
determined. This Study must include a financial analysis based on reasonable
assumptions of technical engineering, operating, and economic 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.

PYRITE - an iron sulphide mineral (FeS2), the most common naturally occurring
sulphide mineral.

QUARTZ - crystalline silica; often forming veins in fractures and faults within
older rocks.

QUARTZ MONZONITE - a coarse grained, quartz rich igneous rock usually occurring
as a smaller rock mass associated with major granitic bodies.

RAISE - A vertical or inclined underground working that has been excavated from
the bottom upward.

RECLAMATION - Restoration of mined land to original contour, use, or condition.

RESOURCE - Under the Canadian Institute of Mining ("CIM") standards, Mineral
Resource is a concentration or occurrence of natural, solid, inorganic or
fossilized organic material in or on the earth's crust in such form and quantity
and of such a grade or quality that it has reasonable prospects for economic
extraction. The location, quantity, grade, geological characteristics and
continuity of a Mineral Resource are known, estimated or interpreted from
specific geological evidence and knowledge.

A mineral resource estimate is based on information on the geology of the
deposit and the continuity of mineralization. Assumptions concerning economic
and operating parameters, including cut-off grades and economic mining widths,
based on factors typical for the type of deposit, may be used if these factors
have not been specifically established for the deposit at the time of the
mineral resource estimate. A mineral resource is categorized on the basis of the
degree of confidence in the estimate of quantity and grade or quality of the
deposit, as follows:


                                       5
<PAGE>


MEASURED MINERAL RESOURCE: Under CIM standards, a Measured Mineral Resource is
that part of a Mineral Resource for which quantity, grade or quality, densities,
shape, physical characteristics are so well established that they can be
estimated with confidence sufficient to allow the appropriate application of
technical and economic parameters, to support production planning and evaluation
of the economic viability of the deposit. The estimate is based on detailed and
reliable exploration, sampling and testing information gathered through
appropriate techniques from locations such as outcrops, trenches, pits, workings
and drill holes that are spaced closely enough to confirm both geological and
grade continuity.

INDICATED MINERAL RESOURCE: Under CIM standards, an Indicated Mineral Resource
is that part of a Mineral Resource for which quantity, grade or quality,
densities, shape and physical characteristics can be estimated with a level of
confidence sufficient to allow the appropriate application of technical and
economic parameters, to support mine planning and evaluation of the economic
viability of the deposit. The estimate is based on detailed and reliable
exploration and testing information gathered through appropriate techniques from
locations such as outcrops, trenches, pits, workings and drill holes that are
spaced closely enough for geological and grade continuity to be reasonably
assumed.

INFERRED MINERAL RESOURCE: Under CIM standards, an Inferred Mineral Resource is
that part of a Mineral Resource for which quantity and grade or quality can be
estimated on the basis of geological evidence and limited sampling and
reasonably assumed, but not verified, geological and grade continuity. The
estimate is based on limited information and sampling gathered through
appropriate techniques from such as outcrops, trenches, pits, workings and drill
holes.

RHYOLITE - A group of extrusive igneous rocks, typically porphyritic and
commonly exhibiting flow texture, with phenocrysts of quartz and alkali feldspar
in a glassy to cryptocrystalline groundmass; also, any rock in that group; the
extrusive equivalent of granite.

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 secretion
by organisms, and that forms in layers on 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.

SILIFICATION - the in situ alteration of a rock, which involves an increase in
the proportion of silica minerals.

TRENCHING - the process of exploration by which till is removed from a trench
cut from the earth's surface.

TUFF - A general term for all consolidated pyroclastic rocks.

UNPATENTED CLAIM - Mining claim to which a deed from the U.S. Government has not
been received. A claim is subject to annual assessment work, to maintain
ownership.

VEIN - a thin, sheet-like, crosscutting body of hydrothermal mineralization,
principally quartz.

VOLCANICS - those originally molten rocks, generally fine grained, that have
reached or nearly reached the Earth's surface before solidifying.


                                       6
<PAGE>


                                     PART I

ITEM 1.   IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

A.  DIRECTORS AND SENIOR MANAGEMENT


                                   Table No. 1
                      Company Directors and Senior Officers
                              As of March 15, 2005


Name                Position                    Business Address
----                --------                    ----------------

James Anthony       Chairman and Director       172 King Street East, 3rd Floor,
                                                Toronto, Ontario M5A 1J3
                                                Canada

Rudi Fronk          President and Director      172 King Street East, 3rd Floor,
                                                Toronto, Ontario M5A 1J3
                                                Canada

Frederick Banfield  Director                    3544 E. Fort Lowell,
                                                Tucson, Arizona 85716

William Calhoun     Director                    P.O. Box 90
                                                Silverton, Idaho 83867

Vahid Fathi         Director                    3131 White Eagle Drive,
                                                Naperville, Illinois 60564

Henry Fenig         Director                    Suite 250, BCE Place,
                                                181 Bay Street,
                                                Toronto, Ontario M5J 2T3
                                                Canada

Louis J. Fox        Director                    3200 North Ocean Blvd, #2410
                                                Fort Lauderdale, Florida 33308

William Threlkeld   Senior Vice President       172 King Street East, 3rd Floor,
                                                Toronto, Ontario M5A 1J3
                                                Canada
Roderick Chisholm   Chief Financial Officer     172 King Street East, 3rd Floor,
                    and Corporate Secretary     Toronto, Ontario M5A 1J3
                                                Canada

B.  ADVISERS

Not Applicable


                                       7
<PAGE>


C.  AUDITORS

The Company's auditor is KPMG LLP, Chartered Accountants, of Suite 3300 Commerce
Court West, Toronto, Ontario, Canada. KPMG was initially appointed on June 4,
2002 for the fiscal year ending December 31, 2002.

ITEM 2.  OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable


ITEM 3.   KEY INFORMATION

As used within this Annual Report, the terms "Seabridge", "the Company",
"Issuer" and "Registrant" refer collectively to Seabridge Gold Inc, and
depending on the context, its predecessors, subsidiaries and affiliates.

All currency figures stated herein are in Canadian dollars, unless otherwise
noted.

A.  SELECTED FINANCIAL DATA

The selected financial data of the Company for the Years Ended December 31,
2004, December 31, 2003 and December 31, 2002 was derived from the financial
statements audited by KPMG LLP, Chartered Accountants, as indicated in its audit
report which is included elsewhere in this Annual Report. The selected financial
data for the years ended December 31, 2001 and December 31, 2000 was derived
from the audited financial statements of the Company which are not included in
this Report.

The selected financial data should be read in conjunction with the financial
statements and other financial information included elsewhere in the Annual
Report.

The Company has not declared any dividends on its common shares since
incorporation and does not anticipate that it will do so in the foreseeable
future. The present policy of the Company is to retain future earnings for use
in its operations and the expansion of its business.

Table No. 2 is derived from the financial statements of the Company, which have
been 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 US GAAP, except
as disclosed in a footnote to the financial statements.


                                       8
<PAGE>


<TABLE>
<CAPTION>
                                   Table No. 2
                             Selected Financial Data
                       ($'s in 000, except per share data)

                              Year      Year      Year      Year      Year
                              Ended     Ended    Ended      Ended     Ended
                            12/31/04  12/31/03  12/31/02  12/31/01  12/31/00

<S>                         <C>       <C>       <C>        <C>       <C>
Interest Income                 $83      $107       $85       $24       $18
Net Loss                     $1,226    $1,338    $1,630      $456      $338
Net Loss Per Share            $0.04     $0.05     $0.10     $0.04     $0.04
Dividends Per Share              $0        $0        $0        $0        $0
Weighted Average
 Shares (000)                28,876    26,191    16,212    12,600     8,800
Working Capital              $4,220    $1,886    $3,819    $2,582      $962
Mineral Properties          $20,999   $16,635    $9,018    $2,977      $902
Long-Term Debt                   $0        $0      $828    $2,009        $0
Shareholder's Equity        $25,703   $19,154   $12,052    $3,781    $1,869
Total Assets                $27,172   $22,869   $14,143    $6,977    $1,885
US GAAP Net Loss             $6,671    $5,255    $3,236    $1,697      $980
US GAAP Loss Per Share        $0.23     $0.20     $0.20     $0.13     $0.11
US GAAP Weighted Average
 Shares (000)                28,876    26,191    16,212    12,600     8,800
US GAAP Equity              $13,713   $12,132    $9,044    $2,379    $1,533
US GAAP Total Assets        $15,287   $15,756   $11,026    $5,575    $1,550
US GAAP Mineral Properties   $9,113    $9,522    $5,901    $1,576      $566
</TABLE>

In this Annual Report, unless otherwise specified, all dollar amounts are
expressed in Canadian Dollars (CDN$). The Government of Canada permits a
floating exchange rate to determine the value of the Canadian Dollar against the
U.S. Dollar (US$).

Table No. 3 sets forth the rate of exchange for the Canadian Dollar at the end
of the five most recent fiscal periods ended December 31st, the average rates
for the period, and the range of high and low rates for the period. Table No. 3
also sets forth the rate of exchange for the Canadian Dollar at the end of the
12 most recent fiscal quarters, and the range of high and low rates for these
periods.

For purposes of this table, the rate of exchange means the noon buying rate in
New York City for cable transfers in foreign currencies as certified for customs
purposes by the Federal Reserve Bank of New York. The table sets forth the
number of Canadian dollars required under that formula to buy one U.S. Dollar.
The average rate means the average of the exchange rates on the last day of each
month during the period.


<TABLE>
<CAPTION>
                                   Table No. 3
                            Canadian Dollar/US Dollar

                                 Average        High          Low        Close

<S>                                <C>         <C>          <C>          <C>
Year Ended 12/31/04                $1.30       $1.39        $1.18        $1.20
Year Ended 12/31/03                $1.39       $1.58        $1.29        $1.29
Year Ended 12/31/02                $1.57       $1.61        $1.51        $1.52
Year Ended 12/31/01                $1.55       $1.60        $1.49        $1.59
Year Ended 12/31/00                $1.48       $1.56        $1.44        $1.50

Three Months Ended 12/31/04        $1.22       $1.27        $1.18        $1.20
Three Months Ended 9/30/04         $1.31       $1.33        $1.26        $1.31
Three Months Ended 6/30/04         $1.36       $1.39        $1.31        $1.34
Three Months Ended 3/31/04         $1.32       $1.34        $1.27        $1.31

Three Months Ended 12/31/03        $1.30       $1.35        $1.29        $1.29
Three Months Ended 9/30/03         $1.38       $1.41        $1.34        $1.35
Three Months Ended 6/30/03         $1.39       $1.48        $1.33        $1.36
Three Months Ended 3/31/03         $1.50       $1.58        $1.47        $1.47

Three Months Ended 12/31/02        $1.57       $1.59        $1.55        $1.58
Three Months Ended 9/30/02         $1.58       $1.60        $1.51        $1.59
Three Months Ended 6/30/02         $1.54       $1.60        $1.51        $1.52
Three Months Ended 3/31/02         $1.60       $1.61        $1.58        $1.60
</TABLE>


                                       9
<PAGE>


B.  CAPITALIZATION AND INDEBTEDNESS

Not applicable

C.  REASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable

D.  RISK FACTORS

An investment in the Common Shares of the Company must be considered speculative
due to the nature of the Company's business and the present stage of exploration
of its non-producing mineral properties. In particular, the following risk
factors apply:

Risks Associated with Mineral Exploration
-----------------------------------------

THE COMPANY IS INVOLVED IN THE RESOURCE INDUSTRY WHICH IS HIGHLY SPECULATIVE AND
HAS CERTAIN INHERENT EXPLORATION RISKS WHICH COULD HAVE A NEGATIVE EFFECT ON THE
COMPANY'S OPERATIONS
Resource exploration is a speculative business, characterized by a number of
significant risks including, among other things, unprofitable efforts resulting
not only from the failure to discover mineral deposits but also from finding
mineral deposits which, though present, are insufficient in quantity and quality
to return a profit from production. The marketability of minerals acquired or
discovered by the Company may be affected by numerous factors which are beyond
the control of the Company and which cannot be accurately predicted, such as
market fluctuations, the proximity and capacity of milling facilities, mineral
markets and processing equipment, and such other factors as government
regulations, including regulations relating to royalties, allowable production,
importing and exporting of minerals, and environment protection, the combination
of which factors may result in the Company not receiving an adequate return on
investment capital.

THE COMPANY'S OPERATIONS CONTAIN SIGNIFICANT UNINSURED RISKS WHICH COULD
NEGATIVELY IMPACT PROFITABILITY AS THE COMPANY MAINTAINS NO INSURANCE AGAINST
ITS OPERATIONS
The Company's exploration of its mineral properties contain certain risks,
including unexpected or unusual operating conditions including rock bursts,
cave-ins, flooding, fire and earthquakes.

The Company currently maintains no insurance against its properties or
operations and may decide to not take out any such insurance in the future. If
such liabilities arise, they could reduce or eliminate the Company's assets and
shareholder equity as well as result in increased costs and a decline in the
value of the Company's securities.

THE COMPANY HAS NO KNOWN RESERVES AND NO ECONOMIC RESERVES MAY EXIST ON ITS
PROPERTIES WHICH WOULD HAVE A NEGATIVE EFFECT ON THE COMPANY'S OPERATIONS AND
VALUATION
Despite exploration work on its mineral claims, no known bodies of commercial
ore or economic deposits have been established on any of the Company's mineral
properties. In addition, the Company is at the exploration


                                       10
<PAGE>


stage on all of its properties and substantial additional work will be required
in order to determine if any economic deposits occur on the Company's
properties. Even in the event commercial quantities of minerals are discovered,
the exploration properties might not be brought into a state of commercial
production. Finding mineral deposits is dependent on a number of factors, not
the least of which is the technical skill of exploration personnel involved. The
commercial viability of a mineral deposit once discovered is also dependent on a
number of factors, some of which are particular attributes of the deposit, such
as size, grade and proximity to infrastructure, as well as metal prices. Most of
these factors are beyond the control of the entity conducting such mineral
exploration. The Company is an exploration stage company with no history of
pre-tax profit and no income from its operations. There can be no assurance that
the Company's operations will be profitable in the future.

THE COMPANY HAS NOT SURVEYED ANY OF ITS PROPERTIES AND THE COMPANY COULD LOSE
TITLE AND OWNERSHIP OF ITS PROPERTIES WHICH WOULD HAVE A NEGATIVE EFFECT ON THE
COMPANY'S OPERATIONS AND VALUATION
The Company has only done a preliminary legal survey of the boundaries of any of
these 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. The Company has not obtained formal title reports on any of
its properties and title may be in doubt. If title is disputed, the Company will
have to defend its ownership through the courts. In the event of an adverse
judgment, the Company would lose its property rights.

THE MINING INDUSTRY IS HIGHLY COMPETITIVE WHICH COULD RESTRICT THE COMPANY'S
GROWTH
The Company will be required to compete in the future directly with other
corporations that may have greater resources. Such corporations could outbid the
Company for potential projects or produce minerals at lower costs which would
have a negative effect on the Company's operations.

MINERAL OPERATIONS ARE SUBJECT TO MARKET FORCES OUTSIDE OF THE COMPANY'S CONTROL
WHICH COULD NEGATIVELY IMPACT THE COMPANY'S OPERATIONS The marketability of
minerals is affected by numerous factors beyond the control of the entity
involved in their mining and processing. These factors include market
fluctuations, government regulations relating to prices, taxes royalties,
allowable production, import, exports and supply and demand. One or more of
these risk elements could have an impact on costs of an operation and if
significant enough, reduce the profitability of the operation and threaten its
continuation.

THE COMPANY IS SUBJECT TO SUBSTANTIAL GOVERNMENT REGULATORY REQUIREMENTS WHICH
COULD CAUSE A RESTRICTION OR SUSPENSION OF THE COMPANY'S OPERATIONS
The Company's exploration operations are affected to varying degrees by
government regulations relating to resource operations, the acquisition of land,
pollution control and environmental protection, safety, production and
expropriation of property. Changes in these regulations or in their application
are beyond the control of the Company and may adversely affect its operations,
business and results of operations. Failure to comply with the conditions set
out in any permit or failure to comply with the applicable statutes and
regulations may result in orders to cease or curtail operations or to install
additional equipment. The Company may be required to compensate those suffering
loss or damage by reason of its operating or exploration activities. Operations
may be affected in varying degrees by government regulations with respect to
restrictions on production, price controls, export controls, foreign exchange
controls, income taxes, expropriation of property, environmental legislation and
mine safety.

Currently, the Company's Canadian properties are subject to the jurisdiction of
the federal laws of Canada, the provincial laws of British Columbia and the
Northwest Territories, as well as local laws where they are located. In
addition, the Company's U.S. properties are subject to U.S. Federal laws, the
state laws of Nevada and Oregon, as well as local laws where they are located.
Mineral exploration and mining may be affected in varying degrees by government
regulations relating to the mining industry. Any changes in regulations or


                                       11
<PAGE>


shifts in political conditions are beyond the control of the Company and may
adversely affect its business.

On the Federal and Provincial level, the Company 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.
Depending upon the type and extent of the exploration activities, the Company
may be required to post reclamation bonds and/or assurances that the affected
areas will be reclaimed. Currently, the Company has estimated $1,293,449 in
reclamation liabilities for its properties. $1,000,000 has been deposited for
the benefit of the Province of British Columbia until released or applied to
reclamation costs. If the reclamation requires funds in addition to those
already allocated, Seabridge could be forced to pay for the extra work and it
could have a significant negative effect upon the Company's financial position
and operations.

On the State and Provincial level, the government has jurisdiction over certain
properties and requires their own permitting and compliance with applicable
regulations. On the local level, regulations deal primarily with zoning, land
use and specific building permits, as well as taxation and the impact of the
Company's operations on the existing population and local services.

THE COMPANY IS SUBJECT TO SUBSTANTIAL ENVIRONMENTAL REQUIREMENTS WHICH COULD
CAUSE A RESTRICTION OR SUSPENSION OF COMPANY OPERATIONS
In connection with its operations and properties, the Company is subject to
extensive and changing environmental legislation, regulation and actions. The
Company cannot predict what environmental legislation, regulation or policy will
be enacted or adopted in the future or how 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 trend includes, without limitation, laws and
regulations relating to air and water quality, mine reclamation, waste handling
and disposal, the protection of certain species and the preservation of certain
lands. These regulations may require obtaining permits or other authorizations
for certain activities. These laws and regulations may also limit or prohibit
activities on certain lands lying within wetland areas, area providing for
habitat for certain species or other protected areas. Compliance with more
stringent laws and regulations, as well as potentially more vigorous enforcement
policies or stricter interpretation of existing laws, may necessitate
significant capital outlays, may materially affect the Company's results of
operations and business, or may cause material changes or delays in the
Company's intended activities.

On the Federal, State and Provincial level, regulations deal with environmental
quality and impacts upon air, water, soils, vegetation and wildlife, as well as
historical and cultural resources. Approval must be received from the applicable
bureau and/or department before exploration can begin, and will also conduct
ongoing monitoring of operations. If operations result in negative effects upon
the environment, government agencies will usually require the Company to provide
remedial actions to correct the negative effects.

Specific to its U.S. properties, costs involved with complying with various
government environmental regulations vary by anticipated operations. Typically,
surface sampling does not require any permits. Agency review and approval for
exploration drilling and access construction can vary from several hundred
dollars to several thousands of dollars, depending upon the level of activity.
Permitting and environmental compliance costs vary, depending upon the level of
activities proposed and the sensitivity of the areas where mineral activities
are proposed. As a general rule, these costs makeup 10% or less of the total
cost amount of the program. The Company also may be required to post reclamation
bonding and assurance that areas will be reclaimed after exploration. These
bonds and guarantees range from approximately $1,000 on a small-scale


                                       12
<PAGE>


exploratory drill program in Nevada to approximately $150,000 on an advanced
exploration program in Oregon.

At present, the Company has not estimated or allocated any funds for reclamation
at its Courageous Lake property, nor have any specific environmental concerns
been identified. However, the history of mining and exploration of the property
by others may have caused certain environmental damage which will require
cleanup funded by Seabridge as the current landholder. In addition, unidentified
environmental deficiencies may exist on other of the Company's properties. The
discovery of and any required reclamation of any additional properties would
likely have a negative effect on the Company's operations and financial
position.

Financing Risks
---------------

THE COMPANY IS LIKELY TO REQUIRE ADDITIONAL FINANCING WHICH COULD RESULT IN
SUBSTANTIAL DILUTION TO EXISTING SHAREHOLDERS AND/OR THE DELAY OR CESSATION OF
OPERATIONS
The Company, while engaged in the business of exploiting mineral properties, has
sufficient funds to undertake its planned current exploration projects. If the
Company's exploration programs are successful, additional financing will be
required to develop the mineral properties identified and to place them into
commercial production. The exploration of the Company's mineral properties is,
therefore, dependent upon the Company's ability to obtain financing through the
joint venturing of projects, debt financing, equity financing or other means.
Such sources of financing may not be available on acceptable terms, if at all.
Failure to obtain such financing may result in delay or indefinite postponement
of exploration work on the Company's mineral properties, as well as the possible
loss of such properties. Any transaction involving the issuance of previously
authorized but unissued shares of common or preferred stock, or securities
convertible into common stock, could result in dilution, possibly substantial,
to present and prospective holders of common stock. These financings may be on
terms less favorable to the Company than those obtained previously.

THE COMPANY HAS A HISTORY OF NET LOSSES AND EXPECTS LOSSES TO CONTINUE FOR THE
FORESEEABLE FUTURE
The Company has had a history of losses and there is no assurance that it can
reach profitability in the future. As of the end of the last fiscal year dated
December 31, 2004, the Company historical net loss totals ($17,351,832). The
Company will require significant additional funding to meet its business
objectives. Capital will need to be available to help maintain and to expand
exploration on the Company's principal exploration property. The Company may not
be able to obtain additional financing on reasonable terms, or at all. If equity
financing is required, as expected, then such financings could result in
significant dilution to existing shareholders. If the Company is unable to
obtain sufficient financing, the Company might have to dramatically slow
exploration efforts and/or lose control of its projects. The Company has
historically obtained the majority of its financing through the issuance of
equity, there is no limit to the number of authorized common shares, and the
Company has no current plans to obtain financing through means other than equity
financing.

THE COMPANY HAS A LACK OF CASH FLOW TO SUSTAIN OPERATIONS AND DOES NOT EXPECT TO
BEGIN RECEIVING OPERATING REVENUE IN THE FORESEEABLE FUTURE
None of the Company's properties have advanced to the commercial production
stage and the Company has no history of earnings or cash flow from operations.
The Company has paid no dividends on its shares since incorporation and does not
anticipate doing so in the foreseeable future. Historically, the only source of
funds available to the Company has been through the sale of its common shares
and convertible debt instruments. Any future additional equity financing would
cause dilution to current stockholders. If the Company does not have sufficient
capital for its operations, management would be forced to reduce or discontinue
its activities which would likely have a negative effect on the stock price.


                                       13
<PAGE>


THE COMPANY OPERATES IN FOREIGN COUNTRIES AND IS SUBJECT TO CURRENCY
FLUCTUATIONS WHICH COULD HAVE A NEGATIVE EFFECT ON THE COMPANY'S OPERATING
RESULTS
While engaged in the business of exploiting mineral properties, the Company's
operations outside of Canada, i.e. in the United States, make it subject to
foreign currency fluctuation as the Company's accounts conducted in Canadian
dollars while certain expenses are numerated in US dollars. Such fluctuations
may have adversely affected the Company's financial positions and results.
Management may not take any steps to address foreign currency fluctuations that
will eliminate all adverse effects and, accordingly, the Company may suffer
losses due to adverse foreign currency fluctuations.

Risks Relating to an Investment in the Securities of the Company
----------------------------------------------------------------

THE MARKET FOR THE COMPANY'S STOCK HAS BEEN SUBJECT TO VOLUME AND PRICE
VOLATILITY WHICH COULD NEGATIVELY EFFECT A SHAREHOLDER'S ABILITY TO BUY OR SELL
THE COMPANY'S SHARES
The market for the common shares of the Company may be highly volatile for
reasons both related to the performance of the Company or events pertaining to
the industry (i.e., mineral price fluctuation/high production costs/accidents)
as well as factors unrelated to the Company or its industry. In particular,
market demand for products incorporating minerals in their manufacture
fluctuates from one business cycle to the next, resulting in change of demand
for the mineral and an attendant change in the price for the mineral. The
Company's 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 Company'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 Company, 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 shares of the Company's common shares can also
be expected to be subject to volatility resulting from purely market forces over
which the Company will have no control. Further, despite the existence of
markets for trading the Company's common shares in Canada and the United States,
stockholders of the Company may be unable to sell significant quantities of
common shares in the public trading markets without a significant reduction in
the price of the stock.

THE COMPANY HAS A DEPENDENCE UPON KEY MANAGEMENT EMPLOYEES, THE ABSENCE OF WHICH
WOULD HAVE A NEGATIVE EFFECT ON THE COMPANY'S OPERATIONS
The Company strongly depends on the business and technical expertise of its
management and key personnel, including Rudi Fronk, President. There is little
possibility that this dependence will decrease in the near term. As the
Company's operations expand, additional general management resources will be
required. The Company may not be able to attract and retain additional qualified
personnel and this would have a negative effect on the Company's operations. The
Company does not carry any formal services agreements between itself and its
directors. The Company does not carry any "Key Man" Life Insurance.

CERTAIN OFFICERS AND DIRECTORS MAY HAVE CONFLICTS OF INTEREST WHICH COULD HAVE A
NEGATIVE EFFECT ON THE COMPANY'S OPERATIONS
Certain of the directors and officers of the Company are also directors and/or
officers and/or shareholders of other natural resource companies. While the
Company was engaged in the business of exploiting mineral properties, such
associations may have given rise to conflicts of interest from time to time. The
Directors of the Company are required by law to act honestly and in good faith
with a view to the best interests of the Company and to disclose any interest
that they may have in any project or opportunity of the Company. If a conflict
of interest arises 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 Company will participate in any project or


                                       14
<PAGE>


opportunity, the directors will primarily consider the degree of risk to which
the Company may be exposed and its financial position at the time.

THE COMPANY COULD BE DEEMED A PASSIVE FOREIGN INVESTMENT COMPANY WHICH COULD
HAVE NEGATIVE CONSEQUENCES FOR U.S. INVESTORS
The Company could be classified as a Passive Foreign Investment Company ("PFIC")
under the United States tax code. If the Company is declared a PFIC, then owners
of the Company's Common Stock who are U.S. taxpayers generally will be required
to treat any so-called "excess distribution" received on its 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 Company's shares. A U.S. taxpayer who makes a QEF
election generally must report on a current basis its share of the Company's net
capital gain and ordinary earnings for any year in which the Company is
classified as a PFIC, whether or not the Company 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 Stock.

U.S. INVESTORS MAY NOT BE ABLE TO ENFORCE THEIR CIVIL LIABILITIES AGAINST THE
COMPANY OR ITS DIRECTORS, CONTROLLING PERSONS AND OFFICERS
It may be difficult to bring and enforce suits against the Company. The Company
is a corporation incorporated in Canada under the Canada Business Corporation
Act. A majority of the Company's directors and officers are residents of Canada
and a substantial portion of the Company's assets and its subsidiaries are
located outside of the United States. Consequently, it may be difficult for
United States investors to effect service of process in the United States upon
those directors or officers who are not residents of the United States, or to
realize in the United States upon judgments of United States courts predicated
upon civil liabilities under United States securities laws. There is substantial
doubt whether an original action could be brought successfully in Canada against
any of such persons or the Company predicated solely upon such civil liabilities
under the U.S. Securities Act.

FORWARD LOOKING STATEMENTS

Certain Statements presented herein contain certain forward-looking statements
relating but not limited to the Company's expectations, intentions, plans and
beliefs. Forward-looking information can often be identified by forward-looking
words such as "anticipate", "believe", "expect", "goal", "plan", "intend",
"estimate", "may" and "will" or similar words suggesting future outcomes, or
other expectations, beliefs, plans, objectives, assumptions, intentions or
statements about future events or performance. Forward-looking information may
include reserve and resource estimates, estimates of future production, unit
costs, costs of capital projects and timing of commencement of operations, and
is based on current expectations that involve a number of business risks and
uncertainties. Factors that could cause actual results to differ materially from
any forward-looking statement include, but are not limited to, failure to
establish estimated resources and reserves, the grade and recovery of ore which
is mined varying from estimates, capital and operating costs varying
significantly from estimates, delays in obtaining or failures to obtain required
governmental, environmental or other project approvals, inflation, changes in
exchange rates, fluctuations in commodity prices, delays in the development of
projects and other factors. Forward-looking statements are subject to risks,
uncertainties and other factors that could cause actual results to differ
materially from expected results.

Potential shareholders and prospective investors should be aware that these
statements are subject to known and unknown risks, uncertainties and other
factors that could cause actual results to differ materially from those
suggested by the forward-looking statements. Shareholders are cautioned not to


                                       15
<PAGE>


place undue reliance on forward-looking information. By its nature,
forward-looking information involves numerous assumptions, inherent risks and
uncertainties, both general and specific, that contribute to the possibility
that the predictions, forecasts, projections and various future events will not
occur. The Company undertakes no obligation to update publicly or otherwise
revise any forward-looking information whether as a result of new information,
future events or other such factors which affect this information, except as
required by law.


ITEM 4.   INFORMATION ON THE COMPANY

DESCRIPTION OF BUSINESS
-----------------------

INTRODUCTION
------------

The Company's executive office is located at:
172 King Street East, 3rd Floor, Toronto, Ontario M5A 1J3
Telephone: (416) 367-9292
Facsimile: (416) 367-2711
E-Mail: info@seabridgegold.net
Website: www.seabridgegold.net

The Contact person in Toronto is Rudi Fronk, President and CEO.

The Company currently leases its executive offices in Toronto on a sub-lease
from the Academy of Canadian Cinema and Television. The lease covers the entire
3rd floor of a building located at 172 King Street East, Toronto, Ontario,
Canada. The original sublease was effective January 21, 1999 and expired
February 28, 2004. The sublease was renewed commencing March 1, 2004 and expires
February 28, 2009. The initial rent was for $4,265 per month, and is adjusted
annually based upon a building cost operating adjustment. Current monthly rent
is approximately $3,900.

The Company's fiscal year ends December 31st.

The Company's common shares trade on the TSX Venture Exchange under the symbol
"SEA" and on the American Stock Exchange under the symbol "SA".

The authorized share capital of the Company consists of an unlimited number of
common shares and an unlimited number of preferred shares. As of December 31,
2004, the end of the most recent fiscal year, there were 29,714,785 common
shares issued and outstanding and no preferred shares issued and outstanding.

CORPORATE BACKGROUND
--------------------

The Company was originally incorporated under the Company Act of British
Columbia under the name of Chopper Mines Ltd. on September 14, 1979. After
conducting a 1 for 5 reverse split, the Company changed its name to Dragoon
Resources Ltd. on November 9, 1984. On May 20, 1998, the Company conducted a 1
for 10 reverse split and changed its name to Seabridge Resources Ltd. On June
20, 2002, the Company changed its name to Seabridge Gold Inc. in order to better
reflect the Company's focus on gold and gold projects. On October 31, 2002 the
Company also continued from British Columbia into Canadian Federal jurisdiction
under the Canada Business Corporations Act.

The Company presently has three active subsidiaries: Seabridge Gold Corporation,
a Nevada corporation; Pacific Intermountain Gold Inc., a Nevada corporation; and


                                       16
<PAGE>


5073 N.W.T. Limited, a company incorporated under the laws of the Northwest
Territories of Canada. The following diagram illustrates the current
inter-corporate relationship between the Company and its material subsidiaries:


                               [GRAPHIC OMITTED]


--------------------
(1)  The Company's 100% interest in the Kerr-Sulphurets property is subject to
     the terms of an option agreement with Noranda Inc. under which Noranda Inc.
     can earn up to a 65% interest in the property. See "Narrative Description
     of the Business - Kerr Sulphurets Project - Summary".

(2)  The Company's 100% interest in the Quartz Mountain project is subject to
     the terms of an option agreement with Quincy Resources Inc. under which
     Quincy can earn up to a 62.5% interest in the property.

Currently, the Company conducts operations in both Canada and the United States.
As of December 31, 2004, the Company's non-current assets were located as
follows:

United States: $15,482,182
Canada:        $ 7,293,758

HISTORY AND DEVELOPMENT OF THE BUSINESS

On May 20, 1998, the Company completed a 1 for 10 reverse split and changed its
name to Seabridge Resources Inc.

In October 1999, the Company initiated a corporate strategy based on its belief
that the then depressed gold market offered significant upside potential. In
October 1999, a new Board and senior management team possessing the required
technical and financial skills to implement the new strategy were put in place.
The new corporate direction was to acquire gold mining assets, including
developed resources and shutdown or suspended projects, which had been made
available by depressed gold prices and a lack of capital and which were
uneconomic at the current gold price. The Company observed that projects that
previously commanded significant market capitalization when gold prices were
higher were becoming available at fractions of their previous valuations. The
success of this new strategy was dependent on a return to higher gold prices.


                                       17
<PAGE>


From October 1999 through June 2002 the Company acquired eight North American
based gold projects which collectively contain substantial gold resources.

With the recent improvement in gold prices, the Company has commenced
engineering studies and exploration activities on several of its projects. In
addition, the Company has entered into joint venture agreements on some of its
projects where partners will be conducting exploration activities.

In February 2000, the Company acquired an option to purchase 100% of the Grassy
Mountain gold project located in eastern Oregon from Atlas Precious Metals Inc.
In March 2003, the Company completed the purchase of the Grassy Mountain project
by paying Atlas US$600,000.

In June, 2000, the Company entered into a Letter of Intent with Placer Dome
(CLA) Limited to acquire a 100% interest in the Kerr-Sulphurets project located
in the Iskut-Stikine River region, approximately 20 km southeast of the Eskay
Creek Mine in British Columbia. The Company agreed to issue Placer 500,000
common shares, 500,000 common share purchase warrants exercisable at $2.00 per
share for two years and grant a 1% NSR royalty for the property. In June 2001,
Seabridge completed the acquisition of Placer Dome's 100% interest in the
project. In September 2002, the Company announced it had entered into an
agreement with Noranda Inc. whereupon Noranda can earn a 50% interest in the
project by spending $6,000,000 on exploration at the project within 6 years.
Noranda can earn an additional 15% interest by funding all costs to complete a
feasibility study. If, after earning its 50% interest, Noranda elects not to
proceed with a feasibility study, Seabridge has the option to acquire Noranda's
interest for $3,000,000. After having earned its 50% interest, Noranda has the
right to delay its decision to proceed with a feasibility study for up to three
years by either spending $1.25 million per year on the property or making
payments to Seabridge which would total $1.5 million over the three-year period.
Noranda expects to commence a 3,000-meter drill program at Kerr-Sulphurets in
2005.

In October 2000, the Company acquired a 100% leasehold interest in the
Castle/Black Rock gold project in Esmeralda County, Nevada. The Company issued
5,000 common shares and paid US$7,500 in advance royalty payments and agreed to
payments of up to $25,000 per year as well as granting a sliding 3-5% NSR on
precious metals and a 3.5% NSR from all other metals produced to Platoro West
Inc. in exchange for a 100% interest in the project.

In November 2000, the Company acquired a 100% leasehold interest in the Hog
Ranch gold project in northern Nevada. The Company paid Platoro West Inc.
US$75,000 and issued 500,000 common shares to Platoro for a 100% interest in the
project. The Company also granted Platoro a sliding 3-5% NSR on precious metals
produced and a 3.5% NSR from all other metals produced. In August 2003, the
Company granted Romarco Minerals an option to earn a 60% interest in the Hog
Ranch gold project in Nevada. Romarco can earn a 60% interest by spending $2.5
million in exploration and project holding costs and issuing to the Company 1.5
million Romarco common shares, by December 31, 2007. In February 2005, Romarco
terminated its interest in Hog Ranch and the property reverted to the Company.

In December 2001, the Company entered into an agreement to acquire a 100%
interest in the Quartz Mountain Gold Project located in Lake County, Oregon.
Seabridge agreed to pay to Quartz Mountain Gold Corporation US$100,000 cash,
300,000 shares, 200,000 warrants and a 1% NSR for Quartz Mountain's 100%
interest in the project. In addition, the Company agreed to pay a 0.5% NSR on
the property as a finders fee. The acquisition was completed in January 2002. In
October 2003 the Company granted Quincy Resources Inc. an option to earn a 50%
interest in the Quartz Mountain gold project, excluding the existing gold
resources. Under certain conditions Quincy can increase its interest to 62.5%.
Quincy conducted a drill program at Quartz Mountain during 2004 and intends to
conduct additional drilling during 2005.


                                       18
<PAGE>


In December 2001, the Company entered into an agreement to acquire a 100%
interest in the Red Mountain Gold Project and related assets located near
Stewart, British Columbia. Seabridge agreed to issue to North American Metals
Corporation 800,000 common shares in exchange for a 100% interest in the project
and the assumption by Seabridge of all liabilities, including reclamation and
underlying lease obligations, associated with the project. The transaction was
completed in April 2002. In 2003, the Company commissioned SRK to undertake an
engineering study on the Red Mountain project. The SRK study was completed in
August 2003.

In May 2002, the Company reached agreement to purchase a 100% interest in the
Courageous Lake Project located in the Northwest Territories, Canada. Seabridge
paid former owners Newmont Canada Limited and Total Resources (Canada)
US$2,500,000 and granted a 2.0% NSR for 100% of the project. Seabridge also
agreed to pay Newmont and Total up to an additional US$3,000,000 depending upon
the price of gold. The purchase was closed in July 2002. In April 2003, the
Company made a US$1,500,000 payment to Newmont and Total which was triggered by
the price of gold reaching US$360 per ounce. A final payment of US$1,500,000 was
due to Newmont and Total when the price of gold exceeds US$400 for 10
consecutive days. This final payment was made in February 2004. In November
2002, the Company commissioned Hatch Inc. to prepare an independent engineering
study on the project which is expected to be completed in April 2005. In
addition, during the summer of 2003 the Company identified 12 new exploration
targets at Courageous Lake. During 2004 the Company conducted a drill program on
select targets and expects to conduct additional drilling during 2005.

In June 2002, the Company and an independent third-party incorporated a Nevada
company named Pacific Intermountain Gold Corp. ("PIGCO") to acquire and explore
early-stage exploration projects which have previously identified gold systems
potentially capable of hosting large-scale gold deposits. To date, the Company
has signed agreements to acquire approximately 36,000 acres in Nevada. The
Company intends to explore some of the acquired properties itself and form joint
ventures to explore the remainder.

BUSINESS OVERVIEW
-----------------

All of the Company's operations are located in Canada and the United States. The
Company operates in the mineral exploration sector.

ALL OF THE COMPANY'S PROPERTIES ARE CURRENTLY AT THE EXPLORATION STAGE. THERE IS
NO ASSURANCE THAT AN ECONOMIC AND COMMERCIALLY VIABLE DEPOSIT EXISTS ON ANY OF
THE COMPANY'S PROPERTIES, AND SUBSTANTIAL ADDITIONAL WORK WILL BE REQUIRED IN
ORDER TO DETERMINE IF ANY ECONOMIC AND LEGALLY FEASIBLE DEPOSITS OCCUR ON THE
COMPANY'S PROPERTIES.

Operations are not seasonal as the Company can conduct exploration at certain of
its properties year-round. To date, the Company's income has been limited to
interest on its cash balances and therefore it is not currently dependent upon
market prices for its operations, nor is it dependent upon any patents, licenses
or manufacturing processes.

The mineral exploration operations of the Company are subject to regulation by
several government agencies at the Federal, Provincial and local levels. These
regulations are well documented and a fundamental aspect of operations for any
resource company in Canada and the United States. Management believes the
Company is in compliance with all current requirements and does not anticipate
any significant changes to these regulations which will have a material effect
on the Company's operations. The Company has obtained all material permits
required for its anticipated exploration activities.


                                       19
<PAGE>


MINERAL PROPERTIES
------------------

The Company currently operates in the mineral exploration sector. All of the
Company's properties are located in Canada and the United States and are at the
exploration stage.


[GRAPHIC OMITTED]


The individual mineral properties are described below.


                                       20
<PAGE>


COURAGEOUS LAKE PROJECT
-----------------------

The Courageous Lake project is a gold project covering approximately 67,000
acres located in the Northwest Territories, Canada. Seabridge has a 100%
interest in the project, subject to a 2% NSR on certain portions of the
property. THE PROPERTY IS WITHOUT KNOWN MINERAL RESERVES AND IS AT THE
EXPLORATION STAGE; THE COMPANY'S CURRENT EFFORTS ARE EXPLORATORY IN NATURE.

LOCATION AND ACCESS

The project is located approximately 240 kilometers northeast of Yellowknife in
the Northwest Territories. Year round access is available by air, either by
fixed wing aircraft to the airstrip at the former Salmita mine 6 kilometers to
the south or via float-equipped aircraft to several adjacent lakes. During
mid-winter, access is available via a winter road. There are about 10 kilometers
of gravel roads located on the property.


                                       21
<PAGE>


[GRAPHIC OMITTED]


                                       22
<PAGE>


HOW ACQUIRED

In May 2002, Seabridge 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. 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 April 2003 as a result of the spot price of gold closing above
US$360 per ounce for 10 consecutive days, which occurred in February. A further
US$1.5 was payable to Newmont/Total 60 days after the spot price of gold closes
at or above US$400 per ounce. This final payment was made in February 2004. The
purchase by Seabridge closed on July 31, 2002. Upon acquiring the Courageous
Lake project, Seabridge assigned its right thereto to its wholly owned
subsidiary, 5073 N.W.T. Ltd. The obligations of 5073 N.W.T. Ltd. 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. Subsequent to this acquisition, Seabridge staked contiguous open
ground totaling an additional 48,905 acres in 42 mining claims of which a
portion is subject to the terms of the purchase agreement, including the 2%
royalty. In 2004, an additional property was optioned in the area ("Red 25").
Under the terms of the agreement, the Company 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 property may be
purchased at any time for $1,250,000 with any option payments being credited
against the purchase price.

REGIONAL AND PROPERTY GEOLOGY

The Courageous-Matthews Lakes belt is characterized by a series of north to
northwest trending Archean metavolcanic and metasedimentary rocks that are
within the Yellowknife Supergroup and are locally referred to as the Courageous
Lake Greenstone Belt ("CLGB"). The CLGB is approximately 60 kilometers long,
with a maximum east-west width of 5.5 kilometers. Two distinct volcanic cycles
have been recognized within the CLGB. The second cycle of volcanism is
conformably overlain by a thick sequence of metasedimentary rocks that are
locally known as the Yellowknife Group Sediments ("YGS"). The dominant post YGS
lithology consists of large granodiorite to diorite plutons that bound the
Courageous Lake deposit along its east and west flanks.

North of Matthews Lake, the Courageous Lake property consists of a sequence of
northerly trending, steeply dipping metasedimentary and metavolcanic rocks, with
tops to the east. All of the currently recognized gold occurrences on the
property are located within or near the top of the second cycle of volcanism of
the CLGB. Generally, the units that make up the second volcanic cycle are about
2 kilometers thick and have been subdivided into 8 distinct mappable units.

Both the main Tundra and carbonate zones within the Courageous Lake property
strike north-south and have a near vertical dip component. The zones are
characterized by moderate to intense shearing, sericite-carbonate alteration,
and quartz veining. These mineralized zones are very persistent along strike and
down dip. The continuity of gold mineralization has been demonstrated to be at
least 800 meters along strike based upon previous drilling results. Within the
area that has been tested by drilling, the continuity of gold mineralization is
at least 100 meters in a down dip direction. The limits of gold mineralization
have not been fully tested and the deposit remains open along strike and down
dip.

PREVIOUS EXPLORATION HISTORY

Gold was first discovered in the Courageous Lake area in 1936. Beginning in
1976, Noranda Exploration Ltd. initiated exploration in the Courageous Lake
Volcanic Belt. Exploration activities included geological reconnaissance,
airborne, EM and magnetic surveys, ground follow-up and claim staking. In 1982,
Noranda initiated a limited drill program to evaluate rock units north of
Matthews Lake. Detailed geophysics, geological mapping, and extensive diamond


                                       23
<PAGE>


drilling followed this initial program leading to the discovery of two gold
deposits, the Tundra Deposit (Main Zone), known as the FAT Deposit, and the
Carbonate Zone.

From 1982 to 1987, Noranda continued core drilling the property from the surface
and also constructed a winter road to the property. They also began an
environmental impact study. In late 1987, Noranda made the decision to sink a
vertical shaft to provide access for conducting an underground definition
drilling program and to be able to test gold grade continuity and tenor by
drifting and raising on ore grade shoots. This also allowed Noranda to extract a
bulk sample for metallurgical testing. In conjunction with the development of
the shaft, surface core drilling, magnetic, VLF, and HLM surveys were also
completed.

In late 1987, Noranda completed an in-house preliminary resource estimate. Based
upon this work, a two-year underground exploration program was initiated. The
program was designed to establish an underground mining reserve, access material
for bulk metallurgical sampling and provide engineering information for mine
design and planning. The shaft was timbered and completed to a depth of 472.6
meters in April 1989. Drifting on the target zone occurred between May to
November 1989 and totaled 1,948.2 meters. Both lateral drifts and sub-vertical
raises were completed and provided access to bulk sample locations and diamond
drilling stations along the strike of the target zones. Approximately 200
vertical meters and 750 to 8000 of strike length of the mineralized zone were
tested by underground drill holes. Additional horizontally fanned holes were
drilled on 25-meter centers to aid in the interpretation of the target zone.
Underground drilling was completed in November 1989 and totaled 27,459.25 meters
in 125 diamond drill holes.

Little additional work was performed on the property until Placer Dome optioned
the property in 1998. Placer's exploration included a core drilling/sampling
program in order to verify Noranda's previous work and to provide infill sample
data. Detailed mapping and structural analysis was done by Placer concurrent
with the drilling to help design a drill plan as well as conducting a ground
magnetic survey to define the zone of mineralization. Placer utilized two
diamond drill rigs to provide detailed information on the continuity of the
Tundra Main Zone and to confirm the Carbonate Zone. The total diamond drilling
completed by Placer was 15,988 meters in 76 drill holes. Placer dropped its
option on the property in 1999.

ENVIRONMENTAL/REGULATORY INFORMATION

As part of its due diligence review on the property, Seabridge engaged EBA
Engineering Consultants Ltd. of Yellowknife, Northwest Territories, to prepare
an Environmental Review of the Courageous Lake property. EBA determined the
governmental environmental review process in the NWT would likely take 24 to 36
months from the time a Project Description Report had been filed with the
authorities before the review process began. An additional 12 to 16 months would
likely be required to complete the regulatory review process, all at a cost of
$2-8 million, plus another $0.5-1 million for costs during the regulatory phase.

Additionally, EBA visited and evaluated the site for any current or potential
environmental damage related to historical exploration work conducted at
Courageous Lake by previous operators. EBA found no significant environmental
concerns, but did note several areas of potential concerns, including the
existing land disturbances, acid rock drainage from waste rock and drill
casings.

CURRENT AND PLANNED WORK

In late 2002, Seabridge engaged Hatch Inc., a leading independent consulting
firm, to undertake a scoping study for Courageous Lake. During 2003, preliminary


                                       24
<PAGE>


reports were completed on key mining and metallurgical issues relating to the
project. The first of these reports concluded that a large-scale, open-pit
operation provided the best potential to recover the known gold resource at
Courageous Lake. The second report examined the project's gold to sulphur ratio,
concluding that the data for Courageous Lake compares favourably with other
operating refractory gold mines. The most recent report concluded from
metallurgical test work conducted by SGS-Lakefield under the supervision of
Hatch that the Courageous Lake's FAT deposit can produce a high-grade flotation
concentrate that captures 93-94% of mill feed gold content at a relatively
coarse grind. Hatch also estimated that a refractory process to treat this
concentrate should ultimately recover 90-92% of mill feed gold content. In
January 2004, Seabridge authorized Hatch to upgrade capital and operating cost
estimates in its Courageous Lake scoping study to pre-feasibility levels to
better define the economics of the project. As a result of a 2004 drilling
program, the Company commissioned a new independent resource estimate for the
FAT deposit which was completed in December 2004. The new resource model will be
incorporated in the Hatch study, which is now expected to be completed in April
2005.

During a 2003 summer exploration program, Seabridge successfully identified 12
gold targets at Courageous Lake with characteristics similar to the existing FAT
zone at the project. The Company also identified significant drill core from
previous owners of these targets which had not been assayed. The drill core, an
estimated 110,000 meters, was retained on the property but never evaluated for
bulk mineable potential. From September through December of 2003, Seabridge
conducted a program to evaluate and prioritize these 12 targets by sampling and
assaying available core. The results from this program confirmed that nine of
the 12 targets have the potential to host bulk mineable deposits similar to FAT.
Of these nine targets, four have been consolidated into what is now called the
Salmita Zone and five have been consolidated into what is now called the Tundra
Zone. A 10,000-meter core drill program was conducted by Seabridge during 2004
that focused on testing the Salmita and Tundra Zones as well as the potential
strike extension of the FAT zone and the FAT hanging wall zone.

In 2004, drill testing of selected priority targets was undertaken by the
Issuer. The program was conceived in 2 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 3 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 lead Seabridge to initiate
sectional drilling on the South FAT Extension. The South FAT Extension was a
projection of the previous resource model where little work had been completed.
Surface and initial drilling results indicated that 300 meters of strike could
be added to the FAT Deposit with the completion of sectional drilling. The
second stage of the 2004 program completed the sectional drilling on 50-meter
section lines across these 300 meters of strike.

The Company estimates its annual holding costs of the Courageous Lake Project to
be $186,000 with $136,000 of these costs paid to the Department of Indian
Affairs and Northern Development, Northwest Territories and the remaining
$50,000 as an option payment on the Red 25 claim payable to Bathurst Inlet
Developments (1984) Ltd.

GRASSY MOUNTAIN PROJECT
-----------------------

The Grassy Mountain Property covers approximately 6.7 square miles or 4,300
acres, and is located in eastern Oregon. Seabridge has a 100% interest in the
project. THE PROPERTY IS WITHOUT KNOWN MINERAL RESERVES AND IS AT THE
EXPLORATION STAGE; THE COMPANY'S CURRENT EFFORTS ARE EXPLORATORY IN NATURE.


                                       25
<PAGE>


LOCATION AND ACCESS

The property consists of 320 unpatented lode claims of approximately 4,600 acres
and lies approximately 22 miles southwest of Vale, Oregon and 70 miles west of
Boise, Idaho. The property is accessed by traveling 4 miles west from Vale on US
Highway 20, then south on the Twin Springs County Road for 23 miles, or by
driving south from Nyssa, Oregon on US Highway 95 to Owyhee and then west to
Rock Springs Canyon and by gravel road for 14 miles.


[GRAPHIC OMITTED]


HOW ACQUIRED

In February 2000, Seabridge acquired an option to purchase 100% of the Grassy
Mountain gold project located in eastern Oregon from Atlas Precious Metals Inc.


                                       26
<PAGE>


The Company originally had until December 31, 2002 to acquire for US $1,700,000,
a 100% interest in 214 mineral claims located in Malheur County, Oregon, USA.
The purchase price was to be a combination of cash, Seabridge common shares and
notes.

In December 2002, the Company and Atlas restructured the terms of the
acquisition agreement due to Atlas' preference for cash. In exchange for a
US$300,000 option payment, Atlas granted Seabridge the right to acquire a 100%
interest in the property for an additional US$600,000 cash payment on or before
March 31, 2003. Seabridge also agreed to provide US$500,000 in financing for an
Atlas subsidiary on or before March 31, 2003. Seabridge paid the US$300,000
option payment, as well as the US$600,000 cash payment and the US$500,000 in
financing and now holds a 100% interest in the property as well as 1,000,000
common shares of the Atlas subsidiary.

The property lies on Bureau of Land Management ("BLM") lands, and ownership
includes four leasehold interests covering 76 unpatented lode and placer claims
and an additional 138 unpatented lode claims. There is one Oregon State section
within the property for which applications for State prospecting permits have
been submitted. A sliding scale NSR royalty applies to the main Grassy Mountain
deposit. The royalty rate is a 4% NSR for gold prices up to US$500 per ounce, to
a maximum of 7% for gold prices above US$800 per ounce.

REGIONAL AND PROPERTY GEOLOGY

The property is situated in the Oregon Plateau portion of the northern Great
Basin and is characterized by abundant Cenozoic volcanism. The flat-lying to
gently dipping volcanics and volcanic sediments were deposited over wide areas
during this time of crustal extension. The rocks exposed at Grassy Mountain are
part of the late to middle-Miocene Grassy Mountain Formation; Mineralization is
associated with a low-grade gold-silver bearing siliceous hot springs system
with enrichment along multi-stage quartz-adularia veins and favorable
lithologies. The mineralized rock is highly silicified and locally brecciated in
the vicinity of the feeder structures. As silicification decreases so does
grade. The finer grained siltstones contain the bulk of the lower grade
material. The higher grades are found in the coarser arkosic sandstones.

PREVIOUS EXPLORATION HISTORY

Atlas acquired the property in 1986 from two prospectors after recognizing its
potential to host hot springs type gold mineralization. There were no
significant mining or major mineral occurrences known in the area prior to the
discovery of the Grassy Mountain Deposit.

Detailed mapping and sampling were completed and Atlas drilled six holes on two
target areas. A follow up drill program consisting of five holes was completed
in the spring of 1988. Hole 26-9 is considered the discovery hole with 145 feet
of mineralization averaging 0.075 opt Au. The claim block was expanded at this
time and exploration work continued through 1991. Atlas completed 388 drill
holes for a total of approximately 221,500 feet on the property.

In 1990, Atlas commissioned Kilborn Engineering ("Kilborn") to complete a
feasibility study on Grassy Mountain. Based on the positive Kilborn study, Atlas
sold the property to Newmont Exploration Ltd. in September 1992 for US$30
million plus a 5% net smelter royalty interest. Newmont continued the property
evaluation through August 1994, completing an additional 13 core and reverse
circulation holes while concentrating on the higher-grade ore zones. At the
conclusion of its exploration programs, Newmont determined the property did not
currently meet its project criteria and returned the project to Atlas in
September 1996.


                                       27
<PAGE>


In January 1998, Atlas executed an agreement with Tombstone Exploration Company
Ltd. and associated sister company Orinoco Gold Inc. ("Tombstone"), whereby
Tombstone was granted the option to purchase 100% of the property. Exploration
work during Tombstone's initial program at Grassy Mountain included 8,500 of
reverse circulation and core drilling in 10 drill holes. Prior to the drill
program and execution of the definitive option agreement, Tombstone completed an
extensive review of previous work at the property and commissioned an economic
study of alternative development scenarios by Pincock, Allen and Holt ("PAH"). A
second phase drill program was proposed by Tombstone to assess the highly
prospective structural trends identified by geophysics, and to upgrade previous
mineralization models. Due to a downturn in the resource market and its
resulting inability to raise venture capital during 1998 forced Tombstone to
return Grassy Mountain to Atlas in May 1998.

ENVIRONMENTAL/REGULATORY INFORMATION

The Bureau of Land Management (BLM), through its Vale District office, is the
lead agency responsible for the Grassy Mountain area. In 2000, Seabridge
retained Gochnour & Associates of Parker, Colorado ("Gochnour") to undertake an
environmental review and regulatory permitting due diligence on Grassy Mountain.
The report of Gochnour, prepared by Lee "Pat" Gochnour, is entitled "Grassy
Mountain Project Permitting/Environmental Report" (the "P/E Report") and dated
June 27, 2000. The Gochnour study examined three potential scenarios: (1)
open-pit mining with a combination of heap-leach and milling processing; (2)
underground mining with on-site milling; and (3) underground mining with
off-site milling. Gochnour concluded that each of the development scenarios is
permittable under current federal and state law. To complete the permitting
process, Gochnour estimates that the open-pit scenario would take 3-5 years to
permit once a Plan of Operations ("POO") had been submitted. Gochnour estimated
the permitting time frame for the underground scenarios at 2-3 years after the
POO was submitted. Gochnour also reviewed the extensive database of all previous
environmental and baseline work and estimated the cost and time frame associated
with bringing the work up to date. In aggregate, Gochnour estimated a minimum of
one year to bring the base-line work up to date at a cost of approximately
US$500,000. Gochnour recommended that this work be performed concurrently with
the preparation of a final feasibility study.

CURRENT AND PLANNED WORK

During 2005, the Company plans to conduct a program to re-examine the economic
potential for both the open pit and underground development scenarios at Grassy
Mountain and choose the appropriate path for future work.

Holding costs of the property are currently approximately US$93,000 annually
broken down as follows:

     a)   US$20,000 paid to the United States Bureau of Land Management and
          Malheur County, Oregon;

     b)   US$30,000 paid to Sherry & Yates, a Montana Corporation, as an annual
          advance royalty, escalating by US$5,000 per year to a maximum of
          US$60,000;

     c)   US$33,000 paid to the Bishop family of Vale, Oregon;

     d)   Approximately US$10,000 in storage and warehouse fees.

KERR-SULPHURETS PROJECT
-----------------------

The Kerr-Sulphurets Project consists of two separate gold properties, Kerr and
Sulphurets, located in the Iskut-Stikine River region of British Columbia.
Seabridge currently has a 100% interest in the project but is subject to an
agreement with Noranda Inc. whereupon Noranda may earn an interest in the
property. THE PROPERTY IS WITHOUT KNOWN MINERAL RESERVES AND IS AT THE
EXPLORATION STAGE; THE COMPANY'S CURRENT EFFORTS ARE EXPLORATORY IN NATURE.


                                       28
<PAGE>


LOCATION AND ACCESS

The Kerr-Sulphurets property is located in the Iskut-Stikine River region,
approximately 65 km northwest of Stewart, British Columbia. Access to the
property is by helicopter from Stewart. Mobilization of equipment and personnel
can be staged quite effectively from the Tide Lake airstrip, Bronson Strip or
from Bob Quinn and Bell II Crossing on the Stewart Cassiar Highway.


[GRAPHIC OMITTED]


                                       29
<PAGE>


HOW ACQUIRED

Seabridge entered into a Letter of Intent with Placer Dome in June 2000 to
acquire a 100% interest in Kerr-Sulphurets. On March 27, 2001, the Company and
Placer Dome executed a definitive acquisition agreement and the acquisition
closed in June 2001. At closing, the Company issued Placer Dome (i) 500,000
common shares of Seabridge; (ii) 500,000 common share purchase warrants,
exercisable by Placer Dome at C$2.00 per share for two years; and (iii) a 1% net
smelter royalty interest on the Project, capped at C$4.5 million. Seabridge will
be obligated to purchase the 1% net smelter royalty from Placer Dome for $4.5
million in the event that a positive feasibility study demonstrates a 10%
internal rate of return after tax and financing costs.

The Kerr-Sulphurets project consists of two contiguous claim blocks known as the
Kerr Property and the Sulphurets Property. Total minimum annual holding costs
associated with the project are approximately $86,000.

PROPERTY DESCRIPTION

The Kerr Property consists of 18 mineral claims (190 units) and 10 placer claims
along Sulphurets Creek. Annual assessment requirements or cash-in-lieu payments
for the 190 Kerr units is approximately $40,000. The associated placer claims
require annual rental payments totaling C$6,000.

The Sulphurets property consists of 40 mineral claims totaling 158 units. Annual
assessment requirements for the 158 Sulphurets units are approximately $33,000.
Three of the claims are subject to a contractual royalty obligation in
accordance with terms in the underlying Dawson Agreement. The three claims were
purchased from Mrs. Dawson in 1990, for a sum of US$25,000, subject to a net
smelter return royalty of 2% of one-half of net smelter returns (effectively 1%
NSR) on ore production. The Dawson Royalty is capped at US$650,000 less the
property purchase amount. Advance annual royalties of US$5,000 per year
commenced on December 15, 1991, and may be bought out for US$450,000.

There is a further underlying agreement between Placer Dome Inc. and Newhawk
Gold Mines Ltd. dated February 4, 1992, whereby the advance annual royalties
payable to Dawson are being paid two-thirds by Placer Dome and one third by
Newhawk. This split is based on the fact that two of three claims, namely the
XRAY 2 and 6, are now part of Placer Dome's Sulphurets Property and the XRAY 8
is on Newhawk's property.

REGIONAL AND PROPERTY GEOLOGY

The Kerr-Sulphurets property lies within the Stikine Terrane and is underlain
largely volcanic, volcaniclastic and sedimentary rocks at the western edge of
the Bowser Basin. Within this geologic framework, copper, gold and molybdenum
mineralization and associated alteration are focused in a local core where
intense folding, faulting, thrust faulting and intrusions are prevalent. A
number of deformed porphyry and vein type deposits occur in the
Mitchell-Sulphurets area. These deposits are characterized by a strong
copper-gold and minor molybdenum association, and spatially occur along the
flanks of a horseshoe-shaped trend.

The project consists of two separate gold zones, Kerr and Sulphurets. Each
consists of separate and unique structures and are discussed separately below:

Kerr Zone
The Kerr deposit extends approximately 3,000 m in a northerly trend from the
crest of a ridge above the southwestern branch of the Sulphurets Glacier down to


                                       30
<PAGE>


the lower slopes of a cirque-like basin just above Sulphurets Lake. The deposit
is a pyrite-rich copper-gold system that occurs in strongly altered and deformed
monzonitic intrusions in sedimentary and volcaniclastic rocks. The most
important mineralization type is quartz stockwork. The strongest copper-gold
mineralization is associated with a core of chlorite-bearing alteration and
quartz stockwork.

Sulphurets Zone
Disseminated copper-gold mineralization in the Sulphurets Gold Zone is centered
about a hydrothermal breccia (Breccia Gold Zone) and dyke complex (Raewyn
Copper-Gold Zone) representing the higher levels of a copper-gold porphyry
system. The combined gold and copper lithogeochemical anomaly associated with
the Sulphurets Gold Zone Target has a strike length of 2.5 kilometers by up to
one kilometer in width.

EXPLORATION HISTORY

Placer gold was discovered in Sulphurets Creek in the 1880s. In 1935, copper
mineralization was discovered on Mitchell-Sulphurets Ridge in a location now
known as the Main Copper Zone. In 1959, gold-silver mineralization was
discovered in the Brucejack Lake area. These showings were subsequently explored
with surface and underground exploration in the 1980s and 1990s as three
comparatively small high-grade gold-silver zones by Newhawk Gold Mines Ltd. and
Lacana Mining Corp.

In 1960, claims on the Sulphurets property were staked by Granduc Mines Ltd. and
some independent prospectors. Exploration including diamond drilling was
completed over an eight-year period on Sulphurets Gold, Main Copper and Quartz
Stockwork Zones by Granduc and the Newmont Mines Joint Venture. From 1971 to
1975 Granduc continued exploration on the Sulphurets Property. From 1980 to
1985, Esso Minerals optioned the Sulphurets Property from Granduc with in order
to explore for porphyry molybdenum, bulk mineable copper-molybdenum-gold and
gold-bearing vein type deposits. In 1985, Esso surrendered its interest in the
Sulphurets Property to Granduc.

The Alpha Joint Venture ("Alpha") staked the Kerr Property in 1982 Anomalous
gold values in soils were identified in 1983 by Alpha and based on these results
Brinco Limited optioned the Kerr Property in 1984 and funded the next phase of
geological mapping, prospecting and geochemical sampling. This work outlined a
gold anomaly over one kilometer long. In 1985, Newhawk Gold Mines Ltd. and
Lacana Mining Corp. formed a joint venture, and optioned the adjoining
Sulphurets Property from Granduc and explored several zones, including
conducting diamond drilling.

In 1989, fieldwork completed by Placer Dome included additional diamond drilling
to extend the Kerr deposit to a strike length of more than 1,600 meters. In
1990, Placer Dome completed a major diamond drill program on the Kerr Property
to further define the deposit. Placer further completed a major diamond drill
program on the Sulphurets Gold Zones and adjoining Kerr deposit during the
summer of 1992, with the total exploration expenditures incurred by Placer on
the Kerr-Sulphurets property through to year-end 1992 was C$6.6 million.

ENVIRONMENTAL/REGULATORY INFORMATION

The Kerr-Sulphurets Property falls within the Cassiar-Iskut-Stikine Land and
Resource Management Plans (LRMP). At this stage, there are no direct Protected
or Special Management Areas overlapping the Kerr-Sulphurets Property. However,
as negotiations on recommendations proceed, there may be potential Land Use
conflicts arising from future allocations by the Regional Protected Areas Team
in the vicinity of the Kerr-Sulphurets project. In particular, a
Conservation-oriented Protection Area and large River Corridor Special
Management Area are currently being recommended along the lower two-thirds of
the Unuk River. The establishment of this type of Protected Area, although it


                                       31
<PAGE>


does not overlap the Kerr-Sulphurets Property, could impact the approval process
of potential development plans and valley access to the project.

Reclamation and decommissioning activities associated with previous exploration
activities have been initiated and almost completed on the Kerr-Sulphurets
Property. The main activities include response to periodic inspections by the
British Columbia Ministry of Energy and Mines. There are a number of outstanding
activities that are still required to be administered in accordance with
recommendations from the Ministry including additional reclamation on drill
access roads and equipment and material clean-up. The British Columbia Ministry
of Energy and Mines estimates $225,000 of additional reclamation work may be
required and the Company has deposited this amount under a safekeeping agreement
with the Ministry for these obligations.

CURRENT AND PLANNED WORK

On September 17, 2002, the Company entered into an agreement with Noranda Inc.
whereupon Noranda may earn an interest in the project. The agreement allows
Noranda to earn a 50% interest in the project by spending $6,000,000 on
exploration within 6 years. Noranda may earn a further 15% by funding all costs
to complete a feasibility study on the project. If, after earning its 50%
interest, Noranda elects not to proceed with a feasibility study, Seabridge has
the option to acquire Noranda's interest for $3,000,000. After having earned its
50% interest, Noranda has the right to delay its decision to proceed with a
feasibility study for up to three years by either spending $1.25 million per
year on the property or making payments to Seabridge which would total $1.5
million over the three-year period.

During 2003 and 2004, Noranda conducted field programs at Kerr-Sulphurets
designed to explore outside the known deposits in order to expand the known
resources. The programs consisted of mapping, rock and soil sampling, and IP
surveys. The size of mineralized zones at Iron Cap, Mitchell and Main Copper
were expanded into areas of recent glacier retreat which were not accessible by
Placer Dome. For 2005, Noranda is planning to conduct a $1,000,000 helicopter
supported drill program targeting untested mineralized zones and geophysical
anomalies.

RED MOUNTAIN PROJECT
--------------------

The Red Mountain Project is a 20,175 hectares gold project located in northern
British Columbia, Canada. Seabridge currently has a 100% interest in the
project, subject to net smelter royalty obligations ranging from 2 to 6.5% on
various segments of the property. THE PROPERTY IS WITHOUT KNOWN MINERAL RESERVES
AND IS AT THE EXPLORATION STAGE; THE COMPANY'S CURRENT EFFORTS ARE EXPLORATORY
IN NATURE.

LOCATION AND ACCESS

The Red Mountain project is situated in northwestern British Columbia near the
town of Stewart, 880 km northwest of Vancouver and 180 km north of Prince
Rupert. The property lies in the Skeena Mining Division, approximately 18 km
east-northeast of the town of Stewart, at 55(Degree)?57'N latitude and
129(Degree)?42' W longitude, between the Cambria Ice Field and the Bromley
Glacier at elevations ranging between 1,500 and 2000 meters.

Access to the property is currently by helicopter from Stewart with a flight
time of 10 to15 minutes. Road access along the Bitter Creek valley from Highway
37A was partially completed for 13 km by Lac Minerals in 1994 to the Hartley
Gulch-Otter Creek area. Currently this road is passable for only a few
kilometers from the highway. The remainder is not passable, as sections have
been subjected to washout or landslide activity.


                                       32
<PAGE>


                               [GRAPHIC OMITTED]


HOW ACQUIRED

Effective December 31, 2001, the Company agreed to acquire a 100% interest in
the Red Mountain project from North American Metals Corp. ("NAMC"), a subsidiary
of Wheaton River Minerals Ltd. ("WRM"). Closing of the acquisition was completed
in April 2002. At closing, the Company issued NAMC 800,000 common shares of the
Company in exchange for a 100% interest in the Red Mountain project which
includes 106 mineral claims comprising 19,030 hectares; all project data
including an extensive, high-quality data base and drill core repository; an
office/warehouse building in Stewart; a large complement of mining equipment at
the Red Mountain site which has been independently valued at approximately $0.5


                                       33
<PAGE>


million; mineral exploration permit MX-1-422 and a related $1.5 million cash
reclamation deposit lodged with the B.C. Mines Ministry. In January 2002, WRM
filed a revised reclamation plan with the B.C. Mines Ministry which has reduced
the $1.5 million cash reclamation deposit to $1.0 million. Of the $500,000 that
was released by the Ministry, $350,000 was retained by Seabridge and $150,000
was paid to WRM. During 2003 Seabridge purchased additional claims at Red
Mountain totaling 1,145 hectares.

At closing Seabridge also assumed obligations of various underlying property
agreements which include net smelter royalty obligations ranging from 2 to 6.5%,
as well as an annual minimum royalty payment of $50,000 on the Wotan Resources
Corp. ("Wotan") claim group. Production from the Wotan claims, which contain the
Red Mountain gold deposit, is subject to two separate royalties aggregating 3.5%
of net smelter returns ("NSR"), comprising a 1.0% NSR payable to Barrick and a
2.5% NSR payable to Wotan.

The Company also paid a finder's fee of 40,000 common shares of Seabridge in
regards to the acquisition of the property.

REGIONAL AND PROPERTY GEOLOGY

Red Mountain is located near the western margin of the Stikine terrain in the
Intermontane Belt. Structurally, Red Mountain lies along the western edge of a
complex, northwest-southeast trending, doubly-plunging structural culmination,
which was formed during the Cretaceous. Structural deformation at the property
scale is consistent with the observations at the regional and tectonic scales.

PREVIOUS EXPLORATION HISTORY

Prospecting and small-scale mining took place near Red Mountain, in the Bitter
Creek Valley, as early as 1900 and persisted intermittently through the first
half of the 20th century. At that time much of Red Mountain was covered with
snow or glacial ice. Since that time the glaciers have retreated significantly,
exposing large portions of the summit and surrounding bedrock.

Porphyry molybdenum and copper occurrences in the immediate Red Mountain area
were explored in the 1960s and 1970s. In 1965, molybdenum and native gold
occurrences were discovered at McAdam Point, on the south side of Red Mountain.
Additional small molybdenum showings were subsequently located and explored in
the central cirque of Red Mountain. Gold exploration at Red Mountain then ceased
as it was generally regarded as a setting favorable for porphyry style
molybdenum mineralization.

Evaluation of the Red Mountain area for gold potential recommenced in 1987. The
Wotan claims were staked in 1988 by local prospectors and optioned to Bond Gold
in 1989. In that year, gold mineralization that was the surface expression of
the Marc zone was discovered and a drill program was initiated. From 1989 to
1991 Bond carried out exploration programs including 17,638 meters of diamond
drilling, surface mapping and sampling and airborne EM and magnetic surveys. Lac
Minerals acquired Bond in early 1991. Surface drilling on the Marc, AV, JW, AV
Tails and 141 zones continued in 1991, 1992, 1993 and 1994, totaling 48,000
meters. Underground exploration of the Marc zone, including a total of 38,600
meters of diamond drilling, was conducted in 1993 and 1994 via the use of a
1,000-metre production-sized decline.

In September 1994, Barrick acquired Lac and the Red Mountain project assets were
transferred to Barrick. Barrick sold the project to Royal Oak in August 1995.
Royal Oak extended the underground workings, undertook a drill program seeking
extensions to the known deposits, and worked on plans for the possible


                                       34
<PAGE>


development of the project. In 1996, lacking funds for exploration, Royal Oak
virtually ceased all activity at Red Mountain. By early 1999 Royal Oak was in
serious financial difficulty and an Interim Receiver was appointed to dispose of
Royal Oak's assets, including Red Mountain.

NAMC's purchase of the Red Mountain project was completed on February 10, 2000.
During 2000, NAMC completed a comprehensive review of the Red Mountain
geological and environmental data. NAMC also carried out geological work
including the re-logging of a substantial quantity of drill core in order to
produce an improved resource estimation model. An access road route was designed
from the end of the existing road to the site. During 2001 new management at WRM
elected to dispose of certain assets, including Red Mountain. Effective December
31, 2001, Seabridge agreed to acquire the Red Mountain project.

In total, 466 surface and underground diamond drill holes totaling 134,807.24
meters have tested a variety of targets on the Red Mountain property. Four
hundred and six holes, totaling 105,129.20 meters, were drilled by Bond and Lac
between 1989 and 1994. The remaining 60 holes, totaling 29,678.04 meters, were
drilled by Royal Oak in 1996. No drilling was conducted by NAMC. The majority of
drilling has tested the Marc, AV, JW and AV-JW Tails mineralized zones. A total
of 368 drill holes from the Bond and Lac programs, including 207 surface drill
holes and 161 underground drill holes, have tested this area. In addition, 2,000
meters of underground workings have been excavated, including a 1,000-meter
production-sized decline.

MINERAL RESOURCES

Red Mountain is a structurally-controlled gold deposit. In May 2001, WRM
completed a comprehensive review and validation of the project's geological and
environmental data. This review included re-logging all drill core and the
construction of a new kriged resource block model. Prior to the closing of the
acquisition of the property, Seabridge commissioned D.L. Craig, Professional
Geologist, to perform an independent technical review of the new resource model.

The new mineral resource estimate for Red Mountain incorporates data from 206
drill holes that were relogged in 2000 by NAMC. Gemcom software was used to
create geological and mineralization outlines in plan and section for a 3D block
model. Gold and silver grades were interpolated using ordinary kriging with
anisotropic search ellipses designed to fit the geology.

         CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF MEASURED AND
         INDICATED RESOURCES
         This section uses the terms "measured" and "indicated resources". We
         advise U.S. investors that while those terms are recognized and
         required by Canadian regulations, the U.S. Securities and
         Exchange Commission does not recognize them. U.S. INVESTORS ARE
         CAUTIONED NOT TO ASSUME THAT ANY PART OR ALL OF MINERAL DEPOSITS
         IN THESE CATEGORIES WILL EVER BE CONVERTED INTO RESERVES.

In January 2003, the Company engaged SRK Consulting to complete an engineering
study of the Red Mountain project. In their study, which was completed in August
2003, SRK determined that a 6.0 gram per tonne cut-off grade was appropriate for
determining gold resources which may be available for economic extraction.

Red Mountain Measured and Indicated Resources at 6.0-gram-per-tonne cutoff:

<TABLE>
<CAPTION>
                 Measured                               Indicated
          Tonnes           Grade                Tonnes           Grade
          (000s)           (g/t)                (000s)           (g/t)

           <C>             <C>                    <C>            <C>
           866             9.39                   193            8.43
</TABLE>


                                       35
<PAGE>


         CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF INFERRED
         RESOURCES
         This section uses the term "inferred resources". We advise U.S.
         investors that while this term is recognized and required by Canadian
         regulations, the U.S. Securities and Exchange Commission does not
         recognize it. "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 an
         Inferred Mineral Resource will ever be upgraded to a higher category.
         Under Canadian rules estimates of Inferred Mineral Resources may not
         form the basis of feasibility or other economic studies. U.S. INVESTORS
         ARE CAUTIONED NOT TO ASSUME THAT PART OR ALL OF AN INFERRED RESOURCE
         EXISTS, OR IS ECONOMICALLY OR LEGALLY MINEABLE.

Red Mountain Inferred Resource at 6.0 gram-per-tonne cutoff:

<TABLE>
<CAPTION>
                 Inferred
          Tonnes           Grade
          (000s)           (g/t)

           <C>             <C>
           158             8.62
</TABLE>

None of the resource can be classified as a Mineral Reserve. Additional
exploration work will be required in order to upgrade the resources into reserve
categories, and a full feasibility study will be required in order to determine
if any of the mineral resource are economic and can be profitably mined.

ENVIRONMENTAL/REGULATORY INFORMATION

The Red Mountain project is covered by the British Columbia Ministry of Energy
and Mines, Mineral Exploration Permit MX-1-422. This permit was first issued on
June 24, 1993 and was most recently transferred to the Company in April 2002.

Exploration work to date includes surface geological examinations, surface
diamond drilling, and creation of underground workings. Underground workings
totaled 1000 meters of declines and 1000 meters of crosscuts and drifts. There
are 90,000 tonnes of waste from exploration work stored in two locations on
surface. Of this material, 5,000 tonnes is situated adjacent to the portal and
85,000 tonnes is stored 250 meters south of the portal. The underground workings
remain intact to the water level at the first main crosscut and the portal is
sealed with a wooden door to prevent access. The piles were started in 1993 and
the last waste rock was added in the summer of 1996. There is a small fleet of
mobile equipment at the site, mostly parked on top of the waste dump. There are
also several sea containers near the portal, a wooden exploration camp in the
bowl below the portal and a steel Quonset hut hanger near the camp. The
equipment on site is considered adequate to carry out the proposed reclamation
plan.

A reclamation plan was filed in June 1996 by Royal Oak Mines along with $1.5
million in cash reclamation security held by the Province of BC under a safe
keeping agreement. Based on subsequent monitoring and site work performed by
NAMC, with technical assistance provided by SRK Consulting of Vancouver B.C., in
January 2002, NAMC submitted a revised reclamation plan to the B.C. Ministry of
Energy and Mines. The major difference between the original Royal Oak plan and
the revised NAMC plan is the proposed treatment of the 90,000 tonnes of waste
material. The revised plan, endorsed by SRK, involves in-place recountouring of
the waste material rather than placing the material underground. In April 2002,
the B.C. Ministry of Energy and Mines reduced the cash reclamation bond to $1.0
million.


                                       36
<PAGE>


CURRENT AND PLANNED WORK

In August 2003, SRK Consulting completed an engineering study of the Red
Mountain project. SRK reviewed previous reviewed previous work performed on the
project and evaluated the development alternatives relating to various aspects
of the project. In their study, SRK determined that the best development
alternatives for Red Mountain are:

     o    Road access to the site. A road was designed by NAMC in 2001 to access
          the project site.

     o    A seasonal operation from May to October was selected in favor of
          year-round operations on the basis of safety and reliability.

     o    An on-site mill using a grinding and cyanidation leaching (CIP)
          circuit was selected. The alternative of using flotation to produce a
          sulphide concentrate for offshore marketing was discarded on the basis
          of poor economics caused by lower overall gold recovery and smelting
          costs.

     o    A conventional type of mill was selected instead of a portable type
          due to the tonnage required (1000tpd) and the very fine grind needed.

     o    The full use of backfill was selected to optimize the mining recovery
          of the resources. Minimizing backfill was considered to reduce costs,
          but the possible savings are not enough to justify the lower mining
          recovery that results.

SRK identified that the main risks associated with the project are related to:

     o    The construction and operation of the mine access road, which must
          traverse rugged mountainous terrain.

     o    A lack of continuity in the workforce due to the seasonal operation.

     o    Project economics requiring a higher gold price than currently exists.

     o    The tailings facility, which must retain a water cover on the tailings
          in perpetuity.

SRK recommends that the following follow up work could prove beneficial to the
project:

     o    Exploration to increase the potentially economic mineralization.

     o    A revised design for the cirque tailings facility to reduce its
          capital cost and its long-term costs after closure.

None of the resource at Red Mountain can be classified as a Mineral Reserve.
Additional exploration work will be required in order to upgrade the resources
into reserve categories, and a full feasibility study will be required in order
to determine if any of the mineral resource are economic and can be profitably
mined.

The Company estimates annual holding costs of the property to currently be
approximately $215,000 broken down as follows:

     a)   $130,000 to the British Columbia Ministry of Energy and Mines b)
          $50,000 to Wotan Resources Corporation as an annual advance royalty

     c)   Approximately $15,000 in property taxes, utilities and rentals on
          warehouse space paid to the District of Stewart, British Columbia

     d)   Approximately $20,000 for ongoing environmental monitoring at the
          project site.


                                       37
<PAGE>


QUARTZ MOUNTAIN PROJECT

The Quartz Mountain Project is a 542 hectare (1,340 acres) gold project located
in southern Oregon. Seabridge currently has a 100% interest in the project,
subject to NSR's totaling 1.5%, and an option agreement with Quincy Resources,
who can earn an initial 50% interest in the property by expending $1,500,000 on
exploration by October 15, 2008 and issuing 250,000 common shares of Quincy to
Seabridge. The agreement with Quincy excludes the mineral resource already
outlined on the property as discussed below. THE PROPERTY IS WITHOUT KNOWN
MINERAL RESERVES AND IS AT THE EXPLORATION STAGE; THE COMPANY'S CURRENT EFFORTS
ARE EXPLORATORY IN NATURE.

LOCATION AND ACCESS


                               [GRAPHIC OMITTED]


                                       38
<PAGE>


The Quartz Mountain property is located in the Fremont National Forest, Bly
Ranger District, of South-central Oregon about 30 miles west-northwest of the
town of Lakeview along Oregon State Highway 140. Two claim groups make up the
property holdings and consist of 67 mining claims that total 542 ha (1,340
acres).

Access to the property from Oregon State Highway 140 is via several paved and
gravel covered forest access roads. These forest service access roads are used
on a seasonal basis by local logging companies that operate in the area.
Connected to the network of forest service roads are a variety of trails that
were constructed to facilitate logging and previous mineral exploration. Access
to the resource areas can be gained on existing secondary trails or by
rehabilitating old trails.

HOW ACQUIRED

In December 2001, the Company entered into an Asset Purchase & Sale and Royalty
Agreement with Quartz Mountain Gold Corp. whereby Seabridge agreed to acquire
100% of the Quartz Mountain Gold Project in consideration of the following
payments to Quartz Mountain Gold Corp. US$100,000 in cash; 300,000 common shares
of Seabridge; 200,000 common share purchase warrants, exercisable for two years
at a price of $0.90 per share (exercised in 2003); and a 1% NSR in the project.
Closing of the acquisition was completed in January 2002. Additionally, a 0.50%
NSR will be payable to an unrelated third-party as a finder's fee.

On October 15, 2003, the Company signed an option agreement with Quincy
Resources where Quincy can earn an initial 50% interest in the project (not
including the "Excluded Ounces" as defined below") by spending $1,500,000 on
exploration at the project on or before October 15, 2008 under the following
schedule.

<TABLE>
<CAPTION>
                 Date                        Required Expenditure Amount

                 <S>                            <C>
                 By October 15, 2004              $100,000 (completed)
                 By October 15, 2005              $250,000
                 By October 15, 2006              $500,000
                 By October 15, 2008            $1,500,000
</TABLE>

Quincy must also issue 250,000 of its common shares to Seabridge under the
following schedule:

<TABLE>
<CAPTION>

                 Date                           Required Share Issuance

                 <S>                             <C>
                 Upon Execution of the
                  Agreement                       50,000 shares (issued)
                 Within 30 days satisfying
                  the expenditure obligations
                  above                          200,000 shares
</TABLE>

Once the expenditure amounts and the share issuances have been satisfied, Quincy
will be deemed to have earned a 50% interest in the property and will form a
Joint-Venture with Seabridge. Quincy can earn an additional 12.5% interest (for
62.5% total) in the project by funding 100% of a feasibility study on the
project within 3 years and issuing an additional 250,000 common shares to
Seabridge upon completion of the study. If Quincy decides against preparing a
feasibility study, or fails to deliver a study within 3 years, Seabridge has a
one-time option to purchase Quincy's interest in the project for US$750,000.
Quincy will be responsible for all land holding fees and costs associated with
the property as long as the option remains in effect.


                                       39
<PAGE>


The option agreement with Quincy excludes the potential mineral resource already
outlined on the property under a Winters, Dorsey & Company LLC study. That area
of the property, known as the "Excluded Ounces", remains 100% held by Seabridge,
subject to the NSR. If Quincy delivers to Seabridge a Feasibility Study that
incorporates within the mine plan the Excluded Ounces, those ounces shall be
transferred to the Joint Venture at a price to be paid by Quincy to Seabridge
equal to Quincy's working interest times the estimated gross operating margin of
those ounces, less a 25% discount. Payment for the Excluded Ounces will be due
on a quarterly basis as they are produced.

Under the option agreement, the company's also agree that should either party
acquire and/or stake claims, exploration permits, mining leases or any other
form of mineral right or interest within an area of interest within 2 miles of
the outer boundaries of the property, that additional property will
automatically become part of the property subject to the agreement.

REGIONAL AND PROPERTY GEOLOGY

The Quartz Mountain gold and mercury district is located in a Mid-Tertiary
volcanic highland within the northern transitional zone of the Great Basin. One
of the primary structural features of the district is a wide (3 miles) northwest
trending structural zone that interrupts the thick sequence of basalt flows.
Hydrothermal alteration in the district is characterized by acid leaching of the
host rocks and subsequent precipitation of quartz in the gold zones. Ryholitic
domes make up the central feature of the volcanic stratigraphy of the area and
are characterized by glassy tops.

The Quartz Mountain project is a volcanic-hosted, hot-spring gold deposit.
Disseminated, micron-size, native gold mineralization at Quartz Mountain
accompanies pervasive silica flooding and quartz veining. Mineralized zones
measure up to 300 feet in thickness and 3000 feet in diameter on Crone Hill and
up to 100 feet in thickness and 1000 feet in diameter on Quartz Butte. There are
two distinct areas of gold mineralization present at Quartz Mountain, Crone Hill
and Quartz Butte.

PREVIOUS EXPLORATION

Quartz Mountain was believed to have been initially prospected for gold by
migrant Chinese in the 1890s. Rare prospect pits that contain ponderosa pine
trees over four feet in diameter are indirect evidence of this initial early
stage of exploration activity.

The earliest recorded work was performed by the Sun Oil Company, between 1936
and 1940. Sun Oil was prospecting for mercury with shallow pits and trenches. In
1949, small amounts of gold were reportedly recovered from two shafts on Crone
Hill and Quartz Butte. The shafts were sunk by employees of the Ewauna Camp
Lumber Company and have since caved in. The property saw renewed interest in the
late 1950's due to a nation-wide mercury "boom". Local prospectors staked dozens
of claims in what became the 60-square mile Quartz Mountain mercury district.
Most of the cinnabar claims were allowed to become delinquent during the 1960s
in a general collapse of the mercury mining industry.

In 1980, the claims were staked by a prospector and acquired by Exploration
Ventures Company ("EXVENCO") of Spokane, Washington in 1982. The Anaconda
Company entered a joint venture partnership with EXVENCO in December 1982, and
subsequently enlarged the claim block to include the entire Quartz Mountain
district. Anaconda was the operating partner and initiated the first systematic
exploration program for gold in the district. In the spring of 1985, Anaconda
was disbanded by its parent company, Atlantic Richfield Corporation, and Quartz
Mountain, along with all of their other mineral properties, was placed up for
sale.


                                       40
<PAGE>


Wavecrest Resources Ltd secured Anaconda's interest in the property through a
purchase agreement in the autumn of 1985. Wavecrest quickly consolidated their
holdings on the entire claim block by purchasing EXVENCO's interest. The
remaining small, inlaying claim blocks dating from the late 1950's were
systematically acquired and for the first time in its history, the Quartz
Mountain district was consolidated under a single owner in June of 1986.
Wavecrest Resources Ltd. and Galactic Resources Ltd. created Quartz Mountain
Gold Corporation in June of 1987 to jointly advance the project. In 1987, 460
drill holes were completed on Crone Hill, Quartz Butte and Angel's Camp totaling
52,284 meters (171,537 feet) of drilling. In 1988, 100 drill holes (including 47
large diameter metallurgical drill core holes) were completed on Crone Hill,
Quartz Butte, Angel East and Drews Dome for a total of 10,600 meters (34,778
feet). The Crone Hill and Quartz Butte deposits were drilled off on at least
30.5 meters (100-foot) centers during these programs. Between mid-September and
late November 1988, 19 deep drill holes totaling 4,473 meters (14,675 feet) were
completed on Quartz Butte to explore for high-grade feeder veins within the
throat of the Quartz Butte dome. A total of 34 deep drill holes now define this
feeder zone system.

In July 1989, Pegasus Gold became operator of the Quartz Mountain Gold Project.
In December 1994, Pegasus terminated the joint venture agreement with Quartz
Mountain. Some of the key terms of this termination agreement required Pegasus
to return its interest in the property, forgive outstanding loans to Quartz
Mountain and performed all required reclamation work. Pegasus completed these
obligations and Quartz Mountain Gold assumed undivided ownership of the property
without debt or reclamation obligations. In August 1995, Quartz Mountain Gold
Corporation concluded a letter agreement with Newmont Exploration Ltd. on the
Quartz Mountain property. This agreement allowed Newmont to earn an 80%
operating interest in the property for certain cash payments and work
commitments. Newmont drilled 10 holes on the project, which were focused on
expanding the near-surface, low-grade gold resources that had been previously
identified. The project did not satisfy Newmont's investment criteria and was
returned to Quartz Mountain Gold in 1996. Since 1996, little exploration work
has been performed on the project.

ENVIRONMENTAL/REGULATORY INFORMATION

The United States Forest Service (USFS) would be the lead regulatory agency on
the federal level that is responsible for review and approval of mining
activities at Quartz Mountain. The Quartz Mountain Project is characterized as
an exploration stage project that has undergone considerable exploration and a
Feasibility Study level evaluation of an open pit(s) mine with heap leach
processing in the mid-to-late 1980's. Environmental baselines and monitoring at
Quartz Mountain were initiated by previous owners in the late 1980's. These
activities were directed by SRK Consulting's Reno Office. These reports are
valuable in assessing impacts and making recommendations for future work. The
reports also provide valuable information that may be used by Seabridge in
limiting liability as well as supporting future efforts should Seabridge decide
to proceed with preparation of a particular plan at the Quartz Mountain Project.

To further study the permitting issues at Quartz Mountain, Seabridge retained
Gochnour & Associates of Parker, Colorado ("Gochnour") to undertake an
environmental review and regulatory permitting due diligence on Quartz Mountain.
The report of Gochnour is entitled "Quartz Mountain Project;
Permitting/Environmental Report" (the "QMP P/E Report") and dated November 28,
2001.

The Gochnour study examined various potential development scenarios including an
open pit and/or underground mining operations. Processing Alternatives include
on-site milling and/or heap leach technology utilizing cyanide, and off-site
processing (toll milling). Waste disposal alternatives include overburden
stockpiles adjacent to the orebody (under an open pit scenario). With an
underground or combination open-pit/underground mining scenario, waste could be
used as backfill and/or stockpiled on the surface, adjacent to mining
operations. Each Alternative would require the preparation of a different
reclamation strategy. Gochnour concluded that each of the scenarios is
permittable under current federal and state law. To complete the permitting


                                       41
<PAGE>


process, Gochnour estimates that the open-pit scenario would take 3-5 years to
permit once a Plan of Operations ("POO") had been submitted. Gochnour estimated
the permitting time frame for the underground scenarios at 2-3 years after the
POO was submitted.

EXPLORATION POTENTIAL

The Quartz Mountain mineral system can be classified as a low-sulfidation
epithermal deposit based on the characteristic mineralogical suite of adularia,
cinnabar and stibnite. The characteristic geometry and bonanza vein occurrences
associated with low-sulfidation systems have not been recognized at Quartz
Mountain because resource delineation has been focused on the shallow parts of
the system that favor the bulk-mineable or disseminated gold concentrations. The
low-sulfidation epithermal model seems to best explain the distribution of gold,
characteristic boiling textures in the veins and mineralogy at Quartz Mountain.
This model implies that there is a potential for discovering high-grade bonanza
veins that provided fluid pathways for the large volumes of gold-bearing fluids
that created the system.

CURRENT AND PLANNED WORK

During 2004, Quincy completed approximately 4,000 meters of core drilling at the
property designed to test for higher grade feeder zones. Quincy plans to conduct
additional drilling in 2005. Annual holding costs at the project are
approximately US$10,000 primarily paid to the U.S. Bureau of Land Management.

HOG RANCH PROJECT
-----------------

The Hog Ranch Project is a gold project of approximately 5,000 acres located in
northern Nevada. Seabridge currently has a 100% interest in the project, subject
to a 3% to 5% NSR which varies depending upon the commodity price of gold. In
August 2003, the Company granted Romarco Minerals an option to earn an initial
60% interest in the property. THE PROPERTY IS WITHOUT KNOWN MINERAL RESERVES AND
IS AT THE EXPLORATION STAGE; THE COMPANY'S CURRENT EFFORTS ARE EXPLORATORY IN
NATURE.

LOCATION AND ACCESS

The Hog Ranch project is located in northern Washoe County, Nevada,
approximately 230 kilometers north of Reno. Access to the property is 2 miles
off of Nevada state highway 477, midway between Gerlach, Nevada and Susanville,
California.

HOW ACQUIRED

In November 2000, the Company acquired a 100% leasehold interest in the Hog
Ranch gold project in northern Nevada. Under the agreement with Platoro West
Inc., Seabridge paid Platoro US$75,000 cash and issued 500,000 common shares.
Platoro will be paid a further US$250,000 upon the earlier of:

     a)   confirmation by an independent third party of a measured and indicated
          gold reserve of more than 1.0 million ounces, or

     b)   completion of a positive bankable feasibility study which demonstrates
          a mine capable of producing at least 100,000 ounces of gold per annum.

Commencing on the 4th anniversary of the agreement, Platoro will receive an
annual advance royalty payment of US$10,000, escalating by US$2,500 per annum to
a maximum of US$20,000 per annum. Additionally, Seabridge is required to
maintain the property claim block in good standing at an estimated annual cost


                                       42
<PAGE>


of US$35,000. Should production commence at Hog Ranch, Platoro West will be paid
a sliding-scale net smelter royalty ranging from 3% when gold is less than $300
per ounce, to 5% when gold is greater than $500 per ounce. In addition, Platoro
will be paid a royalty of 3.5% on gross proceeds from any other metals produced.
Seabridge retains the right to buy back 40% of the royalty at any time for US$2
million.

In August 2003, the Company granted Romarco Minerals an option to earn an
initial 60% interest in the property by spending US$2.5 million on exploration
and issuing to Seabridge 1.5 million Romarco common shares by December 31, 2007.
In February 2005 Romarco terminated its rights under the agreement and the
property reverted back to the Company.

REGIONAL AND PROPERTY GEOLOGY

Hog Ranch is situated on the southeast edge of the Cottonwood Creek volcanic
center ("CVCC"), which is located at the southern end of the Northwest Nevada
volcanic field. The CVCC is thought to be a failed or downsag caldera with no
recognized large volume ash flow eruption or catastrophic caldera collapse
event. Hog Ranch is an epithermal low-sulfidation gold deposit hosted by
rhyolite volcanic and volcanoclastic rocks. Ore zones exploited by Ferret and
Western Mining were principally disseminated occurrences hosted by poorly welded
tuff and lacustine rocks. Veins are better developed in the component densely
welded tuff. Volcanic centers and the historical open pits are aligned in a
northeast trend coincident with the Black Rock Structural Boundary. The
identified high-grade vein system is contained in the northwest trending faults.

PREVIOUS EXPLORATION

Gold was first discovered at Hog Ranch in 1980 by Noranda Exploration, Inc.
Noranda geologists were led to the area by an airborne radiometric survey of
northwestern Nevada during a 1979 uranium reconnaissance program. No significant
uranium occurrences were found but anomalous gold concentrations were discovered
in the Bell Springs area. By 1981, Noranda had extended their claim holdings
across the northern part of the Hog Ranch area and had drilled out a small gold
resource at Bell Springs. Ferret Exploration Company, Inc. assumed operation of
the Hog Ranch project in 1982 and proceeded to discover and drill out gold
resources in the northern part of the Hog Ranch area and at Bell Springs.

Exploration activities by various owners through 1986 focused exclusively on
open-pit deposits amenable to heap leach processing. In 1986 Western Goldfields
commenced mining activities at Hog Ranch. In 1988 Western Mining Corporation
purchased Hog Ranch and continued mining until 1993. The mine has been shut down
since 1993 and final reclamation activities by Western Mining have been largely
completed.

Exploration activities by previous owners at Hog Ranch focused exclusively on
open pit resources amenable to heap leach processing. At least 2,640 holes were
drilled at Hog Ranch, of which only 247 were drilled as angle holes and only 65
were drilled to a depth greater than 200 meters. A high percentage of these
deeper inclined holes were in exploration areas away from the productive
deposits. The vast majority of the drilling was vertical holes focused on the
delineation of disseminated low-grade open-pit reserves. The Company believes
that the unrealized opportunity at Hog Ranch rests with high-grade gold
mineralization associated with the high-angle, structurally-controlled feeder
zones.

In early 2001, Seabridge initiated an eight-hole diamond drill program to test
for the potential of a high-grade underground gold deposit similar to the nearby
Midas and Sleeper mines. The program successfully confirmed all the necessary
conditions for such a deposit. High-grade gold intercepts from two different


                                       43
<PAGE>


structures intersected in the drilling may represent the discovery of the upper
levels of such a deposit. Results from this drilling program yielded assay
results of up to 19.9 grams of gold per tonne within a fracture and vein zone.
Observations of the core from the recent program have enabled Company geologists
to reinterpret previous data and conclude that: (1) alteration has the scale
(seven by eight kilometers) and intensity similar to other major deposits in
northern Nevada; (2) the gold has been concentrated in specific, identifiable
structures which have significant strike and down-dip potential; and (3)
previous open pit mining was in the very top of the mineralized system, leaving
the higher-grade potential intact and below the level of previous workings. A
further program has been recommended to test for the higher grade `boiling' zone
which evidence suggests should be below the intercepts from the recent program.

CURRENT AND PLANNED WORK

In 2004 Romarco completed two phases of drilling at Hog Ranch. The initial phase
of drilling consisted of a total of 725 meters in three rotary-reverse
circulation drill holes that were designed to begin testing bonanza gold vein
targets below and around the previously mined Geib Pit. One of the holes
intersected 21.3 meters averaging 5.23 grams of gold per tonne. Included in this
intercept were two 1.5-meter high-grade intercepts which assayed 28.7 grams of
gold per tonne and 17.2 grams of gold per tonne respectively. Romarco's second
phase of drilling consisted of approximately 1,400 meters in six diamond drill
core holes. The purpose of the program was to begin testing bonanza gold vein
targets below and around the previously mined Geib and Krista Pits and to try to
expand on the significant mineralization encountered in Romarco initial phase o
drilling. The highlight of the second phase program was 1.5-meter intercept that
assayed 15.3 grams of gold per tonne. In February 2005 Romarco terminated its
rights under the agreement and the property reverted back to the Company.

There is no immediate exploration planned at Hog Ranch for the current year.
Current holding costs at Hog Ranch are estimated to be US$47,000 per year
including $34,500 in payments to the US Bureau of Land Management and Washoe
County, Nevada, and an annual advanced royalty payment of US$12,500 to Platoro
West Inc. The annual advanced royalty payment to Platoro increases by US$2,500
per year to a maximum of US$20,000 per year.

CASTLE/BLACK ROCK PROJECT
-------------------------

The Castle/Black Rock Project is a 2,500 acres gold project located in
west-central Nevada. Seabridge currently has a 100% interest in the project,
subject to a 3% to 5% NSR which varies depending upon the commodity price of
gold. THE PROPERTY IS WITHOUT KNOWN MINERAL RESERVES AND IS AT THE EXPLORATION
STAGE; THE COMPANY'S CURRENT EFFORTS ARE EXPLORATORY IN NATURE.

LOCATION AND ACCESS

The Castle/Black Rock project is located in Esmeralda County, Nevada, off the
flank of the Monte Cristo Mountain Range in the southwest part of the Big Smokey
Valley. The property consists of 131 contiguous unpatented mining claims located
on public lands administered by the U.S. Bureau of Land Management. The project
straddles U.S. highway 95/6, approximately 20 miles west of Tonopah, Nevada.


                                       44
<PAGE>


[GRAPHIC OMITTED]


HOW ACQUIRED

In October 2000, the Company acquired a 100% leasehold interest in the
Castle/Black Rock gold from Platoro West Inc. The purchase agreement included
the Company issuing 5,000 common shares to Platoro and for annual advance
royalty payments of US$7,500 in the first year, US$8,500 in year 2, US$17,500 in
year 3, and thereafter US$25,000 annually. Additionally, Seabridge is required
to maintain the 2,500-acre claim block in good standing at an estimated annual
cost of US$15,000. Should production commence at Castle/Black Rock, Platoro West
will be paid a net smelter royalty ranging from 3% when gold is less than $320
per ounce, to 5% when gold is greater than $500 per ounce. In addition, Platoro
will be paid a royalty of 3.5% on gross proceeds from any other metals produced.
Seabridge retains the right to buy back half of the royalty at any time for
US$1.8 million.


                                       45
<PAGE>


REGIONAL AND PROPERTY GEOLOGY

The property occurs within the Walker Lane gold belt. Quaternary gravel and
alluvial fan deposits cover most of the Castle/Black Rock property. Hydrothermal
alteration in the volcanic rock is focused on structures and zoned vertically
and laterally. Vertical zonation of the alteration sequence has created an
intense argillic cap above the gold bearing structures, from 3 to 30 meters
thick.

The known gold mineralization on the property is concentrated in 3 zones;
Castle, Black Rock and Berg-Boss. In each zone, gold is concentrated in
structures hosted by sedimentary rocks, andesite and rhyolite. Gold is also
distributed away from the structures in andesite and rhyolite.

PREVIOUS EXPLORATION

Outcropping gold mineralization was discovered by a Tonopah prospector in the
1960s in the hills just northwest of Black Rock and Highway US 95/6. The
mineralization was explored at that time by a 50-foot deep shaft (Boss Mine) and
some dozer trenches plus 2 diamond and 8 rotary drill holes.

Houston Oil and Minerals Corporation (HOM) began systematic surface exploration
of the outcropping mineralization and surrounding area in 1979 and outlined a
small unclassified resource of about 200,000 tons at an average gold grade of
0.07 ounces per ton. Disappointed with the small size and their inability to get
the ore to leach, HOM relinquished the property at the end of 1979. The property
was then acquired in 1981 by Ebco Enterprises and optioned in that year by
Falcon Exploration, who proceeded to delineate a larger reported ore zone at the
Boss and elected to construct a small open-pit, heap leach mine. Homestake
Mining Company optioned Falcon's peripheral claims in 1987 and discovered gold
mineralization south of Black Rock during their drill program. Homestake
relinquished the property that same year.

Falcon poured their first bar of gold in January 1988 and began an exploration
program on the peripheral claims in the spring of that year. Westley
Explorations and Mintec Resources optioned the Boss claims from Falcon in August
of 1988 and undertook a surface exploration and drilling program. The area
northeast of Black Rock, now known as the Castle zone, was never drilled by
Mintec. Mintec eventually relinquished their claims in the early 1990s,
including the northeastern corner of the block, which covered the current Castle
deposit.

Kennecott Exploration staked a large block of claims northeast of the Boss pit
in 1992 as part of a large regional exploration program in the Walker Lane
District. This original claim block did not include what eventually became the
Castle discovery. Kennecott executed a surface exploration program with initial
drilling in 1993. Kennecott eventually drilled a total of 65 Reverse Circulation
("RC") holes totaling 26,435 feet, which delineated a broad mineralized zone
2400 feet wide and at least 4200 feet long. The last RC hole was drilled in
August 1995. Within this broad zone, Kennecott identified at least one ore zone
that was never systematically drilled out and other mineralized drill holes were
left without follow-up.

In October 1996, Fischer-Watt Gold Company (FWG) purchased the Castle property,
consisting of 20 "CP" claims, from Kennecott. They staked an additional 32 lode
claims around the periphery of the Kennecott block. The surrounding ground to
the west and south, including the Berg and Black Rock zones, was staked by
Platoro Resources, LLC earlier in that same year. In January 1998, the property
was optioned from FWG by Zephyr Resources. Subsequent to Zephyr Resources,
Cordex Exploration Co (a 100% subsidiary of Ray rock Resources Inc.) leased the
FWG properties and conducted additional exploration activities, including RC
drilling. In 1999 Glamis Gold acquired Ray rock and the Castle/Black Rock


                                       46
<PAGE>


project was dropped. Later in 1999, Platoro acquired the FWG ground, thereby
consolidating the property positions under a single owner.

CURRENT AND PLANNED WORK

There is no immediate exploration planned at Castle/Black Rock for the current
year. However, management intends to retain the project within its property
portfolio. The Company estimates annual holding costs of the property to be a
total of US$40,000, with US$25,000 paid to Platoro West as an annual advance
royalty and US$15,000 paid to the US Bureau of Land Management and to Esmeralda
County, Nevada.

PACIFIC INTERMOUNTAIN GOLD CORPORATION PROJECTS

The Company owns a 100% interest in Pacific Intermountain Gold Corporation
("PIGCO"), a private company focused on the acquisition and exploration of
early-stage gold and silver properties in Nevada. The Company's ownership
interest in PIGCO is subject to a 10% net profits interest held by a previous
minority shareholder in PIGCO.

ALL OF PIGCO'S PROPERTIES ARE WITHOUT KNOWN MINERAL RESERVES AND ARE AT THE
EXPLORATION STAGE; PIGCO'S CURRENT EFFORTS ARE EXPLORATORY IN NATURE.

To date, PIGCO has staked approximately 1,800 claims, or about 36,000 acres, of
mineral exploration land in Nevada. This acreage covers more than 20 identified
gold exploration targets, with most of the property located in Nye County. All
lands in the area are managed by the US Bureau of Land Management, and annual
holding costs of the property are approximately US$250,000 plus an additional
US$99,500 in underlying lease payments.

Seabridge and its partner in PIGCO intend to seek joint-venture partners to
carry out exploration on the majority of the staked lands. However, Seabridge
intends to maintain certain properties for its own exploration portfolio and
conduct work on these properties in the future.

In October 2002, Seabridge announced that PIGCO had granted an option to
Castleworth Ventures, a public company traded on the TSX Venture Exchange, to
acquire a 50% interest in the Thunder Mountain gold project located near
Tonopah, Nevada. In late 2004, Castleworth terminated its rights under the
option agreement and the project reverted to PIGCO.

In May 2004, Seabridge announced that PIGCO had granted Hecla Mining Company an
option to earn a 100% interest in the Stonewall project located in Nye County,
Nevada. The Stonewall project consists 1,500 acres of unpatented mining claims.
Hecla can earn their interest by expending US$750,000 in exploration over a
three year period and paying PIGCO US$250,000 in advance royalty payments. Upon
completion of the earn-in, PIGCO will retain a sliding-scale net smelter royalty
interest in the property ranging from 2% to 8% based on the price of gold. Hecla
will have the right to buy out half of the royalty at any time for US$1.5
million.


ITEM 5.   OPERATING AND FINANCIAL REVIEW AND PROSPECTS

OVERVIEW
--------

The Company's financial statements are stated in Canadian Dollars (C$) and are
prepared in accordance with Canadian Generally Accepted Accounting Principles


                                       47
<PAGE>


(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
noted in Footnote #11 to its audited annual financial statements for the year
ended December 31, 2004. The value of the U.S. Dollar in relationship to the
Canadian Dollar was $1.2034 as of December 31, 2004.

The Company has since inception financed its activities through the distribution
of equity capital. The Company anticipates having to raise additional funds by
equity issuance in the next several years, as all of the Company's properties
are at the exploration stage. The timing of such offerings is dependent upon the
success of the Company's exploration programs, the ability to attract
joint-venture partners, as well as the general economic climate.

RESULTS OF OPERATIONS
---------------------

FISCAL YEAR ENDED DECEMBER 31, 2004 COMPARED TO FISCAL YEAR ENDED
DECEMBER 31, 2003

The Net Loss for the year ended December 31, 2004 totaled $1,226,000 or $0.04
per share compared to $1,338,000, or $0.05 per share for the year ended December
31, 2003. The loss in 2004 was reduced by a $575,000 income tax recovery largely
relating to the recognition of the Company's tax assets after renouncing the
Canadian Exploration Expenses to the investors of the flow-through financings
completed in 2003. Also in 2004, Pacific Intermountain Gold Inc. ("PIGCO") a
subsidiary of the Company sold shares which it had received on optioning out a
mineral property resulting in a gain of $75,000 offset by $19,000 representing
the minority interest in the gain. Corporate and general expenses increased by
$867,000 in 2004 over 2003. Approximately 39% of this increase was due to
increased investor relations activities including listing on the American Stock
Exchange and investor communications. Approximately 27% of the increase in
corporate and general expenses was due to higher salaries and benefits for
senior personnel and the hiring of a Chief Financial Officer. A further 15% of
the increase reflects a full year of directors' fees which the Company commenced
paying in mid 2003 as well as the introduction of a comprehensive directors and
officers liability insurance policy. About 12% of the increase was due to the
recognition of the accretion for costs of reclamation liabilities. Finally,
about 6% of the increase was due to higher costs of regulatory compliance,
principally accounting and legal fees required by changes in regulations. In
2003, the Company wrote off the Tobin Basin exploration project in Nevada
amounting to $342,000 due to unsuccessful exploration results.


FISCAL YEAR ENDED DECEMBER 31, 2003 COMPARED TO FISCAL YEAR ENDED
DECEMBER 31, 2002

The Net Loss for the year ended December 31, 2003 totaled $1,338,000, or $0.05
per share, compared to a net loss of $1,630,000, or $0.10 per share, for the
year ended December 31, 2002. Interest income was higher in 2003 ($107,000
compared to $86,000 in 2002) as higher cash balances from funds received from
convertible Notes and Private Placements were invested in short-term secure
investments. The change in loss in 2003 was due to a number of factors.
Management and consulting fees were higher in 2003 due to new personnel and the
commencement of paying directors fees amounting to $49,000. In 2002 a greater
number of stock options were granted resulting in stock option compensation
expense amounting to $520,000 compared to $132,000 in the current year. Investor
communications fees were reduced during 2003 at $171,000 compared to $234,000 in
2002. Professional fees were lower overall in 2003 at $136,000 compared to
$163,000 in 2002 with lower legal and consulting fees due to lesser number of
project acquisitions. Debenture interest was reduced in 2003 at $12,000 compared
to $122,000 in 2002 as the second convertible debenture was converted into
common shares of the Company in April 2003. In 2002, the Company recorded an
exploration expense of $189,000 in connection with the Pacific Intermountain
Gold Inc. acquisition. In 2003, the Company wrote off the Tobin Basin project in
Nevada amounting to $342,000 due to unsuccessful exploration results.


                                       48
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

The Company's working capital position, at December 31, 2004, was $4,220,000.
Subsequent to the yearend, the Company completed a private placement for gross
proceeds of $2,125,000 which the Company intends to use for activities at its
Courageous Lake project.

The Company maintains its excess cash in both cash and cash equivalents, which
are demand accounts and investments with maturities less than 90 days, and in
short-term investments, which are investments with maturities greater than 90
days at the date of purchase. Management balances the investments with its cash
needs and anticipated spending.

Over the next 12 months, the Company anticipates spending $2.4 million on
project holding costs and corporate G&A, and approximately $3.5 million for
property exploration and engineering studies. The majority of the exploration
and engineering costs are expected to be used on the Courageous Lake Project.
With the closing of the recent private placement financing of $2.1 million, the
Company believes it has sufficient cash on hand to fund its expected
expenditures for the 12 months ending December 31, 2005.

Ongoing property holding costs and corporate G&A beyond 2005 are expected to
total approximately $2.4 million per year. These costs are expected to be funded
through cash on hand, proceeds from the exercise of warrants and options as well
as new equity and/or debt financings.

The ability of the Company to successfully acquire additional advanced-stage
gold projects, or to advance its projects through exploration and development
activities, is conditional on its ability to secure financing when required. The
Company proposes to meet any additional financing requirements through the
exercise of outstanding warrants, or arranging other forms of equity financing.
In light of the continually changing financial markets, there is no assurance
that new funding will be available at the times required or desired by the
Company, and if available, the financing may be dilutive to existing
shareholders.

YEAR ENDED DECEMBER 31, 2004

The Company's working capital position, at December 31, 2004, was $4,220,000 an
increase of $2,334,000 compared to $1,886,000 at the prior year-end. Included in
working capital, in 2004, was $1,170,000 (2003 - $1,526,000) in cash from
flow-through share financings which will be used in 2005 for exploration at the
Courageous Lake property. Included in accounts payable at December 31, 2003 was
an amount of US$1,500,000 (CDN$1,949,750) due under the terms of the acquisition
agreement to the former owners of the Courageous Lake property as the price of
gold reached US$400 in December 2003. In April 2004, the Company secured an
equity financing of $5.4 million in gross proceeds consisting of 1,200,000
common shares at $4.50 per share. In September 2004, the Company completed a
$2.3 million flow-through financing consisting of 505,000 common shares at $4.50
per share. Also in 2004, the Company received cash of $563,000 from the exercise
of warrants and $213,000 from the exercise of options. In 2004, total financing
received was $8,241,000 compared to $7,467,000 in 2003. In February 2005, the
Company secured an additional $2.1 million in flow-through financing consisting
of 500,000 common shares at $4.25 per share. This amount plus flow-through funds
on hand at December 31, 2004, is expected to satisfy planned expenditures on
Courageous Lake for 2005. Other funds on hand plus anticipated exercise of
warrants by June 2005 are expected to provide adequate working capital for other
projects costs plus corporate and administrative expenses.

Cash and short-term deposits at December 31, 2004 were $2,788,000, up from
$2,443,000 at December 31, 2003. In addition to the stated cash and short-term
deposits, the Company had $1,170,000 in cash from flow-through share financings
which will be used in 2005 for exploration at the Courageous Lake property.


                                       49
<PAGE>


Operations activities used $1,764,000 in 2004 compared to $816,000 in the prior
year due to increased corporate activities in 2004 including listing the Company
on the American Stock Exchange. Cash expenditures on Mineral Interests including
the capital assets were $6,714,000 comparable to the $5,555,000 cash
expenditures in 2003. The major property expenditures in 2004 were for
Courageous Lake exploration and to a much smaller extent Grassy Mountain
exploration and for the PIGCO property land maintenance costs.

YEAR ENDED DECEMBER 31, 2003

The Company's working capital position, at December 31, 2003, was $1,889,000, a
decrease of $1,930,000 compared to $3,819,000 at the prior year-end. Included in
working capital, in 2003, was $1,526,000 in cash from flow-through share
financings which will be used in 2004 for exploration at the Courageous Lake
property. Included in accounts payable at December 31, 2003 was an amount of
US$1,500,000 (CDN$1,949,750) due under the terms of the acquisition agreement to
the former owners of the Courageous Lake property as the price of gold reached
US$400 in December 2003.

Cash and short-term deposits at December 31, 2003 were $2,443,000, down from
$3,624,000 at December 31, 2002. In addition to the stated cash and short-term
deposits, the Company had $1,526,000 in cash from flow-through share financings
which will be used in 2004 for exploration at the Courageous Lake property.
Operations activities used $816,000 in 2003 compared to $982,000 in the prior
year due to lower overall cash operating expenditures in 2003. Cash expenditures
on Mineral Interests were $5,523,000 comparable to the $5,855,000 cash
expenditures in 2002. The major property expenditures in 2003 were for the
Courageous Lake acquisition and exploration, the Grassy Mountain acquisition and
for the PIGCO properties. As part of the Grassy Mountain acquisition, an
investment in shares of a private exploration company was made for US$500,000
(CDN$749,450). The private company subsequently merged with another private
exploration company and it is expected that the resulting company will become
public during 2005. Financing activities in 2003 included equity issuances
including warrant and option exercises that provided cash of $7,467,000 similar
to the $7,278,000 in 2002. The financing sources included a private placement,
two flow-through private placements, and option and warrant exercises. In
addition, the $800,000 convertible debenture, which was outstanding at December
31, 2002, was converted along with interest due thereon into common shares of
the Company in April 2003.


US GAAP RECONCILIATION WITH CANADIAN GAAP
-----------------------------------------

Under U.S. GAAP, all expenditures relating to mineral 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
amounts can be deferred. As such, under US GAAP, these amounts and related
future tax liabilities are not recorded on the balance sheets.

The reader is advised to consult Seabridge's audited annual financial statements
for the period ending December 31, 2004, particularly Note #11, Reconciliation
to United States Generally Accepted Accounting Principles, for the
quantification of the differences.

VARIATION IN OPERATING RESULTS
------------------------------

The Company derives interest income on its bank deposits, which depend on the
Company's ability to raise funds, the amount of the deposits and interest rates.

Management periodically, through the exploration process, reviews results both
internally and externally through resource related professionals. Decisions to
abandon, reduce or expand exploration efforts is based upon many factors
including general and specific assessments of mineral deposits, the likelihood
of increasing or decreasing those deposits, land costs, estimates of future


                                       50
<PAGE>


mineral prices, potential extraction methods and costs, the likelihood of
positive or negative changes to the environment, permitting, taxation, labor and
capital costs. There cannot be a pre-determined hold period for any property as
geological or economic circumstances render each property unique.

The Company's financial statements 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
noted in Note 12 to the 2004 audited financial statements. The value of the
Canadian Dollar in relationship to the US Dollar was $1.2034 as of December 31,
2004.

RESEARCH AND DEVELOPMENT
------------------------

The Company conducts no Research and Development activities, nor is it dependent
upon any patents or intellectual property licenses.

TREND INFORMATION
-----------------

The Company knows of no trends, uncertainties, demands, commitments or events
that are reasonably likely to have a material effect on the Company's operations
or financial condition.

PART E: OFF BALANCE SHEET DISCLOSURE
------------------------------------

NOT APPLICABLE

PART F: CONTRACTUAL OBLIGATIONS
-------------------------------

On-going contractual obligations of the Company are limited to property holding
costs and reclamation liabilities. Although property holding costs are at the
discretion of the Company, if payments are not made the Company will lose their
rights to the project. Table No. 4 provides details of the Company's future
contractual obligations.

<TABLE>
<CAPTION>
                                   Table No. 4
                             Contractual Obligations

CONTRACTUAL OBLIGATIONS ($,000)               Payments due by period
-------------------------------  -----------------------------------------------
                                  Total   2005   2006-8   2009-10  After 2010
-------------------------------  -----------------------------------------------
<S>                              <C>      <C>     <C>      <C>       <C>
Mineral interests                 9,270   1,219   3,876    2,777     1, 398
Reclamation liabilities           1,293       -       -        -     1,293
                                 -----------------------------------------------
                                 10,563   1,219   3,876    2,777     2,691
                                 -----------------------------------------------
</TABLE>


Amounts shown for mineral interests include option payments and mineral lease
payments that are required to maintain the Company's interest in the mineral
projects.


ITEM 6.   DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Table No. 5 lists as of March 15, 2005 the names of the Directors of the
Company. The Directors have served in their respective capacities since their
election and/or appointment and will serve until the next Annual General Meeting


                                       51
<PAGE>


or until a successor is duly elected, unless the office is vacated in accordance
with the Articles/By-Laws of the Company. All Directors are citizens of Canada,
except William Calhoun, Vahid Fathi, Louis Fox and Rudi Fronk, all of whom are
citizens of the United States.

<TABLE>
<CAPTION>
                                   Table No. 5
                                    Directors

                                                              Date First
Name                                  Age                 Elected/Appointed
---------------------------------------------------------------------------

<S>                                   <C>                   <C>
James Anthony (3)                     57                     October 1999
Rudi Fronk                            46                     October 1999
Frederick Banfield (2,3)              62                     October 1999
William Calhoun (1,2)                 72                    February 2000
Vahid Fathi (1,2)                     55                    December 1999
Henry Fenig                           59                    November 2001
Louis Fox (1,3)                       62                     January 2000

--------------------
<FN>
(1)  Member of Audit Committee.
(2)  Member of Compensation Committee
(3)  Member of Corporate Governance Committee
</FN>
</TABLE>

Table No. 6 lists, as of March 15, 2005 the names of the Executive Officers of
the Company. The Executive Officers serve at the pleasure of the Board of
Directors. Messrs. Fronk and Threlkeld are citizens of the United States.
Mr. Chisholm is a citizen of Canada.

<TABLE>
<CAPTION>
                                   Table No. 6
                               Executive Officers

                                                                 Date of
Name                Position                    Age              Appointment
--------------------------------------------------------------------------------

<S>                 <C>                         <C>            <C>
Rudi Fronk          President                   46              October 1999
William Threlkeld   Senior Vice President       50             November 2001
Roderick Chisholm   Secretary and CFO           55               August 2004
</TABLE>


James Anthony is a financier and corporate strategist specializing in growth
companies. He served as a senior policy advisor to a number of cabinet ministers
and a premier before establishing a corporate strategy consultancy. He advised a
number of major corporations on their positioning within their political and
financial environments and lectured at the Niagara Institute. Mr. Anthony has
been President of J.S. Anthony & Company, a private investment company, since
1975 and was the past chairman of the board of Greenstone Resources Ltd. Mr.
Anthony has been a Director of Seabridge since 1999 and as Chairman since 2001.
Mr. Anthony spends approximately 50% of his time on Seabridge business.

Rudi Fronk has 20 years experience in the gold industry, including serving as a
director and senior officer of several publicly traded gold companies. He was
appointed President, CEO and a Director of Seabridge in 1999 and has since that
time continuously served in those roles. Mr. Fronk is the past President and
Director of Greenstone Resources Ltd. from 1994 to 1999. Prior to 1994, he held
positions with Columbia Resources (1992-1993), DRX Inc. (1989-1992), Behre
Dolbear & Company (1986-1989), Riverside Associates (1984-1986), Phibro-Salomon
(1982-1983), and Amax (1980). Mr. Fronk is a graduate of Columbia University
from which he holds a Bachelor of Science in Mining Engineering and a Master of
Science in Mineral Economics. Mr. Fronk spends 100% of his time on Seabridge
business.


                                       52
<PAGE>


Frederick Banfield is the Founder of Mintec since 1970. Mintec is a consulting
and software company that provides consulting services to the mineral industry.
Mr. Banfield has also served an independent reserves auditor and mine planning
advisor gold mining organizations with respect to projects in the United States,
Canada, Africa, Australia and Latin America. Mr. Banfield holds an engineering
degree from the Colorado School of Mines. Mr. Banfield spends less than 10% of
his time on Seabridge business.

William Calhoun is President of W.M. Calhoun Inc., an independent consultant
that provides consulting services to the minerals industry in the areas of
mining operations, mine planning, mine design, ore reserves and environmental
issues. From 1972 through 1981, Mr. Calhoun served as President and CEO of Day
Mines, Inc., an American Stock Exchange Company with mining operations in the
western United States that was acquired by Hecla Mining. In 1981 Mr. Calhoun's
extensive public service record includes membership on President Ronald Reagan's
Strategic Minerals Task Force, President Gerald Ford's Inflation Task Force;
Director of the Silver Institute; Trustee of the Northwest Mining Association;
Chairman of the Mining Advisors Committee to the Governors of Washington and
Idaho; President of the Idaho Mining Association; Chairman of Advisory Committee
of Idaho College of Mines; and numerous other civil and professional
organizations. Mr. Calhoun has a Bachelor of Science degree in Mining/Geology
from the University of Texas. Mr. Calhoun spends less than 10% of his time on
Seabridge business.

Dr. Vahid Fathi is Director, Stock Research, Center for Quantitative Research,
at Morningstar, Inc. Chicago-based Morningstar is an independent provider of
investment information. Previously Dr. Fathi was Director and Senior Mining
Analyst at ABN AMRO, Inc. Dr. Fathi was named an All-Star Analyst by The Wall
Street Journal in 1993, 1994, 1995, 1997 and 1999. Dr. Fathi holds a Bachelor of
Science and Master of Science degrees in mining engineering from the South
Dakota School of Mines & Technology. He also holds a doctorate in engineering
science from Columbia University's Henry Krumb School of Mines in New York City.
Dr. Fathi spends less than 10% of his time on Company business.

Henry Fenig has been the Chief Financial Officer and Vice President of Friedberg
Mercantile Group Ltd. (FMG) since April 1983. FMG is a Toronto based, privately
owned Investment Dealer and Futures Commission Merchant and member of the
Toronto Stock Exchange. Mr. Fenig holds primary responsibility for overseeing
compliance for FMG and its affiliates with all applicable Canadian and United
States laws and regulations. Since December 1984, Mr. Fenig has been Executive
Vice-President, Treasurer and a Director of FCMI Financial Corporation, the sole
shareholder of Pan Atlantic Bank and Trust Limited. Mr. Fenig has a Bachelor of
Arts degree in Economics from Yeshiva College and a Masters of Business
Administration degree in International Business and Marketing from Columbia
University in New York City. Mr. Fenig spends less than 10% of his time on
Seabridge business.

Louis Fox has more than 25 years experience in precious metals trading,
merchanting and merchant banking activities. From 1984 to 1999, Mr. Fox was a
Senior Vice President of Gerald Metals, Inc., commodity trading, refining and
merchant banking firm, in Stamford, Connecticut. At Gerald Metals, Mr. Fox was
the head of the company's worldwide precious metals group. Prior to Gerald
Metals, from 1974 to 1981, Mr. Fox was a Vice President of J. Aron & Co., a
precious metals trading firm. Following the acquisition of J. Aron & Co. by
Goldman Sachs in 1981, Mr. Fox was a Vice President of Goldman Sachs through
1984. Mr. Fox holds a B.A. from the University of Pittsburgh and a J.D. from the
Boston University Law School. Mr. Fox spends less than 10% of his time on
Seabridge business.

William Threlkeld has served as Senior Vice President of Seabridge since
November 2001, and from 2000 to 2001 acted as a technical consultant to the
Company. From 1997 to 2000, he was Vice President, Exploration for Greenstone
Resources Ltd. and was responsible for resource delineation on three Central


                                       53
<PAGE>


American gold deposits and development of an organization and strategy to
identify new mineral investments. From 1991 to 1997, Mr. Threlkeld was
Exploration Manager and Vice President of Placer Dome and was responsible for
all of Placer Dome's exploration activity and investment in Latin America. Mr.
Threlkeld obtained his MSc in Economic Geology from the University of Western
Ontario. Mr. Threlkeld spends 100% of his time on Seabridge business.

Roderick Chisholm was appointed Secretary of Seabridge in June 2003 and Chief
Financial Officer of Seabridge in August 2004. Since 1981, Mr. Chisholm has been
a financial officer and corporate secretary of a number of Canadian junior
exploration companies. Prior thereto he was an audit manager with Deloitte &
Touche LLP, Chartered Accountants. Mr. Chisholm is a Chartered Accountant and
spends approximately 60% of his time on Seabridge business.

Other than as set forth below, no Director and/or Executive Officer has been the
subject of any order, judgment, or decree of any governmental agency or
administrator or of any court or competent jurisdiction, revoking or suspending
for cause any license, permit or other authority of such person or of any
corporation of which he is a Director and/or Executive Officer, to engage in the
securities business or in the sale of a particular security or temporarily or
permanently restraining or enjoining any such person or any corporation of which
he is an officer or director from engaging in or continuing any conduct,
practice, or employment in connection with the purchase or sale of securities,
or convicting such person of any felony or misdemeanor involving a security or
any aspect of the securities business or of theft or of any felony. Mr.
Chisholm served as Secretary-Treasurer of Canuc Resources Corp. (CDN-OTC:CANC)
in 2000 when a cease trade order was issued halting all trading of the common
shares of Canuc due to failure to file financial statements. The cease trade
order remains in effect as of the date hereof.

There are no arrangements or understandings between any two or more Directors or
Executive Officers, pursuant to which he was selected as a Director or Executive
Officer. There are no family relationships between any Directors or Executive
Officers.

COMPENSATION
------------

The Company had no arrangements pursuant to which directors are compensated by
the Company or its subsidiaries for their services in their capacity as
directors, or for committee participation, involvement in special assignments or
for services as consultant or expert during the most recently completed fiscal
year.

During 2003 the Company adopted a formalized stock option plan, approved by its
shareholders, for the granting of incentive stock options. To assist the Company
in compensating, attracting, retaining and motivating personnel, the Company
grants stock options to Directors, Executive Officers and employees; refer to
ITEM #10, "Stock Options".

Table No. 7 sets forth the compensation paid to the Company's executive officers
and members of its administrative body during the last three fiscal years.

<TABLE>
<CAPTION>
                                   Table No. 7
                           Summary Compensation Table
             All Figures in Canadian Dollars unless otherwise noted


                                                   Options           Other
Name                      Year       Salary       Granted (1)     Compensation
----                      ----       ------       -----------     --------------
<S>                       <C>        <C>            <C>             <C>
Rudi Fronk,               2004       $250,000         Nil            $43,269
President/Director        2003       $180,000         Nil            $14,348 (2)
                          2002       $150,000       250,000          $17,234 (2)
--------------------------------------------------------------------------------

James Anthony,            2004          Nil           Nil           $132,500
Chairman                  2003          Nil           Nil            $60,000
                          2002          Nil         250,000          $40,000
--------------------------------------------------------------------------------
Frederick Banfield,       2004          Nil           Nil           US$15,000
Director                  2003          Nil           Nil           US$7,500
                          2002          Nil          25,000            Nil
--------------------------------------------------------------------------------


                                       54
<PAGE>


William Calhoun,          2004          Nil           Nil           US$15,000
Director                  2003          Nil          65,000         US$7,500
                          2002          Nil           Nil              Nil
--------------------------------------------------------------------------------
Vahid Fathi,              2004          Nil           Nil           US$15,000
Director                  2003          Nil           Nil           US$7,500
                          2002          Nil          30,000            Nil
--------------------------------------------------------------------------------
Henry Fenig,              2004          Nil           Nil           US$15,000
Director                  2003          Nil           Nil           US$7,500
                          2002          Nil          80,000            Nil
--------------------------------------------------------------------------------
Louis Fox,                2004          Nil           Nil           US$15,000
Director                  2003          Nil           Nil           US$7,500
                          2002          Nil          25,000            Nil
--------------------------------------------------------------------------------
Roderick Chisholm         2004          Nil         115,000         $106,000
Secretary and CFO         2003          Nil          15,000          $43,360
                          2002          Nil          10,000           $2,000
--------------------------------------------------------------------------------
William Threlkeld,        2004       $156,000         Nil              Nil
Senior VP                 2003       $107,000         Nil              Nil
                          2002       $124,000       300,000            Nil
--------------------------------------------------------------------------------
Cynthia Avelino,          2004          N.A           N/A              N/A
Former Secretary          2003          N/A           N/A              N/A
and Director (3)          2002          Nil          15,000            Nil
--------------------------------------------------------------------------------
<FN>
(1)  The stock options were granted under the stock option plans which are
     described under "Item 10: Stock Options"

(2)  The "Other Compensation" listed for Rudi Fronk, President, relate to
     certain educational expenses reimbursed to Mr. Fronk by the Corporation and
     in 2004 also includes a $25,000 bonus.

(3)  Ms. Avelino resigned as an officer and director in November 2002.
</FN>
</TABLE>

No funds were set aside or accrued by the Company during Fiscal 2004 to provide
pension, retirement or similar benefits for Directors or Executive Officers.

STAFFING

The Company currently has 3 employees and 3 executive officers.

SHARE OWNERSHIP

The Company's shares are publicly held. The Company is not controlled by another
corporation as described below.

Table No. 8 lists, as of March 15, 2005, Directors and Executive Officers who
beneficially own the Company's voting securities and the amount of the Company's
voting securities owned by the Directors and Executive Officers as a group.


                                   Table No. 8
                Shareholdings of Directors and Executive Officers

Title                                          Amount and Nature       Percent
 of                                              of Beneficial           of
Class       Name of Beneficial Owner             Ownership             Class
--------------------------------------------------------------------------------
Common      James Anthony (1)                     1,313,125            4.29%
Common      Rudi Fronk (2)                        1,378,900            4.49%
Common      Frederick Banfield (3)                  145,000            0.48%


                                       55
<PAGE>


Common      William Calhoun (4)                     108,334            0.36%
Common      Vahid Fathi (5)                         271,667            0.90%
Common      Henry Fenig (6)                          80,000            0.26%
Common      Louis Fox (7)                           250,000            0.83%
Common      William Threlkeld (8)                   419,700            1.37%
Common      Roderick Chisholm (9)                   146,000            0.48%

TOTAL DIRECTORS/OFFICERS (10)                     4,112,726           12.86%

(1)  Of these shares 200,000 represent currently exercisable share purchase
     options; 200,000 represent share purchase options subject to certain
     vesting requirements; 438,334 shares are held indirectly.
(2)  Of these shares 298,900 represent currently exercisable share purchase
     options and 200,000 represent share purchase options subject to certain
     vesting requirements.
(3)  Of these shares 75,000 represent currently exercisable share purchase
     options.
(4)  Of these shares 65,000 represent currently exercisable share purchase
     options.
(5)  Of these shares 80,000 represent currently exercisable share purchase
     options.
(6)  Of these shares 80,000 represent currently exercisable share purchase
     options.
(7)  Of these shares 25,000 represent currently exercisable share purchase
     options.
(8)  Of these shares, 150,000 represent currently exercisable share purchase
     options and 250,000 represent share purchase options subject to certain
     vesting requirements.
(9)  Of these shares, 40,000 represent currently exercisable share purchase
     options and 100,000 represent share purchase options subject to certain
     vesting requirements.
(10) See notes (1) through (9)

Percent of Class number is based on 30,224,785 shares outstanding as of March
15, 2005 and Stock options held by each beneficial holder exercisable within
sixty days as detailed in Table Number 11, "Stock Options Outstanding" below.

Based upon information provided by the Company's transfer agent, as of March 15,
2005, approximately 7.8% of the Company's common shares were held of record by
US residents.

BOARD PRACTICES
---------------

MANDATE OF THE BOARD

The Company's Board of directors is responsible for the supervision of the
management of the Company's business and affairs. Under its governing statute
(the Canada Business Corporations Act), the Board is required to carry out its
duties with a view to the best interests of the Company. The Board specifically
recognizes its responsibility for the following areas:

(a)  representing the interests of the shareholders in all significant decisions
       affecting the Company and ensuring that shareholders are kept informed of
       developments affecting their Company;

(b)  reviewing and approving corporate objectives, goals and strategies with a
       view to enhancing shareholder value;

(c)  reviewing and approving the Company's operating plans and monitoring
       performance;

(d)  reviewing significant operational and financial issues as they arise and
       providing direction to management on these matters;

(e)  acting diligently to ensure that the Company fulfils its legal and
       regulatory requirements;


                                       56
<PAGE>


(f)  evaluating the effectiveness of senior management and establishing their
       compensation; and

(g)  evaluating whether of not directors receive the information they require to
       perform their duties as directors.

The frequency of the meetings of the Board of directors as well as the nature of
agenda items change depending upon the state of the Company's affairs and in
light of opportunities or risks which the Company faces.

COMPOSITION OF THE BOARD

The TSE Report recommends that a Board of directors be constituted with a
majority of individuals who qualify as "unrelated directors". The TSE Report
defines an "unrelated director" as a director who is independent of management
and free from any interest and any business or other relationship, which could,
or could reasonably be perceived to, materially interfere with that director's
ability to act with a view to the best interest of the Company, other than an
interest arising from shareholding. The Company does not have a "significant"
shareholder, defined in the TSE Report as a shareholder with the ability to
exercise a majority of votes for the election of directors.

The directors have examined the relevant definitions in the TSE Report and have
individually considered their respective interests in and relationship with the
Company. As a consequence, the Board has concluded that six of the Board's
present seven members are "unrelated" within the meaning of the TSE Report:
James S. Anthony; Frederick A. Banfield; William Calhoun; Dr. Vahid Fathi; Henry
Fenig; and Louis J. Fox. The Corporate Governance Committee is responsible for
reviewing and recommending a suitable approach for the Company to assess
director performance.

The Board considers seven directors to be an appropriate size for the Board at
the current time. The Board believes that the inclusion of the President and
Chief Executive Officer, Rudi P. Fronk, on the Company's Board of directors is
useful to the effective governance of the Company. Each director brings to the
Board a specific area of expertise which is instrumental in creating a Board
which is able to implement the Company's strategy effectively.

At present, in addition to those matters which must by law be approved by the
Board, management seeks Board approval for any transaction which is out of the
ordinary course of business or could be considered to be material to the
business of the Company.

COMMITTEES

The Board has assigned specific governance responsibilities to three committees.
A description of the mandate of each committee follows:

Audit Committee
---------------

The following constitutes the Charter of the Audit Committee.

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
Company adopts and follows a policy of full, plain, true and timely disclosure
of material financial information to its stakeholders. It reviews all material
matters affecting the risks and financial well being of the Company and is a key
part of the Corporate Governance system. The Committee is mandated to satisfy
the requirements of the Canada Business Corporations Act.


                                       57
<PAGE>


The Audit Committee meets at a minimum, quarterly and on such other occasions as
required. The auditors are invited to attend the meetings called to discuss the
annual audit plan and the final review of the year-end financial statements. At
least annually, the Committee meets with the auditors to review management's
performance relating to financial reporting matters.

Specifically, the Committee:

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

(b)  reviews the quarterly financial statements and makes recommendations to the
     Board regarding these financial statements,

(c)  reviews and approves financial information in all prospectuses, offering
     circulars, and similar documents,

(d)  oversees the adequacy and accuracy of the Company's financial disclosure
     policies and obligations,

(e)  reviews significant accounting policies and estimates,

(f)  monitors the Company's internal controls, financial systems and procedures,
     and management information systems,

(g)  oversees management's reporting on internal control,

(h)  meets with the Company's auditors to review management's financial
     stewardship and to review their recommendations to management, and

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

(j)  reviews through discussions or by way of a formal document the plan
     followed for the annual audit with the auditors and management,

(k)  evaluates the performance of the auditors,

(l)  confirms the independence of auditors,

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

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

Corporate Governance Committee
------------------------------

The Corporate Governance Committee is presently composed of three directors, all
of which are outside and unrelated 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 of Directors, 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;


                                       58
<PAGE>


3.   Ensure that the Board reviews and approves all major corporate decisions
     which could reasonably be expected to affect shareholder value;

4.   Assess the effectiveness of the Board as a whole, of each of the directors
     and of each committee of directors and consider the impact that the number
     of directors has on effectiveness of the Board.

5.   Conduct an annual discussion among non-management directors on the role and
     effectiveness of independent directors;

6.   Ensure that each Board Committee has a clear, written mandate and is
     performing diligently the tasks necessary to limit Board liability;

7.   Oversee the administration of the Company's Fair Disclosure Policy and
     Insider Trading Policy;

8.   Oversee an annual review of each director's business interests in
     accordance with the Company's Conflict of Interest Policy to ascertain
     which conflicts might exist with respect to the interests of Seabridge and
     how such conflicts, if any, are to be managed so as to ensure the
     independence of directors and to protect the interests of Seabridge and its
     shareholders;

9.   Review disclosure of corporate governance matters to ensure that
     shareholders are adequately informed of the Board's procedures for
     governance on their behalf.

Compensation Committee
----------------------

The Compensation Committee is presently composed of three directors, all of
which are outside and unrelated directors. Reporting to the full Board of
Directors, 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 Committee have 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 financial 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
of Directors upon recommendations made by the Committee. The Committee met twice
during the last financial year. The Company's executive compensation program
consists of an annual base salary and a longer-term component consisting of
stock options, however the Committee may also recommend a bonus for management
or its directors in the future.


                                       59
<PAGE>


ITEM 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

As of March 15, 2005, Pan Atlantic Bank and Trust Ltd. owned 4,929,652 shares of
the Company representing 16.3% of the outstanding shares of the Company. In
addition, as of March 15, 2005 principals of, and funds managed by, the
Friedberg Mercantile Group Ltd. owned 1,093,400 shares of the Company
representing 3.6% of the outstanding shares of the Company. Pan Atlantic Bank
and Trust Ltd. is ultimately beneficially owned and controlled by Albert D.
Friedberg and members of his immediate family. Albert D. Friedberg is the
President and a director of Friedberg Mercantile Group Ltd. Henry Fenig, a
Director of the Company, is CFO and Vice President of Friedberg Mercantile Group
Ltd. The Company is not aware of any other person/company who beneficially owns
5% or more of the Company's voting securities.

No shareholders of the Company have different voting rights from any other
shareholder.

There are no arrangements known to the Company, the operation of which as of a
subsequent date, could result in a change of control of the Company.

INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS

During the fiscal year ended December 31, 2004, Mintec, Inc., a private company
controlled by Fred Banfield, a Director of Seabridge, was paid $56,700 for
technical services provided by his company related to the mineral properties.
These technical services were for consulting and computer software for geologic
modeling, reserve estimation, mine planning and database management. The Company
negotiated the agreement at arms length, after the Company reviewed all
available software in the marketplace and determined that the agreement
negotiated with Mintec was the most cost effective available.

Pan Atlantic Bank and Trust Ltd. has been an investor in two convertible debt
offerings and one private placement of common shares by Seabridge on the same
terms as the other investors therein. Pan Atlantic Bank and Trust Ltd.'s sole
shareholder is FMCI Financial Corporation. Henry Fenig, Director of Seabridge,
serves as Executive Vice-President, Treasurer and a Director of FMCI.

None of the Company's interests in its mineral properties were acquired from
affiliates.


ITEM 8.  FINANCIAL INFORMATION

The financial statements as required under ITEM #8 are attached hereto and found
immediately following the text of this Annual Report. The audit report of KPMG
LLP, Chartered Accountants, is included herein immediately preceding the
financial statements and schedules.

There have been no undisclosed significant changes of financial condition since
the most recent financial statements dated December 31, 2004.

ITEM 9.  THE OFFER AND LISTING

A.  OFFER AND LISTING DETAILS


                                       60
<PAGE>


The Company's common shares began trading on the Vancouver Stock Exchange (now
the TSX Venture Exchange) in Vancouver, British Columbia, Canada in Sept 1979.
The current stock symbol is "SEA", and the CUSIP number is #811916105.

The Company's common shares began trading on the American Stock Exchange in the
United States in April 2004. The current stock symbol is "SA".

Table No. 9 lists the volume of trading and high, low and closing sales prices
on the TSX Venture Exchange for the Company's common shares over the disclosed
periods for the last 12 fiscal quarters and the last five fiscal years. The
Company's common shares commenced trading on the American Stock Exchange on
April 20, 2004 and the corresponding trading information is shown in Table No.
9.

<TABLE>
<CAPTION>
                                   Table No. 9
                          Common Share Trading Activity

                                        TSX Venture Exchange ("SEA")          American Stock Exchange ("SA")
                                                  (Canadian Dollars)                 (United States Dollars)
                                    Volume     High     Low    Close       Volume     High      Low    Close

<S>                             <C>          <C>     <C>      <C>      <C>         <C>       <C>      <C>
February 2005                      751,561    $3.92   $3.55    $3.71      540,600    $3.22    $2.82    $3.00
January 2005                       162,376    $4.23   $3.60    $3.66      433,400    $3.75    $3.00    $3.05

3 Months Ended 31-Dec-04           697,155    $5.00   $4.00    $4.30    1,598,000    $4.20    $3.12    $3.63
3 Months Ended 30-Sep-04           798,164    $4.44   $3.26    $4.36    1,503,500    $3.49    $2.56    $3.38
3 Months Ended 30-Jun-04         1,823,700    $5.15   $2.90    $4.15    1,494,850    $3.90    $2.12    $3.10
3 Months Ended 31-Mar-04         1,909,600    $6.00   $4.15    $5.11          N/A      N/A      N/A      N/A

3 Months Ended 31-Dec-03         3,422,500    $5.50   $3.25    $5.30          N/A      N/A      N/A      N/A
3 Months Ended 30-Sep-03         3,253,482    $4.28   $1.86    $4.00          N/A      N/A      N/A      N/A
3 Months Ended 30-Jun-03         1,670,803    $2.60   $2.01    $2.12          N/A      N/A      N/A      N/A
3 Months Ended 31-Mar-03         2,572,700    $3.56   $2.02    $2.55          N/A      N/A      N/A      N/A

3 Months Ended 31-Dec-02         4,628,300    $3.44   $1.84    $3.39          N/A      N/A      N/A      N/A
3 Months Ended 30-Sep-02         4,032,200    $3.10   $1.50    $2.35          N/A      N/A      N/A      N/A
3 Months Ended 30-Jun-02        13,655,800    $3.70   $0.70    $2.90          N/A      N/A      N/A      N/A
3 Months Ended 31-Mar-02         4,508,300    $1.15   $0.38    $0.96          N/A      N/A      N/A      N/A

12 Months Ended 31-Dec-04        5,228,619    $6.00   $2.90    $4.30    4,596,350    $4.20    $2.12    $3.10
12 Months Ended 31-Dec-03       10,919,485    $5.50   $1.86    $5.30          N/A      N/A      N/A      N/A
12 Months Ended 31-Dec-02       26,824,600    $3.70   $0.38    $3.39          N/A      N/A      N/A      N/A
12 Months Ended 31-Dec-01        1,646,500    $1.00   $0.40    $0.40          N/A      N/A      N/A      N/A
12 Months Ended 31-Dec-00        2,702,500    $1.60   $0.41    $0.70          N/A      N/A      N/A      N/A

American Depository Receipts.  Not applicable.
----------------------------
Other Securities to be Registered. Not applicable
---------------------------------
</TABLE>


B.  PLAN AND DISTRIBUTION

Not Applicable

C.  MARKETS

The Company's common shares currently trade on the TSX Venture Exchange under
the symbol "SEA" and on the American Stock Exchange under the symbol "SA".


                                       61
<PAGE>


UNITED STATES MARKET
--------------------

The Common Shares became listed on the American Stock Exchange effective April
20, 2004 under the symbol "SA".


ITEM 10.  ADDITIONAL INFORMATION

A.  SHARE CAPITAL

Not Applicable

B.  MEMORANDUM AND ARTICLES OF ASSOCIATION

Information regarding the Company's Certificate of Incorporation, By-Laws and
other charter documents is incorporated by reference to Item 10B to the
Company's registration statement on Form 20-F dated February 18, 2004.

C.  MATERIAL CONTRACTS

The Company considers the following as material contracts, which have been
entered into by the Company which are currently in effect:

     1.   Agreement for the purchase and sale of the Red Mountain Project and
          Willoughby Joint Venture between Seabridge and North American Metals
          Corp.
     2.   Agreement between the Company and Platoro West Incorporated covering
          the Castle/Black Rock project;
     3.   Agreement between the Company and Platoro West Incorporated covering
          the Hog Ranch project;
     4.   Agreement between the Company and Placer Dome covering the
          Kerr/Sulphurets project;
     5.   Agreement between the Company and Atlas covering the Grassy Mountain
          project;
     6.   Agreement between the Company and Quartz Mountain Resources covering
          the Quartz Mountain project.
     7.   Agreement between the Company and Noranda Inc. covering the
          Kerr/Sulphurets project.
     8.   Agreement between the Company, Newmont Canada and Total Resources
          covering the Courageous Lake project.

Details and a discussion of each material contract are given in the detailed
property section contained in Item 4 of this Annual Report. Copies of these
contracts were filed as exhibits to the Company's registration statement on Form
20-F dated February 18, 2004.

D. EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS

The Company is not aware of any Canadian federal or provincial laws, decrees, or
regulations that restrict the export or import of capital, including foreign
exchange controls, or that affect the remittance of dividends, interest or other
payments to non-Canadian holders of the common shares. There are no limitations
on the right of non-Canadian owners to hold or vote the common shares imposed by
Canadian federal or provincial law or by the charter or other constituent
documents of the Company.

The Investment Canada Act (the "IC Act") governs acquisitions of Canadian
business by a non-Canadian person or entity. The IC Act requires a non-Canadian
(as defined in the IC Act) making an investment to acquire control of a Canadian
business, the gross assets of which exceed certain defined threshold levels, to


                                       62
<PAGE>


file an application for review with the Investment Review Division of Industry
Canada. The IC Act provides, among other things, for a review of an investment
in the event of acquisition of "control" in certain Canadian businesses in the
following circumstances:

     1. If the investor is a non-Canadian and is a national of a country
     belonging to the North American Free Trade Agreement ("NAFTA") and/or the
     World Trade Organization ("WTO") ("NAFTA or WTO National"), any direct
     acquisition having an asset value exceeding $179,000,000 is reviewable.
     This amount is subject to an annual adjustment on the basis of a prescribed
     formula in the IC Act to reflect inflation and real growth within Canada.
     This threshold level does not apply in certain sections of Canadian
     industry, such as uranium, financial services (except insurance),
     transportation services and cultural services (i.e. the publication,
     distribution or sale of books, magazines, periodicals (other than printing
     or typesetting businesses), music in print or machine readable form, radio,
     television, cable and satellite services; the publication, distribution,
     sale or exhibition of film or video recordings on audio or video music
     recordings), to which lower thresholds as prescribed in the IC Act are
     applicable.

     2. If the investor is a non-Canadian and is not a NAFTA or WTO National,
     any direct acquisition having an asset value exceeding $5,000,000 and any
     indirect acquisition having an asset value exceeding $50,000,000 is
     reviewable.

     3. If the investor is a non-Canadian and is NAFTA or WTO National, an
     indirect acquisition of control is reviewable if the value of the assets of
     the business located in Canada represents more than 50% of the asset value
     of the transaction or the business is involved in uranium, financial
     services, transportation services or cultural services (as set forth
     above).

Finally, certain transactions prescribed in the IC Act are exempted from review
altogether.

In the context of the Company, in essence, three methods of acquiring control of
a Canadian business are regulated by the IC Act: (i) the acquisition of all or
substantially all of the assets used in carrying on business in Canada; (ii) the
acquisition, directly or indirectly, of voting shares of a Canadian corporation
carrying on business in Canada; or (iii) the acquisition of voting shares of an
entity which controls, directly or indirectly, another entity carrying on
business in Canada.

An acquisition of a majority of the voting shares of a Canadian entity,
including a corporation, is deemed to be an acquisition of control under the IC
Act. However, under the IC Act, there is a rebuttable presumption that control
is acquired if one-third of the voting shares of a Canadian corporation or an
equivalent undivided interest in the voting shares of such corporation are held
by a non-Canadian person or entity. An acquisition of less than one-third of the
voting shares of a Canadian corporation is deemed not to be an acquisition of
control. An acquisition of less than a majority, but one-third or more, of the
voting shares of a Canadian corporation is presumed to be an acquisition of
control unless it can be established that, on the acquisition, the Canadian
corporation is not, in fact, controlled by the acquirer through the ownership of
voting shares. For partnerships, trusts, joint ventures or other unincorporated
Canadian entities, an acquisition of less than a majority of the voting
interests is deemed not to be an acquisition of control.

In addition, if a Canadian corporation is controlled by a non-Canadian, the
acquisition of control of any other Canadian corporation by such corporation may
be subject to the prior approval of the Investment Review Division, unless it
can be established that the Canadian corporation is not in fact controlled by
the acquirer through the ownership of voting shares.


                                       63
<PAGE>


Where an investment is reviewable under the IC Act, the investment may not be
implemented unless it is likely to be of net benefit to Canada. If an applicant
is unable to satisfy the Minister responsible for Industry Canada that the
investment is likely to be of net benefit to Canada, the applicant may not
proceed with the investment. Alternatively, an acquirer may be required to
divest control of the Canadian business that is the subject of the investment.

In addition to the foregoing, the IC Act provides for formal notification under
the IC Act of all other acquisitions of control by Canadian businesses by
non-Canadian investors. The notification process consists of filing a
notification within 30 days following the implementation of an investment, which
notification is for information, as opposed to review, purposes.

E. TAXATION

The following summary of the material Canadian federal income tax consequences
generally applicable in respect of the common stock reflects the Company's
opinion. The tax consequences to any particular holder of common stock will vary
according to the status of that holder as an individual, trust, corporation or
member of a partnership, the jurisdiction in which that holder is subject to
taxation, the place where that holder is resident and, generally, according to
that holder's particular circumstances. This summary is applicable only to
holders who are resident in the United States, have never been resident in
Canada, deal at arm's length with the Company, hold their common stock as
capital property and who will not use or hold the common stock in carrying on
business in Canada. Special rules, which are not discussed in this summary, may
apply to a United States holder that is an issuer that carries on business in
Canada and elsewhere.

This summary is based upon the provisions of the Income Tax Act of Canada and
the regulations there under (collectively, the "Tax Act" or "ITA") and the
Canada-United States Tax Convention (the "Tax Convention") as at the date of the
Annual Report and the current administrative practices of Canada Customs and
Revenue Agency. This summary does not take into account provincial income tax
consequences.

Management urges each holder to consult his own tax advisor with respect to the
income tax consequences applicable to him/her in his/her own particular
circumstances.

CANADIAN INCOME TAX CONSEQUENCES
--------------------------------

The summary below is restricted to the case of a holder (a "Holder") of one or
more common shares ("Common Shares") who for the purposes of the Tax Act is a
non-resident of Canada, holds his Common Shares as capital property and deals at
arm's length with the Company.

DIVIDENDS

A Holder will be subject to Canadian withholding tax ("Part XIII Tax") equal to
25%, or such lower rates as may be available under an applicable tax treaty, of
the gross amount of any dividend paid or deemed to be paid on his Common Shares.
Under the Tax Convention, the rate of Part XIII Tax applicable to a dividend on
Common Shares paid to a Holder who is a resident of the United States is, if the
Holder is a company that beneficially owns at least 10% of the voting stock of
the Company, 5% and, in any other case, 15% of the gross amount of the dividend.
The Company will be required to withhold the applicable amount of Part XIII Tax
from each dividend so paid and remit the withheld amount directly to the
Receiver General for Canada for the account of the Holder.


                                       64
<PAGE>


DISPOSITION OF COMMON SHARES

A Holder who disposes of Common Shares, including by deemed disposition on
death, will not be subject to Canadian tax on any capital gain thereby realized
unless the Common Share constituted "taxable Canadian property" as defined by
the Tax Act. Generally, a common share of a public corporation will not
constitute taxable Canadian property of a Holder unless he held the common share
as capital property used by him carrying on a business in Canada, or he or
persons with whom he did not deal at arm's length alone or together held or held
options to acquire, at any time within the 60 months preceding the disposition,
25% or more of the issued shares of any class of the capital stock of the
Company.

A Holder who is a resident of the United States and realizes a capital gain on
disposition of Common Shares that was taxable Canadian property will
nevertheless, by virtue of the Treaty, generally be exempt from Canadian tax
thereon unless (a) more than 50% of the value of the Common Shares is derived
from, or from an interest in, Canadian real estate, including Canadian mineral
resources properties, (b) the Common Shares formed part of the business property
of a permanent establishment that the Holder has or had in Canada within the 12
months preceding disposition, or (c) the Holder (i) was a resident of Canada at
any time within the ten years immediately preceding the disposition, and for a
total of 120 months during any period of 20 consecutive years, preceding the
disposition, and (ii) owned the Common Shares when he ceased to be resident in
Canada.

A Holder who is subject to Canadian tax in respect of a capital gain realized on
disposition of Common Shares must include one half of the capital gain ("taxable
capital gain") in computing his taxable income earned in Canada. The Holder may,
subject to certain limitations, deduct one half of any capital loss ("allowable
capital loss") arising on disposition of taxable Canadian property from taxable
capital gains realized in the year of disposition in respect to taxable Canadian
property and, to the extent not so deductible, from such taxable capital gains
of any of the three preceding years or any subsequent year.

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
---------------------------------------------

The following is a discussion of material United States Federal income tax
consequences, under the law, generally applicable to a U.S. Holder (as defined
below) of common shares of the Company. This discussion does not cover any
state, local or foreign tax consequences.

The following discussion is based upon the sections of the Internal Revenue Code
of 1986, as amended ("the Code"), Treasury Regulations, published Internal
Revenue Service ("IRS) rulings, published administrative positions of the IRS
and court decisions that are currently applicable, any or all of which could be
materially and adversely changed, possible on a retroactive basis, at any time.
In addition, the discussion does not consider the potential effects, both
adverse and beneficial, or recently proposed legislation which, if enacted,
could be applied, possibly on a retroactive basis, at any time. The discussion
is for general information only and it is not intended to be, nor should it be
construed to be, legal or tax advice to any holder or prospective holder of
common shares of the Company and no opinion or representation with respect to
the U.S. federal income tax consequences to any such holder or prospective
holder is made. Management urges holders and prospective holders of common
shares of the Company to consult their own tax advisors about the federal,
state, local, and foreign tax consequences of purchasing, owning and disposing
of common shares of the Company.

U.S. HOLDERS

As used herein, a ("U.S. Holder") includes a holder of common shares of the
Company who is a citizen or resident of the United States, a corporation created
or organized in or under the laws of the United States or of any political
subdivision thereof, an estate whose income is taxable in the United States
irrespective of source or a trust subject to the primary supervision of a court
within the United States and control of a United States fiduciary as described
in Section 7701(a)(30) of the Code. This summary does not address the tax


                                       65
<PAGE>


consequences to, and U.S. Holder does not include, persons subject to special
provisions of Federal income tax law, such as tax-exempt organizations,
qualified retirement plans, financial institutions, insurance companies, real
estate investment trusts, regulated investment companies, broker-dealers,
non-resident alien individuals, persons or entities that have a "functional
currency" other than the U.S. dollar, shareholders who hold common shares as
part of a straddle, hedging or conversion transaction, and shareholders who
acquired their common shares through the exercise of employee stock options or
otherwise as compensation for services. This summary is limited to U.S. Holders
who own common shares as capital assets. This summary does not address the
consequences to a person or entity holding an interest in a shareholder or the
consequences to a person of the ownership, exercise or disposition of any
options, warrants or other rights to acquire common shares.

DISTRIBUTION OF COMMON SHARES OF THE COMPANY

U.S. Holders receiving dividend distributions (including constructive dividends)
with respect to common shares of the Company are required to include in gross
income for United States Federal income tax purposes the gross amount of such
distributions equal to the U.S. dollar value of such distributions on the date
of receipt (based on the exchange rate on such date), to the extent that the
Company has current or accumulated earnings and profits, without reduction for
any Canadian income tax withheld from such distributions. Such Canadian tax
withheld may be credited, subject to certain limitations, against the U.S.
Holder's United States Federal Income tax liability or, alternatively,
individuals may deduct in computing the U.S. Holder's United States Federal
taxable income by those individuals who itemize deductions. (See more detailed
discussion at "Foreign Tax Credit" below). To the extent that distributions
exceed current or accumulated earnings and profits of the Company, they will be
treated first as a return of capital up to the U.S. Holder's adjusted basis in
the common shares and thereafter as gain from the sale or exchange of the common
shares. Dividend income will be taxed at marginal tax rates applicable to
ordinary income while preferential tax rates for long-term capital gains are
applicable to a U.S. Holder which is an individual, estate or trust. There are
currently no preferential tax rates for long-term capital gains for a U.S.
Holder which is a corporation.

In the case of foreign currency received as a dividend that is not converted by
the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have
a tax basis in the foreign currency equal to its U.S. dollar value on the date
of receipt. Generally any gain or loss recognized upon a subsequent sale of
other disposition of the foreign currency, including the exchange for U.S.
dollars, will be ordinary income or loss.

Dividends paid on the common shares of the Company will not generally be
eligible for the dividends received deduction provided to corporations receiving
dividends from certain United States corporations. A U.S. Holder which is a
corporation may, under certain circumstances, be entitled to a 70% deduction of
the United States source portion of dividends received from the Company (unless
the Company qualifies as a "foreign personal holding company" or a "passive
foreign investment company", as defined below) if such U.S. Holder owns shares
representing at least 10% of the voting power and value of the Company. The
availability of this deduction is subject to several complex limitations which
are beyond the scope of this discussion.

Under current Treasury Regulations, dividends paid on the Company's common
shares, if any, generally will not be subject to information reporting and
generally will not be subject to U.S. backup withholding tax. However, dividends
and the proceeds from a sale of the Company's common shares paid in the U.S.
through a U.S. or U.S. related paying agent (including a broker) will be subject
to U.S. information reporting requirements and may also be subject to the 31%
U.S. backup withholding tax, unless the paying agent is furnished with a duly
completed and signed Form W-9. Any amounts withheld under the U.S. backup
withholding tax rules will be allowed as a refund or a credit against the U.S.
Holder's U.S. federal income tax liability, provided the required information is
furnished to the IRS.


                                       66
<PAGE>


FOREIGN TAX CREDIT

For individuals whose entire income from sources outside the United States
consists of qualified passive income, the total amount of creditable foreign
taxes paid or accrued during the taxable year does not exceed $300 ($600 in the
case of a joint return) and an election is made under section 904(j), the
limitation on credit does not apply.

A U.S. Holder who pays (or has withheld from distributions) Canadian income tax
with respect to the ownership of common shares of the Company may be entitled,
at the option of the U.S. Holder, to either a deduction or a tax credit for such
foreign tax paid or withheld. Generally, it will be more advantageous to claim a
credit because a credit reduces United States Federal income taxes on a
dollar-for-dollar basis, while a deduction merely reduces the taxpayer's income
subject to tax. This election is made on a year-by-year basis and applies to all
foreign income taxes (or taxes in lieu of income tax) paid by (or withheld from)
the U.S. Holder during the year. There are significant and complex limitations
which apply to the credit, among which is the general limitation that the credit
cannot exceed the proportionate share of the U.S. Holder's United States income
tax liability that the U.S. Holder's foreign source income bears to his/her or
its worldwide taxable income in the determination of the application of this
limitation. The various items of income and deduction must be classified into
foreign and domestic sources. Complex rules govern this classification process.
In addition, this limitation is calculated separately with respect to specific
classes of income such as "passive income", "high withholding tax interest",
"financial services income", "shipping income", and certain other
classifications of income. Dividends distributed by the Company will generally
constitute "passive income" or, in the case of certain U.S. Holders, "financial
services income" for these purposes. The availability of the foreign tax credit
and the application of the limitations on the credit are fact specific and
management urges holders and prospective holders of common shares of the Company
to consult their own tax advisors regarding their individual circumstances.

DISPOSITION OF COMMON SHARES OF THE COMPANY

A U.S. Holder will recognize gain or loss upon the sale of common shares of the
Company equal to the difference, if any, between (I) the amount of cash plus the
fair market value of any property received, and (ii) the shareholder's tax basis
in the common shares of the Company. Preferential tax rates apply to long-term
capital gains of U.S. Holders, which are individuals, estates or trusts. This
gain or loss will be capital gain or loss if the common shares are capital
assets in the hands of the U.S. Holder, which will be a short-term or long-term
capital gain or loss depending upon the holding period of the U.S. Holder. Gains
and losses are netted and combined according to special rules in arriving at the
overall capital gain or loss for a particular tax year. Deductions for net
capital losses are subject to significant limitations. For U.S. Holders, which
are not corporations, any unused portion of such net capital loss may be carried
over to be used in later tax years until such net capital loss is thereby
exhausted, but individuals may not carry back capital losses. For U.S. Holders,
which are corporations (other than corporations subject to Subchapter S of the
Code), an unused net capital loss may be carried back three years from the loss
year and carried forward five years from the loss year to be offset against
capital gains until such net capital loss is thereby exhausted.

OTHER CONSIDERATIONS

In the following circumstances, the above sections of the discussion may not
describe the United States Federal income tax consequences resulting from the
holding and disposition of common shares of the Company.


                                       67
<PAGE>


FOREIGN PERSONAL HOLDING COMPANY

If at any time during a taxable year more than 50% of the total combined voting
power or the total value of the Company's outstanding shares is owned, actually
or constructively, by five or fewer individuals who are citizens or residents of
the United States and 60% (50% after the first tax year) or more of the
Company's gross income for such year was derived from certain passive sources
(e.g. from interest income received from its subsidiaries), the Company would be
treated as a "foreign personal holding company." In that event, U.S. Holders
that hold common shares of the Company would be required to include in gross
income for such year their allocable portions of such passive income to the
extent the Company does not actually distribute such income.

The Company does not believe that it currently has the status of a "foreign
personal holding company". However, there can be no assurance that the Company
will not be considered a foreign personal holding company for the current or any
future taxable year.

FOREIGN INVESTMENT COMPANY

If 50% or more of the combined voting power or total value of the Company's
outstanding shares are held, actually or constructively, by citizens or
residents of the United States, United States domestic partnerships or
corporations, or estates or trusts other than foreign estates or trusts (as
defined by the Code Section 7701(a)(31), and the Company is found to be engaged
primarily in the business of investing, reinvesting, or trading in securities,
commodities, or any interest therein, it is possible that the Company might be
treated as a "foreign investment company" as defined in Section 1246 of the
Code, causing all or part of any gain realized by a U.S. Holder selling or
exchanging common shares of the Company to be treated as ordinary income rather
than capital gains.

PASSIVE FOREIGN INVESTMENT COMPANY

As a foreign corporation with U.S. Holders, the Company could potentially be
treated as a passive foreign investment company ("PFIC"), as defined in Section
1297 of the Code, depending upon the percentage of the Company's income which is
passive, or the percentage of the Company's assets which is held for the purpose
of producing passive income.

Certain United States income tax legislation contains rules governing PFICs,
which can have significant tax effects on U.S. shareholders of foreign
corporations. These rules do not apply to non-U.S. shareholders. Section 1297
(a) of the Code defines a PFIC as a corporation that is not formed in the United
States and, for any taxable year, either (I) 75% or more of its gross income is
"passive income", which includes interest, dividends and certain rents and
royalties or (ii) the average percentage, by fair market value (or, if the
company is a controlled foreign corporation or makes an election, by adjusted
tax basis), of its assets that produce or are held for the production of
"passive income" is 50% or more. The taxation of a US shareholder who owns stock
in a PFIC is extremely complex and is therefore beyond the scope of this
discussion. Management urges US persons to consult with their own tax advisors
with regards to the impact of these rules.


CONTROLLED FOREIGN CORPORATION

A Controlled Foreign Corporation (CFC) is a foreign corporation more than 50% of
whose stock by vote or value is, on any day in the corporation's tax year, owned
(directly or indirectly) by U.S. Shareholders. If more than 50% of the voting
power of all classes of stock entitled to vote is owned, actually or
constructively, by citizens or residents of the United States, United States
domestic partnerships and corporations or estates or trusts other than foreign
estates or trusts, each of whom own actually or constructively 10% or more of
the total combined voting power of all classes of stock of the Company could be
treated as a "controlled foreign corporation" under Subpart F of the Code. This
classification would affect many complex results, one of which is the inclusion


                                       68
<PAGE>


of certain income of a CFC, which is subject to current U.S. tax. The United
States generally taxes United States Shareholders of a CFC currently on their
pro rata shares of the Subpart F income of the CFC. Such United States
Shareholders are generally treated as having received a current distribution out
of the CFC's Subpart F income and are also subject to current U.S. tax on their
pro rata shares of the CFC's earnings invested in U.S. property. The foreign tax
credit described above may reduce the U.S. tax on these amounts. In addition,
under Section 1248 of the Code, gain from the sale or exchange of shares by a
U.S. Holder of common shares of the Corporation which is or was a United States
Shareholder at any time during the five-year period ending with the sale or
exchange is treated as ordinary income to the extent of earnings and profits of
the Company (accumulated in corporate tax years beginning after 1962, but only
while the shares were held and while the Company was "controlled") attributable
to the shares sold or exchanged. If a foreign corporation is both a PFIC and a
CFC, the foreign corporation generally will not be treated as a PFIC with
respect to the United States Shareholders of the CFC. This rule generally will
be effective for taxable years of United States Shareholders beginning after
1997 and for taxable years of foreign corporations ending with or within such
taxable years of United States Shareholders. The PFIC provisions continue to
apply in the case of PFIC that is also a CFC with respect to the U.S. Holders
that are less than 10% shareholders. Because of the complexity of Subpart F, a
more detailed review of these rules is outside of the scope of this discussion.

The amount of any backup withholding will not constitute additional tax and will
be allowed as a credit against the U.S. Holder's federal income tax liability.

FILING OF INFORMATION RETURNS. Under a number of circumstances, United States
Investor acquiring shares of the Company may be required to file an information
return with the Internal Revenue Service Center where they are required to file
their tax returns with a duplicate copy to the Internal Revenue Service Center,
Philadelphia, PA 19255. In particular, any United States Investor who becomes
the owner, directly or indirectly, of 10% or more of the shares of the Company
will be required to file such a return. Other filing requirements may apply, and
management urges United States Investors to consult their own tax advisors
concerning these requirements.

F.  DIVIDENDS AND PAYING AGENTS

Not applicable

G.  STATEMENTS BY EXPERTS

Not applicable

H.  DOCUMENTS ON DISPLAY

The documents included as exhibits in Item 19 of this Report have been filed
with the Securities and Exchange Commission ("SEC") with the Company's reports
on Forms 6-K and 20-F, and may be reviewed at the SEC's public reference room at
450 Fifth Street, N.W., Washington D.C. 20549. Copies may be obtained, upon
payment of a duplication fee, by writing the SEC or reviewed on the SEC's
website (http://www.sec.gov) or at the American Stock Exchange, 86 Trinity
Place, New York, New York 10006.

ITEM 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's mineral properties are all currently at the exploration stage and
the Company's operations are limited to exploring those properties. Therefore,
Seabridge's market risks are minimal. The Company does, however, have future
property payments due in United States currency. As a Canadian Company,


                                       69
<PAGE>


Seabridge's cash balances are kept in Canadian funds. Therefore, Seabridge is
exposed to some exchange rate risk. The Company considers the amount of risk to
be manageable and does not currently, nor is likely in the foreseeable future,
conduct hedging to reduce its exchange rate risk.

The Company has the following total anticipated required property, royalty and
tax payments due in US dollars for the next 3 fiscal years by individual
property:

<TABLE>
<CAPTION>
                                                 Payments Due
                                                     (US$)
PROPERTY                           2005              2006             2007

<S>                                <C>              <C>             <C>
Grassy Mountain                    $92,200          $97,200         $102,200
Quartz Mountain (1)                $10,000          $10,000          $10,000
Castle/Black Rock                  $42,250          $42,250          $42,250
Hog Ranch                          $47,000          $49,500          $52,000
Other Nevada Properties           $412,500         $437,500         $465,500

(1) The Quartz Mountain Property is currently under option to Quincy Resources
who is required to pay all required holding costs during the option period.
</TABLE>

The Company maintains a significant amount of cash and cash equivalents as well
as in short term deposits. The Company relies upon this cash to meet its future
needs. As the funds are in interest bearing accounts, the Company has some
interest rate risk. However, as the Company is primarily concerned with the
preservation of the capital for anticipated general and property expenditures
and is not dependent upon the interest from these accounts to meet its ongoing
requirements, management considers the interest rate risk to be minimal and to
have little to no effect on the Company's operations.

Competitive Environment

The Company competes with other resource companies for exploration properties,
joint venture agreements and for the acquisition of attractive gold companies.
There is a risk that this competition could increase the difficulty of
concluding a negotiation on terms that Seabridge considers acceptable.

ITEM 12.  DESCRIPTION OF OTHER SECURITIES

Not Applicable

                                     PART II


ITEM 13.  DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None


ITEM 14.  MATERIAL MODIFICATIONS OF RIGHTS OF SECURITIES HOLDERS AND USE OF
PROCEEDS

None


                                       70
<PAGE>


ITEM 15. CONTROLS AND PROCEDURES

The Company's Chief Executive Officer and President and its Chief Financial
Officer have evaluated the effectiveness of the Company's disclosure controls
and procedures as such term is defined under Rules 13a-15(e) and 15d-15(e) of
the U.S. Securities Exchange Act of 1934 (the "Exchange Act") as of the end of
the period covered by this Report. Based on this evaluation, these officers have
concluded that, as of the end of such period, the Company's controls and
procedures are effective in recording, processing, summarizing and reporting, on
a timely basis, information required to be disclosed by the Company in its
reports that it files or submits under the Exchange Act.

There have been no significant changes in the Company's internal controls and
procedures that could materially affect these controls and procedures subsequent
to the date of the Company's most recent evaluation.

ITEM 16A.  AUDIT COMMITTEE FINANCIAL EXPERT

The Company's Board of Directors has determined that Dr. Vahid Fathi, Chairman
of the Audit Committee and an independent director of the Company, is an "audit
committee financial expert."

ITEM 16B.  CODE OF ETHICS

The Code of Ethics, formally adopted by the Company in March 2005, is attached
hereto as Exhibit 11 to this Annual Report.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The aggregate fees billed for each of the last two fiscal years for professional
services rendered by KPMG, the Company's Auditors, are as follows:

<TABLE>
<CAPTION>
                                           2004             2003
                                           ----             ----
<S>                                     <C>              <C>
Audit fees                              $50,000          $30,000
Audit related fees                       22,300           31,000
Tax Fees                                      0                0
All Other Fees                                0                0
                                    -----------      -----------
                                        $72,300          $61,000
                                    -----------      -----------
</TABLE>

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not Applicable

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Not Applicable


                                    PART III


                                       71
<PAGE>


ITEM 17.  FINANCIAL STATEMENTS

The Company's financial statements 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 Note 12 to the 2004 audited financial statements.

The financial statements as required under ITEM #17 are attached hereto and
found immediately following the text of this Annual Report.


ITEM 18.  FINANCIAL STATEMENTS

The Company has elected to provide financial statements pursuant to ITEM #17. .

ITEM 19.  EXHIBITS

A.   The financial statements thereto as required under ITEM #17 are attached
hereto and found immediately following the text of this Annual Report.

AUDITED FINANCIAL STATEMENTS

Auditor's Report, dated March 18, 2005.

Consolidated Balance Sheets at December 31, 2004 and 2003

Consolidated Statements of Earnings (Loss) for the years ended December 31,
2004, 2003 and 2002.

Consolidated Statements of Cash Flows for the years ended December 31, 2004,
2003, and 2002.

Consolidated Statements of Retained Earnings (Deficit) for the years ended
December 31, 2004, 2003, and 2002.

Notes to Consolidated Financial Statements

B.   Other Exhibits

1.   Certificate of Incorporation, Certificates of Name Change, Articles of
     Incorporation, Articles of Amalgamation and By-Laws (filed as Exhibit 1 to
     the Company's Registration Statement on Form 20-F, dated February 18, 2004,
     (File No. 000-50657) (the "Initial Form 20-F") and incorporated herein by
     reference thereto).

2.   Instruments defining the rights of holders of the securities being
     registered (see Exhibit Number 1).

3.   Voting Trust Agreements - N/A

4.   Material Contracts

     1.   Agreement for the purchase and sale of the Red Mountain Project and
          Willoughby Joint Venture between Seabridge and North American Metals
          Corp. (incorporated by reference to Exhibit 4-1 in Initial Form 20-F).


                                       72
<PAGE>


     2.   Agreement between the Company and Platoro West Incorporated covering
          the Castle/Black Rock project (incorporated by reference to Exhibit
          4-2 in Initial Form 20-F).
     3.   Agreement between the Company and Platoro West Incorporated covering
          the Hog Ranch project (incorporated by reference to Exhibit 4-3 in
          Initial Form 20-F).
     4.   Agreement between the Company and Placer Dome covering the
          Kerr/Sulphurets project (incorporated by reference to Exhibit 4-4 in
          Initial Form 20-F).
     5.   Agreement between the Company and Atlas covering the Grassy Mountain
          project (incorporated by reference to Exhibit 4-5 in Initial Form
          20-F).
     6.   Agreement between the Company and Quartz Mountain Resources covering
          the Quartz Mountain project (incorporated by reference in Exhibit 4-9
          in Initial Form 20-F).
     7.   Agreement between the Company and Noranda Inc. covering the
          Kerr/Sulphurets project (incorporated by reference to Exhibit 4-7 in
          Initial Form 20-F).
     8.   Agreement between the Company, Newmont Canada and Total Resources
          covering the Courageous Lake project (incorporated by reference to
          Exhibit 4-8 in Initial Form 20-F).
5.   List of Foreign Patents - N/A
6.   Calculation of earnings per share - N/A
7.   Explanation of calculation of ratios - N/A
8.   List of Subsidiaries
     a)   Seabridge Gold Corporation, a Nevada corporation incorporated December
          28, 2001, 100% owned.
     b)   Pacific Intermountain Gold Corporation, a Nevada corporation
          incorporated on April 26, 2002, 100% owned
     c)   5073 N.W.T. Limited, a company incorporated under the laws of the
          Northwest Territories on July 9, 2002, 100% owned.

9. Statement pursuant to the instructions to Item 8.A.4, regarding the financial
statements filed in registration statements for initial public offerings of
securities - N/A

10.  Rule 104 Notice - N/A

11.  (*) Code of Ethics

12.  Certifications

     12.1(*) Rule13a-14(a)/Rule15d-14(a) Certification of Chief Executive
     Officer

     12.2(*) Rule 13a14(a)/Rule 15d-14(a) Certification of Chief Financial
     Officer

13.  Rule 13a-14(b) Certifications

     13.1(*) Certification of Chief Executive Officer pursuant to Section 906 of
     the Sarbanes-Oxley Act of 2002

     13.2(*) Certification of Chief Financial Officer pursuant to Section 906 of
     the Sarbanes-Oxley Act of 2002

14.  Opinion - N/A

(*) Filed herewith


                                       73
<PAGE>


SEABRIDGE GOLD INC.
DECEMBER 31, 2004

MANAGEMENT'S DISCUSSION AND ANALYSIS
The following is a discussion of the results of operations and financial
condition of Seabridge Gold Inc. and its subsidiary companies for the years
ended December 31, 2004, December 31, 2003 and December 31, 2002. This report is
dated March 18, 2005.

As the Company has no revenue generating projects at this time, its ability to
carry out its business plan rests with its ability to secure equity and other
financings.

Company Overview
Seabridge Gold Inc. is a development stage company engaged in the acquisition
and exploration of gold properties located in North America. The Company is
designed to provide its shareholders with maximum leverage to a rising gold
price. Over the past five years, when the price of gold was lower than it is
today, Seabridge acquired 100% interests in eight advanced-stage gold projects
situated in North America. As the price of gold has moved higher over the past 2
years, Seabridge has commenced exploration activities and engineering studies at
several of its projects. Seabridge's principal projects include the Courageous
Lake property located in the Northwest Territories, the Kerr-Sulphurets and Red
Mountain properties both located in British Columbia and the Grassy Mountain
property located in Oregon. Seabridge's common shares trade in Canada on the TSX
Venture Exchange under the symbol "SEA" and in the United States on the American
Stock Exchange under the symbol "SA".

<TABLE>
<CAPTION>
SELECTED ANNUAL INFORMATION

  SUMMARY OPERATING RESULTS ($)                    2004              2003              2002
  ----------------------------------    ----------------    --------------    --------------
<S>                                        <C>              <C>                <C>
  Interest income                                83,000           107,000            86,000
  Operating costs                             1,940,000         1,103,000         1,710,000
  Write off of mineral properties                     -           342,000             6,000
  Loss                                        1,226,000         1,338,000         1,630,000
  Loss per share                                   0.04              0.05              0.10

  SUMMARY BALANCE SHEETS ($)                       2004              2003              2002
                                        ----------------    --------------    --------------
  Current assets                              4,396,000         4,223,000         3,893,000
  Mineral interests                          20,999,000        16,635,000         9,018,000
  Total assets                               27,172,000        22,869,000        14,143,000

  Total long-term liabilities                 1,293,000         1,378,000         2,017,000
</TABLE>

RESULTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2004 COMPARED TO YEAR ENDED DECEMBER 31, 2003
The Net Loss for the year ended December 31, 2004 totaled $1,226,000 or $0.04
per share compared to $1,338,000, or $0.05 per share for the year ended December
31, 2003. The loss in 2004 was reduced by a $575,000 income tax recovery largely
relating to the recognition of the Company's tax assets after renouncing the
Canadian Exploration Expenses to the investors of the flow-through financings
completed in 2003. Also in 2004, Pacific Intermountain Gold Inc. ("PIGCO") a
subsidiary of the Company sold shares which it had received on optioning out a
mineral property resulting in a gain of $75,000 offset by $19,000 representing
the minority interest in the gain. Corporate and general expenses increased by
$867,000 in 2004 over 2003. Approximately 39% of this increase was due to
increased investor relations activities including listing on the American Stock
Exchange and investor communications. Approximately 27% of the increase in
corporate and general expenses was due to higher salaries and benefits for
senior personnel and the hiring of a Chief Financial Officer. A further 15% of
the increase reflects a full year of directors' fees which the Company commenced
paying in mid 2003 as well as the introduction of a comprehensive directors and
officers liability insurance policy. About 12% of the increase was due to the
recognition of the accretion for costs of reclamation liabilities. Finally,
about 6% of the increase was due to higher costs of regulatory compliance,
principally accounting and legal fees required by changes in regulations. In
2003, the Company wrote off the Tobin Basin exploration project in Nevada
amounting to $342,000 due to unsuccessful exploration results.

YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002
The Net Loss for the year ended December 31, 2003 totaled $1,338,000, or $0.05
per share, compared to a net loss of $1,630,000, or $0.10 per share, for the
year ended December 31, 2002. Interest income was higher in 2003 ($107,000
compared to $86,000 in 2002) as higher cash balances from funds received from
convertible Notes and Private Placements were invested in short-term secure
investments. The change in loss in 2003 was due to a number of factors.
Management and consulting fees were higher in 2003 due to new personnel and the


                                       74
<PAGE>


commencement of paying directors fees amounting to $49,000. In 2002 a greater
number of stock options were granted resulting in stock option compensation
expense amounting to $520,000 compared to $132,000 in the current year. Investor
communications fees were reduced during 2003 at $171,000 compared to $234,000 in
2002. Professional fees were lower overall in 2003 at $136,000 compared to
$163,000 in 2002 with lower legal and consulting fees due to lesser number of
project acquisitions. Debenture interest was reduced in 2003 at $12,000 compared
to $122,000 in 2002 as the second convertible debenture was converted into
common shares of the Company in April 2003. In 2002, the Company recorded an
exploration expense of $189,000 in connection with the Pacific Intermountain
Gold Inc. acquisition. In 2003, the Company wrote off the Tobin Basin project in
Nevada amounting to $342,000 due to unsuccessful exploration results.

<TABLE>
<CAPTION>
Quarterly Information
Selected financial information for each of the last eight quarters ending
December 31, 2003 is as follows (unaudited):


--------------------------- ----------------------- ---------------------- --------------------- -------------------
                              4th Quarter Ended       3rd Quarter Ended     2nd Quarter Ended    1st Quarter Ended
                              December 31, 2004      September 30, 2004       June 30, 2004        March 31, 2004
--------------------------- ----------------------- ---------------------- --------------------- -------------------
<S>                            <C>                     <C>                    <C>                   <C>
Revenue                        $       Nil             $       Nil            $       Nil           $       Nil
(Profit (loss) for period      $   (400,000)           $  (418,000)           $   (517,000)         $    109,000
Loss per share                 $        0.01           $       0.01           $        0.02         $         -
--------------------------- ----------------------- ---------------------- --------------------- -------------------


--------------------------- ----------------------- ---------------------- --------------------- -------------------
                              4th Quarter Ended       3rd Quarter Ended     2nd Quarter Ended    1st Quarter Ended
                              December 31, 2003      September 30, 2003       June 30, 2003        March 31, 2003
--------------------------- ----------------------- ---------------------- --------------------- -------------------
Revenue                        $       Nil             $       Nil            $       Nil           $       Nil
Loss for period                $   (623,000)           $  (245,000)           $   (231,000)         $  (239,000)
Loss per share                 $        0.02           $       0.01           $        0.01         $      0.01
--------------------------- ----------------------- ---------------------- --------------------- -------------------
</TABLE>

The profit in the first quarter of 2004 was due to the recognition of the
Company's tax assets after renouncing the Canadian Exploration Expenses to the
investors of the flow-through financings completed in 2003. The loss in the
fourth quarter of 2003 was higher than previous quarters due to the write off of
the Tobin Basin exploration project which amounted to $342,000.

MINERAL INTEREST ACTIVITIES
During the year ended December 31, 2004, the Company incurred net expenditures
of $6,714,000 on mineral interests compared to $5,523,000 in the year ended
December 31, 2003. Of the expenditures incurred in the 2004 period, $3,730,000
was expended at its Courageous Lake project where the Company completed a
10,000-meter diamond drill program and on a Preliminary Economic Assessment
("PEA") being prepared by independent consultants. The drill program expanded
the strike length of the FAT (felsic-ash-tuff) deposit by approximately 300
meters to the south and resulted in the preparation of a new independent
resource model for the project which confirmed at a 1.0 gram per tonne cut-off
grade a 15% increase in the average grade of the FAT deposit and a 12% increase
in gold resources. The new resource model is now being incorporated in the PEA
which is expected to be completed in April 2005. In addition, the Company paid
US$1,500,000 in February 2004 to the vendors of the Courageous Lake project,
thereby satisfying the final contingent acquisition payment based on the price
of gold. This amount was accrued as a liability in December 2003 in the amount
of $1,945,000. During 2004, the Company also engaged SRK Consulting to update
the resource estimate for the Red Mountain project by evaluating areas outside
of zones where previous estimates of resources had been determined. The SRK
study increased gold resources at Red Mountain by 34% over previous estimates.
The balance of expenditures on mineral interests during 2004 was related to
project holding costs, including underlying lease payments and payments to
government agencies for claim maintenance.

During 2004, Noranda (Seabridge's joint venture partner) conducted field
programs at Kerr-Sulphurets designed to explore outside the known deposits in
order to expand the known resources. The programs consisted of mapping, rock and
soil sampling, and IP surveys. For 2005, Noranda is planning to conduct a
$1,000,000 helicopter supported drill program targeting untested mineralized
zones and geophysical anomalies.

During 2005, the Company plans to expend approximately $4.4 million on mineral
interests. Approximately $3.0 million of these planned expenditures will be
associated with Courageous Lake including a new 7, 500-meter drill program to
test further strike extensions of the FAT deposit and completion of the PEA. The
balance of planned mineral interest expenditures for 2005 will include ongoing
holding costs at its projects as well a reconnaissance activities on a number of
its earlier staged projects in Nevada.


                                       75
<PAGE>


Liquidity and Capital Resources
The ability of the Company to successfully acquire additional advanced-stage
gold projects or to advance the projects already acquired is conditional on its
ability to secure financing when required. The Company proposes to meet any
additional financing requirements through the exercise of outstanding warrants,
or arranging other forms of equity financing. In light of the continually
changing financial markets, there is no assurance that new funding will be
available at the times required or desired by the Company.

YEAR ENDED DECEMBER 31, 2004
The Company's working capital position, at December 31, 2004, was $4,220,000 an
increase of $2,334,000 compared to $1,886,000 at the prior year-end. Included in
working capital, in 2004, was $1,170,000 (2003 - $1,526,000) in cash from
flow-through share financings which will be used in 2005 for exploration at the
Courageous Lake property. Included in accounts payable at December 31, 2003 was
an amount of US$1,500,000 (CDN$1,949,750) due under the terms of the acquisition
agreement to the former owners of the Courageous Lake property as the price of
gold reached US$400 in December 2003. In April 2004, the Company secured an
equity financing of $5.4 million in gross proceeds consisting of 1,200,000
common shares at $4.50 per share. In September 2004, the Company completed a
$2.3 million flow-through financing consisting of 505,000 common shares at $4.50
per share. Also in 2004, the Company received cash of $563,000 from the exercise
of warrants and $213,000 from the exercise of options. In 2004, total financing
received was $8,241,000 compared to $7,467,000 in 2003. In February 2005, the
Company secured an additional $2.1 million in flow-through financing consisting
of 500,000 common shares at $4.25 per share. This amount plus flow-through funds
on hand at December 31, 2004, is expected to satisfy planned expenditures on
Courageous Lake for 2005. Other funds on hand plus anticipated exercise of
warrants by June 2005 are expected to provide adequate working capital for other
projects costs plus corporate and administrative expenses.

Cash and short-term deposits at December 31, 2004 were $2,788,000, up from
$2,443,000 at December 31, 2003. In addition to the stated cash and short-term
deposits, the Company had $1,170,000 in cash from flow-through share financings
which will be used in 2005 for exploration at the Courageous Lake property.
Operations activities used $1,764,000 in 2004 compared to $816,000 in the prior
year due to increased corporate activities in 2004 including listing the Company
on the American Stock Exchange. Cash expenditures on Mineral Interests including
the capital assets were $6,714,000 comparable to the $5,555,000 cash
expenditures in 2003. The major property expenditures in 2004 were for
Courageous Lake exploration and to a much smaller extent Grassy Mountain
exploration and for the PIGCO property land maintenance costs.

YEAR ENDED DECEMBER 31, 2003
The Company's working capital position, at December 31, 2003, was $1,889,000, a
decrease of $1,930,000 compared to $3,819,000 at the prior year-end. Included in
working capital, in 2003, was $1,526,000 in cash from flow-through share
financings which will be used in 2004 for exploration at the Courageous Lake
property. Included in accounts payable at December 31, 2003 was an amount of
US$1,500,000 (CDN$1,949,750) due under the terms of the acquisition agreement to
the former owners of the Courageous Lake property as the price of gold reached
US$400 in December 2003.

Cash and short-term deposits at December 31, 2003 were $2,443,000, down from
$3,624,000 at December 31, 2002. In addition to the stated cash and short-term
deposits, the Company had $1,526,000 in cash from flow-through share financings
which will be used in 2004 for exploration at the Courageous Lake property.
Operations activities used $816,000 in 2003 compared to $982,000 in the prior
year due to lower overall cash operating expenditures in 2003. Cash expenditures
on Mineral Interests were $5,523,000 comparable to the $5,855,000 cash
expenditures in 2002. The major property expenditures in 2003 were for the
Courageous Lake acquisition and exploration, the Grassy Mountain acquisition and
for the PIGCO properties. As part of the Grassy Mountain acquisition, an
investment in shares of a private exploration company was made for US$500,000
(CDN$749,450). The private company subsequently merged with another private
exploration company and it is expected that the resulting company will become
public during 2005. Financing activities in 2003 included equity issuances
including warrant and option exercises that provided cash of $7,467,000 similar
to the $7,278,000 in 2002. The financing sources included a private placement,
two flow-through private placements, and option and warrant exercises. In
addition, the $800,000 convertible debenture, which was outstanding at December
31, 2002, was converted along with interest due thereon into common shares of
the Company in April 2003.

YEAR ENDED DECEMBER 31, 2002
The Company's working capital position, at December 31, 2002, was $3,819,000.
Cash and short-term deposits were $3,624,000. Operations used $982,000 in 2002
compared to $276,000 in the prior year as expenses increased and the Company
also paid out prior year payables. Investments were made on Mineral Interests
expenditures of $5,855,000, up from $1,047,000 as the Company acquired new
projects including Courageous Lake, the PIGCO properties as well as smaller ones
and commenced exploration thereon. Liabilities and minority interest decreased
to $2,091,000 as the Convertible debenture of $2 million owed at the end of 2001
was converted into common shares and an additional $800,000 was secured in 2002.
In addition, a minority interest was recorded on the incorporation of the new
subsidiary Pacific Intermountain Gold Inc. Financing Activities provided cash of
$7,278,000 from the issuance of common shares including private placements and
the exercise of options and warrants and $800,000 from the issuance of a
convertible debenture.


                                       76
<PAGE>


A private placement of 3,200,000 Units closed in 2002 at a price of $1.70 per
unit. Each unit consisted of 1 common share and 1/2 of a common share purchase
warrant exercisable for one year at $1.90. The financing was arranged to pay the
up-front cash costs associated with the acquisition of the Courageous Lake gold
project. Also during the year ended December 31, 2002, the Company arranged a
second convertible debenture financing for $800,000 to Pan Atlantic Bank and
Trust Ltd. The debenture paid interest at 5% per year and, at the option of the
holder, was convertible into common shares of the Company at the exercise price
of $0.80 for the first two years, $0.90 for the third year and $1.00 per share
in the fourth year. Interest for the first two years was to be accrued and added
to the principal amount. The Company had the option to force conversion of the
debenture into common shares if certain share price and trading volume
thresholds were met. In April 2003, this conversion was implemented and the
Company issued 1,051,272 common shares for the debenture and accrued interest.

<TABLE>
<CAPTION>
CONTRACTUAL OBLIGATIONS ($,000)                                    Payments due by period
-----------------------------------   ------------------------------------------------------------------
                                             Total       2005       2006-8       2009-10     After 2010
-----------------------------------   ------------------------------------------------------------------
<S>                                          <C>        <C>          <C>           <C>           <C>
Mineral interests                            9,270      1,219        3,876         2,777         1, 398
Reclamation liabilities                      1,293          -            -             -          1,293
                                      ------------------------------------------------------------------
                                            10,563      1,219        3,876         2,777          2,691
                                      ------------------------------------------------------------------
</TABLE>

Amounts shown for mineral interests include option payments and mineral lease
payments that are required to maintain the Company's interest in the mineral
projects.

OUTLOOK
During 2005, the Company will continue to make exploration expenditures to
advance its major project being Courageous Lake and to review its other projects
for possible joint venture opportunities while at the same time ensuring that
funding is available for its project holding costs and other corporate
requirements.

SHARES ISSUED AND OUTSTANDING

At March 18, 2005, the issued and outstanding common shares of the Company
totaled 30,219,785. In addition, there are 1,948,900 stock options granted (of
which 700,000 are unexercisable and are contingent upon achieving certain future
goals) and 287,500 warrants issued and outstanding. On a fully diluted basis
there would be 32,456,185 common shares issued and outstanding.

RELATED PARTY TRANSACTIONS
During the year ended December 31, 2004; a private company controlled by a
director of the Company was paid $57,000 (2003 - $27,000) for technical services
provided by his company related to mineral properties; a private company
controlled by a second director was paid $133,000 (2003 - $60,000) for corporate
consulting services rendered; and outstanding accounts payable to directors was
$41,000.

These transactions were in the normal course of operations and were measured at
the exchange amount, which is the amount of consideration established and agreed
to by the related parties.

Insiders of the Company purchased 350,000 of the common shares in the private
placement which closed in April 2004.

RISKS AND UNCERTAINTIES

EXPLORATION AND DEVELOPMENT RISKS
The business of exploring for minerals involves a high degree of risk. Few
properties that are explored are ultimately developed into producing mines. At
present, none of the Company's properties have a known body of commercial ore.
The mineral resource estimates set out herein are not mineral reserves and do
not have demonstrated economic viability. Major expenses may be required to
establish ore reserves, to develop metallurgical processes and to construct
mining and processing facilities at a particular site. It is impossible to
ensure that the current exploration programs planned by the Company will result
in a profitable commercial mining operation.

Financing Risks
The Company has limited financial resources, has no operating cash flow and has
no assurance that sufficient funding will be available to it for further
exploration and development of its projects or to fulfill its obligations under
any applicable agreements. There can be no assurance that the Company will be
able to obtain adequate financing in the future or that the terms of such
financing will be favourable. Failure to obtain such additional financing could
result in delay or indefinite postponement of further exploration and


                                       77
<PAGE>


development of its projects with the possible forced sale or loss of such
properties. The Company will require additional financing if ongoing exploration
of its properties is warranted.

MINERAL INTERESTS
Mineral interests represent the capitalized expenditures related to the
exploration and development of mineral properties. Upon commencement of
commercial production, all related capital expenditures for any given mining
interest are amortized over the estimated economic life of the property. If a
property is abandoned or deemed economically unfeasible, the related project
balances are written off.


Changes in Canadian Accounting Recommendations
ACCOUNTING FOR ASSET RETIREMENT OBLIGATIONS
In March 2003, the CICA issued Section 3110, "Accounting for Asset Retirement
Obligations." Under this Section, the Company records the full amount of any
obligation associated with the asset retirement, such as the reclamation
associated with the end of a mine's life, as a liability. At the same time, a
corresponding asset is recorded which is depreciated over the life of the asset.
The Company adopted Section 3110 on January 1, 2004 The Company has determined
that the impact of implementation of these guidelines on its prior year
consolidated financial statements was not material.


CRITICAL ACCOUNTING ESTIMATES
Critical accounting estimates used in the preparation of the consolidated
financial statements include the Company's estimate of recoverable value of its
mineral properties and related deferred exploration expenditures as well as the
value of stock-based compensation. Both of these estimates involve considerable
judgment and are, or could be, affected by significant factors that are out of
the Company's control.

The factors affecting stock-based compensation include estimates of when stock
options and compensation warrants might be exercised and the stock price
volatility. The timing for exercise of options is out of the Company's control
and will depend upon a variety of factors, including the market value of the
Company's shares and financial objectives of the stock-based instrument holders.
The Company used historical data to determine volatility in accordance with the
Black-Scholes model. However, the future volatility is uncertain and the model
has its limitations.

The Company's recoverability of its recorded value of its mineral properties and
associated deferred exploration expenses is based on market conditions for
minerals, underlying mineral resources associated with the properties and future
costs that may be required for ultimate realization through mining operations or
by sale. The Company is in an industry that is dependent on a number of factors
including environmental, legal and political risks, the existence of
economically recoverable reserves, the ability of the Company and its
subsidiaries to obtain necessary financing to complete the development, and
future profitable production or the proceeds of disposition thereof.

Forward Looking Statements
These consolidated financial statements and management's discussion and analysis
contain certain forward-looking statements relating but not limited to the
Company's expectations, intentions, plans and beliefs. Forward-looking
information can often be identified by forward-looking words such as
"anticipate", "believe", "expect", "goal", "plan", "intend", "estimate", "may"
and "will" or similar words suggesting future outcomes, or other expectations,
beliefs, plans, objectives, assumptions, intentions or statements about future
events or performance. Forward-looking information may include reserve and
resource estimates, estimates of future production, unit costs, costs of capital
projects and timing of commencement of operations, and is based on current
expectations that involve a number of business risks and uncertainties. Factors
that could cause actual results to differ materially from any forward-looking
statement include, but are not limited to, failure to establish estimated
resources and reserves, the grade and recovery of ore which is mined varying
from estimates, capital and operating costs varying significantly from
estimates, delays in obtaining or failures to obtain required governmental,
environmental or other project approvals, inflation, changes in exchange rates,
fluctuations in commodity prices, delays in the development of projects and
other factors. Forward-looking statements are subject to risks, uncertainties
and other factors that could cause actual results to differ materially from
expected results.

Potential shareholders and prospective investors should be aware that these
statements are subject to known and unknown risks, uncertainties and other
factors that could cause actual results to differ materially from those
suggested by the forward-looking statements. Shareholders are cautioned not to
place undue reliance on forward-looking information. By its nature,
forward-looking information involves numerous assumptions, inherent risks and
uncertainties, both general and specific, that contribute to the possibility
that the predictions, forecasts, projections and various future events will not
occur. The Company undertakes no obligation to update publicly or otherwise
revise any forward-looking information whether as a result of new information,
future events or other such factors which affect this information, except as
required by law.


                                       78
<PAGE>


MANAGEMENT'S REPORT

The management of Seabridge Gold Inc. is responsible for the preparation of the
consolidated financial statements as well as the financial and other information
contained in the annual report. Management maintains an internal control system
in order to provide reasonable assurance as to the reliability of financial
information and the safeguarding of assets.

The consolidated financial statements are prepared in accordance with generally
accepted accounting principles in Canada and necessarily include amounts
determined in accordance with estimates and judgments made by management. KPMG
LLP, the external auditors, express their opinion on the consolidated financial
statements in the annual report.

The Board of Directors, through the Audit Committee, is responsible for ensuring
that management fulfills its responsibilities for financial reporting and
internal control.

The financial statements of the Company have been approved by the Board of
Directors.


Rudi P. Fronk
President & CEO
March 18, 2005

AUDITORS' REPORT TO THE SHAREHOLDERS

We have audited the consolidated balance sheets of Seabridge Gold Inc. as at
December 31, 2004 and 2003 the consolidated statements of operations and deficit
and cash flows for each of the years in the three-year period ended December 31,
2004. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing
standards and the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform an audit to
obtain reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.

In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at December 31, 2004
and 2003 and the results of its operations and its cash flows for each of the
years in the three year period then ended in accordance with Canadian generally
accepted accounting principles.

Canadian generally accepted accounting principles vary in certain significant
respects from accounting principles generally accepted in the United States of
America. Information relating to the nature and effect of such differences is
presented in Note 11 to the consolidated financial statements.


Chartered Accountants
Toronto, Canada
March 18, 2005


COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA-U.S. REPORTING DIFFERENCE

In the United States, reporting standards for auditors require the addition of
an explanatory paragraph following the opinion paragraph when there is a change
in accounting principles that has a material effect on the comparability of the
Company's financial statements, such as the change described in Note 11 to the
consolidated financial statements. Our report to the shareholders dated March
18, 2005 is expressed in accordance with Canadian reporting standards which do
not require a reference to such change in accounting principles in the auditors'
report when the change is properly accounted for and adequately disclosed in the
financial statements.


Chartered Accountants
Toronto, Canada
March 18, 2005


                                       79
<PAGE>


<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2004 AND 2003
(IN CANADIAN DOLLARS)
------------------------------------------------------------------------------------------------------------------
                                                                                         2004              2003
------------------------------------------------------------------------------------------------------------------

                                                             ASSETS
<S>                                                                          <C>                 <C>
CURRENT ASSETS
     Cash and cash equivalents                                                $      157,502      $    1,551,999
       Cash held for exploration expenditures (Note 6)                             1,169,798           1,526,600
         Short-term deposits                                                       2,630,202             890,900
     Amounts receivable and prepaid expenses                                         278,815             138,349
     Marketable securities                                                           160,101             115,100
------------------------------------------------------------------------------------------------------------------
                                                                                   4,396,418           4,222,948

MINERAL INTERESTS (Note 3)                                                        20,998,671          16,634,873

INVESTMENT (Note 3(b))                                                               749,450             749,450

RECLAMATION DEPOSITS (Note 4)                                                      1,000,000           1,225,000

CAPITAL ASSETS                                                                        27,819              36,586
------------------------------------------------------------------------------------------------------------------
                                                                             $    27,172,358      $   22,868,857
==================================================================================================================

                                                           LIABILITIES
CURRENT LIABILITIES
     Accounts payable and accruals                                           $       176,354      $      392,640
     Due to vendors - Courageous Lake property (Note 3)                                    -           1,944,750
-------------------------------------------------------------------------------------------------------------------
                                                                                     176,354           2,337,390

PROVISIONS FOR RECLAMATION LIABILITIES  (Note 4)                                   1,293,449           1,189,289

MINORITY INTEREST (Note 3(h))                                                              -             188,644
-------------------------------------------------------------------------------------------------------------------
                                                                                   1,469,803           3,715,323
-------------------------------------------------------------------------------------------------------------------

                                                          SHAREHOLDERS'
                        EQUITY (Note 6)
SHARE CAPITAL                                                                     42,230,336          34,470,262
STOCK OPTIONS                                                                        703,926             609,941
SHARE PURCHASE WARRANTS                                                              100,625             179,375
CONTRIBUTED SURPLUS                                                                   19,500              19,500

DEFICIT                                                                          (17,351,832)        (16,125,544)
-------------------------------------------------------------------------------------------------------------------
                                                                                  25,702,555          19,153,534
-------------------------------------------------------------------------------------------------------------------
COMMITMENTS (Note 3 and 6(a))
SUBSEQUENT EVENTS (Notes 3(c) and 10                                         $    27,172,358      $   22,868,857
===================================================================================================================

See accompanying notes to consolidated financial statements
</TABLE>


ON BEHALF OF THE BOARD OF DIRECTORS


                                       80
<PAGE>


Rudi P. Fronk                                            James S. Anthony
Director                                                    Director


                                       81
<PAGE>


<TABLE>
<CAPTION>
Consolidated Statements of Operations and Deficit
FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(IN CANADIAN DOLLARS)
----------------------------------------------------------------------------------------------------------------------------
                                                                           2004                 2003                 2002
----------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                  <C>                  <C>

EXPENDITURES
     Corporate and general expenses                             $     1,829,054      $       962,315      $       914,260
     Stock option compensation (Note 6)                                 114,735              131,571              520,320
----------------------------------------------------------------------------------------------------------------------------

                                                                      1,943,789            1,093,886            1,434,580
----------------------------------------------------------------------------------------------------------------------------
     Interest income                                                    (82,763)            (107,165)             (85,836)
       Gain on sale of marketable securities                            (74,900)                   -                    -
     Foreign exchange gains                                             (3, 563)              (2,787)             (35,562)
     Interest expense - debentures                                            -               12,187              122,325
     Minority interest (Note 3(h))                                       18,725                    -              188,644
     Write-off of mineral properties (Note 3)                                 -              342,151                6,099
----------------------------------------------------------------------------------------------------------------------------

LOSS BEFORE INCOME TAXES                                              1,801,288            1,338,272            1,630,250
     Income tax recoveries (Note 6(a)(ii))                             (575,000)                   -                    -
----------------------------------------------------------------------------------------------------------------------------

NET LOSS FOR YEAR                                                     1,226,288            1,338,272            1,630,250

DEFICIT, BEGINNING OF YEAR                                           16,125,544           14,787,272           13,157,022
----------------------------------------------------------------------------------------------------------------------------

DEFICIT, END OF YEAR                                            $    17,351,832      $    16,125,544      $    14,787,272
============================================================================================================================

LOSS PER SHARE - basic and diluted                              $          0.04      $          0.05      $          0.10
============================================================================================================================

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING                        28,876,451           26,190,960           16,212,000
============================================================================================================================

See accompanying notes to consolidated financial statements
</TABLE>


                                       82
<PAGE>


<TABLE>
<CAPTION>
Consolidated Statements of Cash Flows
FOR THE YEARS ENDED DECEMBER, 2004, 2003 AND 2002
(IN CANADIAN DOLLARS)
----------------------------------------------------------------------------------------------------------------------------
                                                                            2004                  2003                  2002
----------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                  <C>                   <C>
CASH PROVIDED FROM (USED FOR) OPERATIONS
     Loss for year                                              $    (1,226,288)     $    (1,338,272)      $   (1,630,250)
     Items not involving cash
       Stock option compensation                                        114,735              131,571              520,320
       Minority interest                                                 18,725                    -              188,644
       Other                                                            104,160               12,187              122,325
       Amortization                                                       4,339                2,941                1,728
       Write-off of mineral properties                                        -              342,151                6,099
       Income tax recoveries                                           (580,800)                   -                    -
     Changes in non-cash working capital items
       Increase in amounts receivable and prepaid expenses             (109,911)             (45,395)             (45,412)
       Increase (Decrease) in accounts payable and accruals             (89,305)              78,611             (145,723)
----------------------------------------------------------------------------------------------------------------------------
                                                                     (1,764,345)            (816,206)            (982,269)
----------------------------------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES
     Mineral interests                                               (6,714,026)          (5,522,671)          (5,854,645)
     Short-term deposits                                             (1,739,302)           1,852,530           (2,743,430)
     Investment in exploration company (Note 3(b))                            -             (749,450)                   -
     Reclamation deposits                                               225,000                    -                    -
     Capital assets                                                           -              (32,722)              (2,476)
----------------------------------------------------------------------------------------------------------------------------

                                                                     (8,228,328)          (4,452,313)          (8,600,551)
----------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
     Issue of share capital and warrants                              8,241,374            7,467,020            7,278,168
     Convertible debentures                                                   -                    -              800,000
----------------------------------------------------------------------------------------------------------------------------

                                                                      8,241,374            7,467,020            8,078,168
----------------------------------------------------------------------------------------------------------------------------

NET CASH PROVIDED  (USED)                                            (1,751,299)           2,198,501           (1,504,652)

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                          3,078,599              880,098            2,384,750
----------------------------------------------------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS, END OF YEAR                          $     1,327,300      $     3,078,599       $      880,098
============================================================================================================================

CASH AND CASH EQUIVALENTS, END OF YEAR:
     Cash and cash equivalents                                  $       157,502       $     1,551,999       $      880,098
     Cash for exploration expenditures                                1,169,798             1,526,600                    -
----------------------------------------------------------------------------------------------------------------------------
                                                                $     1,327,300       $     3,078,599       $      880,098
============================================================================================================================

See accompanying notes to consolidated financial statements

</TABLE>


                                       83
<PAGE>


NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003
(IN CANADIAN DOLLARS, EXCEPT WHERE NOTED)
--------------------------------------------------------------------------------

1.   NATURE OF OPERATIONS The Company is engaged in the acquisition, exploration
     and development of mineral properties. To date, the Company has not earned
     significant revenues and is considered to be in the exploration stage. The
     ability of the Company to carry out its business plan rests with its
     ability to secure equity and other financings.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The consolidated financial
     statements of the Company have been prepared in accordance with generally
     accepted accounting principles in Canada. ("GAAP") which, except as noted
     in Note 11, are consistent in all material respects with generally accepted
     accounting principles in the United States of America.

     The consolidated financial statements have, in management's opinion, been
     properly prepared within reasonable limits of materiality and within the
     framework of the significant accounting policies summarized below:

     a)   PRINCIPLES OF CONSOLIDATION
          These consolidated financial statements include the accounts of
          Seabridge Gold Inc. and its wholly-owned subsidiaries, Seabridge Gold
          Corp., a company incorporated under the laws of the State of Nevada,
          USA, 5073 N.W.T. Limited, a company incorporated under the laws of the
          Northwest Territories of Canada; and Pacific Intermountain Gold Inc.
          ("PIGCO"), a company incorporated under the laws of the State of
          Nevada, USA. Prior to July 2004, PIGCO was 75% owned. All significant
          inter-company transactions and balances have been eliminated.

     b)   MINERAL INTERESTS

          Direct property acquisition costs, advance royalties, holding costs,
          field exploration and field supervisory costs relating to specific
          properties are deferred until the properties are brought into
          production, at which time, they will be amortized on a unit of
          production basis, or until the properties are abandoned, sold or
          considered to be impaired in value, at which time an appropriate
          charge will be made. The recovery of costs of mining claims and
          deferred exploration is dependent upon the existence of economically
          recoverable reserves, the ability of the Company to obtain the
          necessary financing to complete exploration and development and future
          profitable production or proceeds from disposition of such properties.

          In March 2002, the Emerging Issues Committee of the CICA issued
          EIC-126 - "Accounting by Mining Enterprises for Exploration Costs"
          which interprets how Accounting Guideline No. 11 entitled Enterprises
          in the Development Stage - (AcG 11) affects mining companies with
          respect to the deferral of exploration costs. EIC-126 refers to CICA
          Handbook Section 3061 "Property, Plant and Equipment", paragraph .21,
          which states that for a mining property, the cost of the asset
          includes exploration costs if the enterprise considers that such costs
          have the characteristics of property, plant and equipment. EIC-126
          then states that a mining enterprise that has not established mineral
          reserves objectively, and therefore does not have a basis for
          preparing a projection of the estimated cash flow from the property,
          is not precluded from considering the exploration costs to have the
          characteristics of property, plant and equipment. EIC-126 also sets
          forth the Committee's consensus that a mining enterprise in the
          development stage is not required to consider the conditions in AcG-11
          regarding impairment in determining whether exploration costs may be
          initially capitalized. With respect to impairment of capitalized
          exploration costs, EIC-126 sets forth the Committee's consensus that a
          mining enterprise in the development stage that has not established
          mineral reserves objectively, and therefore does not have a basis for
          preparing a projection of the estimated cash flow from the property is
          not obliged to conclude that capitalized costs have been impaired.
          However, such an enterprise should consider the conditions set forth
          in AcG-11 and CICA Handbook sections relating to long-lived assets in
          determining whether subsequent write-down of capitalized exploration
          costs related to mining properties is required. Any resulting
          write-downs are charged to the statement of operations.

          The Company considers that exploration costs have the characteristics
          of property, plant and equipment, and, accordingly, defers such costs.
          Furthermore, pursuant to EIC-126, deferred exploration costs would not
          automatically be subject to regular assessment of recoverability,
          unless conditions, such as those discussed in AcG 11 exist.

          AcG 11 also provides guidance on measuring impairment of when
          pre-operating costs have been deferred. While this guidance is
          applicable, its application did not result in impairment, except for
          those noted in Note 3.

     c)   ASSET RETIREMENT OBLIGATIONS
          Effective January 1, 2004 the Company retroactively adopted the new
          recommendations of Canadian Institute of Chartered Accountants
          ("CICA") handbook section 3110, Asset Retirement Obligations
          ("HB3110"). Under this standard, future costs of asset retirement have
          been recognized and recorded as a liability at fair value. The impact
          of this change on prior periods was not material.

     d)   STOCK-BASED COMPENSATION
          The Company applies the fair value method for stock-based compensation
          and other stock-based payments. Options are valued using the Black
          Scholes option-pricing model. The resulting value is charged against
          income over the vesting period of the option.

     e)   CAPITAL ASSETS
          Capital assets are carried at cost less accumulated amortization.
          Amortization is provided using the straight-line method at an annual
          rate of 20% from the date of acquisition.

     f)   CASH AND SHORT-TERM DEPOSITS
          Cash and short-term investments consist of balances with banks and
          investments in money market instruments. These investments are carried
          at cost, which approximates market. Cash and cash equivalents consist
          of investments with maturities of up to 90 days at the date of
          purchase. Short-term deposits consist of investments with maturities
          greater than 90 days at the date of purchase.

     f)   MARKETABLE SECURITIES
          Short-term investments in marketable securities are recorded at the
          lower of cost or market value. The market values of investments are
          determined based on the closing prices reported on recognized
          securities exchanges and over-the-counter markets. Such individual
          market values do not necessarily represent the realizable value of the
          total holding of any security, which may be more or less than that
          indicated by market quotations. When there has been a loss in the
          value of an investment in marketable securities that is determined to
          be other than a temporary decline, the investment is written down to
          recognize the loss. The securities are valued at cost. The market
          value of the marketable securities holdings at December 31, 2004 was
          in excess of cost.


                                       84
<PAGE>


     g)   INVESTMENTS
          Investments in companies where the Company does not have significant
          influence are carried at cost less any allowance for other than
          temporary impairment.

     h)   FLOW-THROUGH SHARES
          The Company financed a portion of its exploration and development
          activities through the issue of flow-through shares. Under the terms
          of these share issues, the tax attributes of the related expenditures
          are renounced to subscribers. Share capital is reduced and future
          income tax liabilities are increased when the renunciation is made by
          the estimated income tax benefits renounced by the Company to the
          subscribers, except to the extent that the Company has unrecorded loss
          carry forwards and tax pools in excess of book value available for
          deduction when share capital is reduced and a future income tax
          recovery is recorded.

     i)   TRANSLATION OF FOREIGN CURRENCIES
          The functional currency of the Company and its subsidiaries is
          considered to be the Canadian dollar. Foreign currency transactions
          entered into by the Company and financial statements of integrated
          foreign operations are translated using the temporal method. Under
          this method, monetary assets and liabilities are translated at
          year-end rates of exchange, non-monetary assets and liabilities are
          translated at historic rates of exchange and statement of earnings
          items are translated at average exchange rates prevailing during the
          year. Exchange gains and losses on foreign currency transactions and
          foreign currency denominated balances are included in earnings in the
          current year.

     j)   INCOME TAXES
          The Company accounts for income taxes using the asset and liability
          method. Under this method of tax allocation, future income tax assets
          and liabilities are determined based on differences between the
          financial statement carrying values and their respective income tax
          bases (temporary differences). Future income tax assets and
          liabilities are measured using the tax rates expected to be in effect
          when the temporary differences are likely to reverse. The effect on
          future income tax assets and liabilities of a change in tax rates
          enacted is included in operations in the period in which the change is
          enacted or substantively enacted. The amount of future income tax
          assets recognized is limited to the amount that is more likely than
          not to be realized.

     k)   LOSS PER SHARE
          Loss per share of common stock is computed based on the weighted
          average number of common shares outstanding during the year. The
          Company uses the treasury stock method for calculating diluted loss
          per share.

     l)   USE OF ESTIMATES
          The preparation of financial statements in conformity with generally
          accepted accounting principles requires management to make estimates
          and assumptions that affect the reported amounts of assets and
          liabilities and disclosure of contingent assets and liabilities at the
          date of the financial statements and the reported amounts of revenue
          and expenses during the reported year. The most significant estimates
          relate to the carrying values of exploration properties, amortization
          rates and accrued liabilities and contingencies. Actual results could
          be materially different from those estimates.


                                       85
<PAGE>


4.   MINERAL INTERESTS

     Expenditures made on account of mineral interests by the Company were as
     follows:


<TABLE>
<CAPTION>
                                                                        2004
                                                             ----------------------------
                                          BALANCE,                                            BALANCE,
                                      DECEMBER 31,                      RECOVERIES/       DECEMBER 31,
PROPERTY AND EXPENSE                         2003       EXPENDITURES    WRITE-OFFS                2004
--------------------------------------------------------------------------------------------------------
<S>                                 <C>                <C>             <C>             <C>
CASTLE BLACK ROCK
Acquisition costs                   $     140,426      $         -     $         -     $     140,426
Deferred exploration                      137,141           57,073               -           194,214
--------------------------------------------------------------------------------------------------------
                                          277,567           57,073               -           334,640
--------------------------------------------------------------------------------------------------------
GRASSY MOUNTAIN
Acquisition costs                       2,261,299                -               -         2,261,299
Deferred exploration                      490,785          218,052               -           708,837
--------------------------------------------------------------------------------------------------------
                                        2,752,084          218,052               -         2,970,136
--------------------------------------------------------------------------------------------------------
HOG RANCH
Acquisition costs                         488,838                -         (45,000)          443,838
Deferred exploration                      563,220              677               -           563,897
--------------------------------------------------------------------------------------------------------
                                        1,052,058              677         (45,000)        1,007,735
--------------------------------------------------------------------------------------------------------
KERR-SULPHURETS
Acquisition costs                         465,542                -               -           465,542
Deferred exploration                       58,673              504               -            59,177
--------------------------------------------------------------------------------------------------------
                                          524,215              504               -           524,719
--------------------------------------------------------------------------------------------------------
QUARTZ MOUNTAIN
Acquisition costs                         357,139                -               -           357,139
Deferred exploration                       85,348                -               -            85,348
--------------------------------------------------------------------------------------------------------
                                          442,487                -               -           442,487
--------------------------------------------------------------------------------------------------------
RED MOUNTAIN
Acquisition costs                          82,090                -               -            82,090
Deferred exploration                      344,691          190,175               -           534,866
--------------------------------------------------------------------------------------------------------
                                          426,781          190,175               -           616,956
--------------------------------------------------------------------------------------------------------
COURAGEOUS LAKE
Acquisition costs                       8,152,305           50,000               -         8,202,305
Deferred exploration                    1,708,693        3,680,059               -         5,388,752
--------------------------------------------------------------------------------------------------------
                                       9,860,998         3,730,059              -        13,591,057
--------------------------------------------------------------------------------------------------------
PACIFIC INTERMOUNTAIN GOLD
INC.
Acquisition costs                         137,461                -         (89,246)           48,215
Deferred exploration                    1,049,893          460,534        (207,369)        1,303,058
--------------------------------------------------------------------------------------------------------
                                        1,187,354          460,534        (296,615)        1,351,273
--------------------------------------------------------------------------------------------------------
OTHER NEVADA PROJECTS
Acquisition costs.                         20,000                -               -            20,000
Deferred exploration                       91,329           48,339               -           139,668
--------------------------------------------------------------------------------------------------------
                                          111,329           48,339               -           159,668
--------------------------------------------------------------------------------------------------------
Total
--------------------------------------------------------------------------------------------------------
Acquisition costs                      12,105,100           50,000        (134,246)       12,020,854
--------------------------------------------------------------------------------------------------------
Deferred exploration                    4,529,773        4,655,413        (207,369)        8,977,817
--------------------------------------------------------------------------------------------------------
TOTAL MINERAL INTERESTS             $  16,634,873      $ 4,705,413      $ (341,615)    $  20,998,671
========================================================================================================
</TABLE>


                                       86
<PAGE>


<TABLE>
<CAPTION>
                                                                  2003
                                                       ----------------------------
                                          BALANCE,                                            BALANCE,
                                      DECEMBER 31,                      RECOVERIES/       DECEMBER 31,
PROPERTY AND EXPENSE                         2002       EXPENDITURES    WRITE-OFFS                2003
--------------------------------------------------------------------------------------------------------
<S>                                 <C>                <C>             <C>             <C>
CASTLE BLACK ROCK
Acquisition costs                   $     140,426       $        -     $         -     $     140,426
Deferred exploration                      101,910           35,231               -           137,141
--------------------------------------------------------------------------------------------------------
                                          242,336           35,231               -           277,567
--------------------------------------------------------------------------------------------------------
GRASSY MOUNTAIN
Acquisition costs                       1,172,670         1,088,629              -         2,261,299
Deferred exploration                      363,268          127,517               -           490,785
--------------------------------------------------------------------------------------------------------
                                        1,535,938         1,216,146              -         2,752,084
--------------------------------------------------------------------------------------------------------
HOG RANCH
Acquisition costs                         540,838                -        (52,000)           488,838
Deferred exploration                      553,581            9,639               -           563,220
--------------------------------------------------------------------------------------------------------
                                        1,094,419            9,639        (52,000)         1,052,058
--------------------------------------------------------------------------------------------------------
KERR-SULPHURETS
Acquisition costs                         465,542                -               -           465,542
Deferred exploration                       43,673           15,000               -            58,673
--------------------------------------------------------------------------------------------------------
                                          509,215           15,000               -           524,215
--------------------------------------------------------------------------------------------------------
QUARTZ MOUNTAIN
Acquisition costs                         370,239                -        (13,100)           357,139
Deferred exploration                       82,732            2,616               -            85,348
--------------------------------------------------------------------------------------------------------
                                          452,971            2,616        (13,100)           442,487
--------------------------------------------------------------------------------------------------------
RED MOUNTAIN
Acquisition costs                          82,090                -               -            82,090
Deferred exploration                       76,431          268,260               -           344,691
--------------------------------------------------------------------------------------------------------
                                          158,521          268,260               -           426,781
--------------------------------------------------------------------------------------------------------
COURAGEOUS LAKE
Acquisition costs                       3,949,457        4,202,848               -         8,152,305
Deferred exploration                      141,251        1,567,442               -         1,708,693
--------------------------------------------------------------------------------------------------------
                                        4,090,708        5,770,290               -         9,860,998
--------------------------------------------------------------------------------------------------------
PACIFIC INTERMOUNTAIN GOLD INC.
Acquisition costs                         137,461                -               -           137,461
Deferred exploration                      432,299          617,594               -         1,049,893
--------------------------------------------------------------------------------------------------------
                                          569,760          617,594               -         1,187,354
--------------------------------------------------------------------------------------------------------
OTHER NEVADA PROJECTS
Acquisition costs                         132,354                -       (112,354)            20,000
Deferred exploration                      232,148           88,978       (229,797)            91,329
--------------------------------------------------------------------------------------------------------
                                          364,502           88,979       (342,151)           111,329
--------------------------------------------------------------------------------------------------------
Total
Acquisition costs                       6,991,077        5,291,477        (177,454)       12,105,100
Deferred exploration                    2,027,293        2,732,277        (229,797)        4,529,773
--------------------------------------------------------------------------------------------------------
TOTAL MINERAL INTERESTS             $   9,018,370      $ 8,023,754     $  (407,251)    $  16,634,873
--------------------------------------------------------------------------------------------------------
</TABLE>


                                       87
<PAGE>


<TABLE>
<CAPTION>
                                                                  2002
                                                       ----------------------------
                                          BALANCE,                                            BALANCE,
                                      DECEMBER 31,                      RECOVERIES/       DECEMBER 31,
PROPERTY AND EXPENSE                         2001       EXPENDITURES    WRITE-OFFS                2002
--------------------------------------------------------------------------------------------------------
<S>                                 <C>                <C>             <C>             <C>
CASTLE BLACK ROCK
Acquisition costs                   $      90,575      $    49,851     $         -     $     140,426
Deferred exploration                      101,910                -               -           101,910
--------------------------------------------------------------------------------------------------------
                                          192,485           49,851               -           242,336
--------------------------------------------------------------------------------------------------------
GRASSY MOUNTAIN
Acquisition costs                         601,810          570,860               -         1,172,670
Deferred exploration                      274,631           88,637               -           363,268
--------------------------------------------------------------------------------------------------------
                                          876,441          659,497               -         1,535,938
--------------------------------------------------------------------------------------------------------
HOG RANCH
Acquisition costs                         499,233           41,605               -           540,838
Deferred exploration                      530,676           22,905               -           553,581
--------------------------------------------------------------------------------------------------------
                                        1,029,909           64,510               -         1,094,419
--------------------------------------------------------------------------------------------------------
KERR-SULPHURETS
Acquisition costs                         447,100           18,442               -           465,542
Deferred exploration                       14,047           29,626               -            43,673
--------------------------------------------------------------------------------------------------------
                                          461,147           48,068               -           509,215
--------------------------------------------------------------------------------------------------------
QUARTZ MOUNTAIN
Acquisition costs                         350,225           20,014               -           370,239
Deferred exploration                       30,075           52,657               -            82,732
--------------------------------------------------------------------------------------------------------
                                          380,300           72,671               -           452,971
--------------------------------------------------------------------------------------------------------
RED MOUNTAIN
Acquisition costs                          28,000           54,090               -            82,090
Deferred exploration                        3,117           73,314               -            76,431
--------------------------------------------------------------------------------------------------------
                                           31,117          127,404               -           158,521
--------------------------------------------------------------------------------------------------------
COURAGEOUS LAKE
Acquisition costs                               -        3,949,457               -         3,949,457
Deferred exploration                            -          141,251               -           141,251
--------------------------------------------------------------------------------------------------------
                                                -        4,090,708              -         4,090,708
--------------------------------------------------------------------------------------------------------
PACIFIC INTERMOUNTAIN GOLD INC.
Acquisition costs                               -          227,461         (90,000)          137,461
Deferred exploration                            -          432,299               -           432,299
--------------------------------------------------------------------------------------------------------
                                                -          659,760         (90,000)          569,760
--------------------------------------------------------------------------------------------------------
OTHER NEVADA PROJECTS
Acquisition costs                           6,099          126,255               -           132,354
Deferred exploration                            -          232,148               -           232,148
--------------------------------------------------------------------------------------------------------
                                            6,099          358,403               -           364,502
--------------------------------------------------------------------------------------------------------
Total
Acquisition costs                       2,023,042        5,058,035         (90,000)        6,991,077
Deferred exploration                      954,456        1,072,837               -         2,027,293
--------------------------------------------------------------------------------------------------------
TOTAL MINERAL INTERESTS             $   2,977,498      $ 6,130,872     $   (90,000)    $   9,018,370
========================================================================================================
</TABLE>


     a)   CASTLE BLACK ROCK

          The Company entered into a mining lease agreement dated August 15,
          2000, and amended on August 1, 2001, with respect to mineral claims
          located in Esmeralda County, Nevada, USA. In 2002, the Company paid
          US$17,500 and in 2003, US$25,000 in advance royalties and is required
          to pay further advance royalties of US$25,000 each August 15
          thereafter and to pay a production royalty, varying with the price of
          gold, of 3% to 5%, and a 3.5% royalty on gross proceeds from other
          metals produced. The Company has the right to purchase 50% of the
          production royalty for US$1.8 million.


     b)   GRASSY MOUNTAIN

          In 2000, the Company acquired an option on a 100% interest in mineral
          claims located in Malheur County, Oregon, USA. During 2002, the
          Company paid US$50,000 in option payments. On December 23, 2002, the
          agreement was amended and the Company made a further option payment of
          US$300,000 and in March 2003 acquired the property for a payment of
          US$600,000. As part of the acquisition of the Grassy Mountain
          property, the Company acquired one million shares of a U.S. based
          private exploration company at US$0.50 per share which represented
          approximately 6.9% of the private company's issued and outstanding
          shares. Subsequently, the private company was merged with Atlas
          Precious Metals Inc. ("APMI"). On the merger, the Company's one
          million shares of the private company were converted into 1,200,000
          common shares of APMI representing approximately 5.7% of APMI's issued
          and outstanding shares.

     c)   HOG RANCH

          In 2000, the Company entered into a mining lease agreement for mineral
          claims located in Washoe County, Nevada. Advance royalties are payable
          as to US$12,500 on November 15, 2005; US$15,000 on November 15, 2006;
          US$17,500 on November 15, 2007; US$20,000 on November 15, 2008 and
          each November 15 thereafter. A production royalty is payable varying
          with the price of gold, ranging from 3% to 5%, and a 3.5% royalty on
          the gross proceeds from other metals. 40% of the production royalty
          may be purchased for US$2 million. In August 2003, The Company
          optioned a 60% interest in the Hog Ranch project in Nevada, USA to
          Romarco Minerals Inc. ("Romarco"). Under the terms of the agreement
          the Company received 200,000 shares of Romarco valued at $52,000 in
          2003 and in 2004 received 200,000 shares valued at $45,000 which
          amounts were shown as a recovery of mineral interests and the


                                       88
<PAGE>


          investments are included in marketable securities on the balance
          sheet. In February 2005, Romarco terminated its option on the Hog
          Ranch property.

     d)   KERR-SULPHURETS

          In 2001, the Company purchased a 100% interest in contiguous claim
          blocks in the Skeena Mining Division, British Columbia. The vendor
          maintains a 1% net smelter royalty interest on the project, subject to
          a maximum aggregate of royalty payments of $4.5 million. The Company
          is obligated to purchase the net smelter royalty interest for the
          price of $4.5 million in the event that a positive feasibility study
          demonstrates a 10% or higher internal rate of return after tax and
          financing costs.

          In 2002, the Company optioned the property to Noranda Inc. which can
          earn a 50% interest by spending $6 million on exploration within 6
          years. Noranda can earn a further 15% by funding all costs to complete
          a feasibility study on the project. If after earning its 50% interest,
          Noranda elects not to proceed with a feasibility study, the Company
          has the option to acquire Noranda's interest for $3 million. After
          having earned its 50% interest, Noranda has the right to delay its
          decision to proceed with a feasibility study for up to 3 years by
          either spending $1.25 million per year on the property or making
          payments to the Company which would total $1.5 million over the
          three-year period.

     e)   QUARTZ MOUNTAIN

          In 2001, the Company purchased a 100% interest in mineral claims in
          Lake County, Oregon. The vendor retained a 1% net smelter royalty
          interest on unpatented claims acquired and there is a 0.5% net smelter
          royalty interest to an unrelated third party as a finder's fee. In
          October 2003, the Company optioned a 50% interest in the Quartz
          Mountain project in Oregon, USA to Quincy Resources Inc. The current
          gold resource known on the property is excluded from the agreement.
          The terms of the agreement require Quincy to incur US$1.5 million in
          exploration and issue 250,000 of its shares in stages by October 2008.
          Quincy can earn a further 12.5% interest in the project by funding a
          feasibility study and issuing a further 250,000 of its shares to the
          Company. If after earning its 50% interest, Quincy elects not to
          proceed with a feasibility study, the Company has the option to
          acquire Quincy's interest for US$750,000. In 2003, the Company
          received the first payment of 50,000 shares of Quincy valued at
          $13,100 which amount was shown as a recovery of mineral interests and
          the investment is included in marketable securities on the balance
          sheet.

     f)   RED MOUNTAIN

          In 2001, the Company purchased a 100% interest in an array of assets
          associated with mineral claims in the Skeena Mining Division, British
          Columbia, together with related project data and drill core, an owned
          office building and a leased warehouse, various mining equipment on
          the project site, and a mineral exploration permit which is associated
          with a cash reclamation deposit of $1 million.

          The Company assumed all liabilities associated with the array of
          assets acquired, including all environmental liabilities, all ongoing
          licensing obligations and ongoing leasehold obligations including net
          smelter royalty obligations on certain mineral claims ranging from
          2.0% to 6.5% as well as an annual minimum royalty payment of $50,000.

     g)   COURAGEOUS LAKE

          In 2002, the Company purchased a 100% interest in the Courageous Lake
          gold project from Newmont Canada Limited and Total Resources (Canada)
          Limited ("the Vendors") for US$2.5 million. The Courageous Lake gold
          project consists of mining leases located in Northwest Territories of
          Canada.

          The Vendors were granted a 2% net smelter royalty interest in the
          project. In addition, the Company must: (i) pay the Vendors US$1.5
          million when the spot price of gold closes at or above US$360 per
          ounce for 10 consecutive days (Paid in March 2003), and pay the
          Vendors US$1.5 million when the spot price of gold closes at or above
          US$400 per ounce or a production decision is made at Courageous Lake,
          whichever is earlier. The US$400 per ounce was reached in December
          2003 and consequently the amount payable was accrued in the accounts
          of the Company at December 31, 2003 and the payment was made in
          February 2004.

          In 2004, an additional property was optioned in the area. Under the
          terms of the agreement, the Company 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
          property may be purchased at any time for $1,250,000 with any option
          payments being credited against the purchase price.

     h)   PACIFIC INTERMOUNTAIN GOLD INC.

          During 2002, the Company and an unrelated party incorporated Pacific
          Intermountain Gold Inc. ("PIGCO"). The Company funded PIGCO's share
          capital of $755,000 and received a 75% interest. The other party
          provided the exclusive use of an exploration database and received a
          25% interest. The value associated with the use of this database,
          being the minority interest in PIGCO at December 31, 2002 was charged
          to operations as Pacific Intermountain Gold exploration. Subsequent to
          2002, funding which was for deferred exploration expenditures has been
          by way of loans to PIGCO. In July 2004, the Company acquired the 25%
          interest in PIGCO which it did not own for forgiving debt of
          approximately $65,000 and agreeing to pay 10% of any sale of projects
          to third parties. The minority interest liability value amounting to
          $207,369 has been deleted and the amount credited against PIGCO
          deferred exploration expenses on the balance sheet.

          The Company and PIGCO acquired approximately 30 claim blocks in
          Nevada, USA in 2002.


                                       89
<PAGE>


          A 50% interest in one property, Thunder Mountain, was optioned to a
          third party in 2002. The optionee paid US$25,000 in cash and issued
          250,000 of its shares and must spend US$1.5 million in exploration
          over a three year period and issue PIGCO 500,000 common shares on or
          before the first anniversary and 750,000 on or before the second
          anniversary. At the completion of the earn-in, a 50-50 joint venture
          will be formed with the optionee as operator. In 2003, the agreement
          was amended with the Clifford property, another PIGCO owned property,
          being added to the agreement and the 500,000 shares being payable in
          2004. During 2004, the third party terminated all of its rights under
          the option agreement.

     i)   OTHER NEVADA PROJECTS

          In 2003, the Company wrote off the acquisition costs and deferred
          exploration costs associated with the Tobin Basin projects, which
          totalled $342,151, as the exploration results did not warrant further
          work and the property was abandoned.

4.   RECLAMATION DEPOSITS, PROVISIONS FOR RECLAMATION LIABILITIES AND ASSET
     RETIREMENT OBLIGATIONS

     The balance in reclamation deposits represents the Company's interest in
     Canadian bank term deposits which are held for the benefit of the Province
     of British Columbia until released or applied to reclamation costs which
     may arise in the future. Interest earned is paid to the Company. During
     2001, a deposit of $225,000 was made in respect of the Kerr-Sulphurets gold
     project and a deposit of $1 million was transferred to the Company's name
     for the Red Mountain project. A corresponding reclamation provision of $1
     million was recorded as an estimation of any potential future reclamation
     costs. This reclamation provision is an estimate, and therefore the
     provision is subject to changes in regulatory requirements and other
     external factors. During 2003, a reclamation provision of US$146,000
     (CDN$189,289) was recorded on the Grassy Mountain property. The
     corresponding reclamation deposit is in the process of being finalized and
     deposited with the regulatory authorities. The Kerr-Sulphurets deposit was
     returned to the Company during 2004.

     Effective January 1, 2004 the Company retroactively adopted the new
     recommendations of Canadian Institute of Chartered Accountants ("CICA")
     handbook section 3110, Asset Retirement Obligations ("HB3110"). Under this
     standard, future costs of asset retirement have been recognized and
     recorded as a liability at fair value. The fair value of the asset
     retirement obligations was calculated using the total undiscounted cash
     flows required to settle estimated obligations of $1,189,000, expected
     timing of cash flow payments required to settle the obligations,
     credit-adjusted risk-free discount rate of 8.76% and an inflation rate of
     2.0%. There was no material effect on the prior period financial statements
     for the change in the method of accounting for asset retirement
     obligations.


                                       90
<PAGE>


5.   CONVERTIBLE DEBENTURES

     A $2 million debenture was issued on November 29, 2001 with a four-year
     term maturing November 28, 2005. The debenture was secured by a general
     charge on the assets of the Company, bore interest at 5% per annum and, at
     the option of the holder, can convert to common shares of the Company at
     the exercise price of $0.75 per share. Interest for the first two years is
     to be accrued and added to the principal amount. The Company had the option
     to force conversion of the debentures into common shares if certain share
     price and trading volume thresholds are met. On November 29, 2002, the
     Company elected to force conversion of the $2 million debenture plus
     accrued interest of $102,535. The Company issued a total of 2,803,380
     shares.

     An $800,000 debenture was issued on April 11, 2002 with a four-year term
     maturing April 10, 2006. The debenture was secured by a general charge on
     the assets of the Company, bore interest at 5% per annum and, at the option
     of the holder, was convertible into common shares of the Company at the
     exercise price of $0.80 per share for the first two years, $0.90 per share
     in year three and $1.00 per share in year four. Interest for the first two
     years was accrued and added to the principal amount. The Company had the
     option to force conversion of the debentures into common shares if certain
     share price and trading volume thresholds are met. In April 2003, the
     debenture including accrued interest totalling $841,018 was converted into
     1,051,272 common shares of the Company.

6.   SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
(A) SHARE CAPITAL

--------------------------------------------------------------------------------------------------
                                                                    SHARES          AMOUNT
--------------------------------------------------------------------------------------------------
<S>                                                          <C>              <C>
Authorized
Unlimited number of common shares without par value,
unlimited number of preference shares
--------------------------------------------------------------------------------------------------
Issued - Common shares
--------------------------------------------------------------------------------------------------
     Balance, December 31, 2001                                15,530,699      $    16,837,946
     Issued during year
          For cash, exercise of stock options                     610,000              384,750
          For cash, exercise of warrants                        1,110,834            1,453,418
          For cash, private placement                           3,200,000            5,104,000
          Convertible debenture and interest                    2,803,380            2,102,535
          Value of share purchase warrants exercised                    -               71,975
--------------------------------------------------------------------------------------------------
                                                                7,724,214            9,116,678
--------------------------------------------------------------------------------------------------
     Balance, December 31, 2002                                23,254,913           25,954,624
     Issued during year
          For cash, exercise of stock options                      91,100               87,520
          For cash, exercise of warrants                        1,797,500            3,465,250
          For cash, private placements                          1,390,000            3,734,875
          Convertible debenture and interest                    1,051,272              841,018
          Value of share purchase warrants and stock                    -              386,975
          options exercised
--------------------------------------------------------------------------------------------------
                                                                4,329,872            8,515,638
--------------------------------------------------------------------------------------------------
     Balance, December 31, 2003                                27,584,785           34,470,262
     Issued during year
          For cash, exercise of stock options                     200,000              212,650
          For cash, exercise of warrants                          225,000              562,500
          For cash, private placements (i)                      1,705,000            7,466,224
          Value of share purchase warrants and stock                    -               99,500
          options exercised
     Renunciation of flow-through share value (ii)                      -             (580,800)
--------------------------------------------------------------------------------------------------
                                                                2,130,000            7,760,074
--------------------------------------------------------------------------------------------------
     Balance, December 31, 2004                                29,714,785      $    42,230,336
==================================================================================================

<FN>
(i)  In May 2004, the Company completed a private placement consisting of
1,200,000 common shares for gross proceeds of $5,400,000.

(ii) In September 2004, the Company completed a private placement flow-through
financing of 505,000 common shares for gross proceeds of $2,272,500. Under the
terms of the financing, the Company will renounce to the investors the Canadian
Exploration Expenses ("CEE") incurred with the proceeds of the financings. The
balance of funds not spent by December 31, 2004 has been recorded on the balance
sheet as Cash for Exploration Expenditures. In January 2005, the CEE was
renounced to the investors.

(iii) In February 2004, the Company renounced $1,608,000 in Canadian Exploration
Expenses to investors of flow-through shares in 2003. The tax value of this
renunciation has been recorded as a liability and charged against share capital.
Since the Company has a valuation allowance which reduces the future income tax
assets, the valuation allowance has been reduced and an income tax recovery has
been recognized in the statement of operations.
</FN>
</TABLE>


                                       91
<PAGE>


     (B) STOCK OPTIONS OUTSTANDING

     The Company provides compensation to directors, employees and consultants
     in the form of stock options. In August 2002 the Company announced a new
     stock option plan for directors and senior management. New option grants to
     directors and senior management are subject to a two-tiered vesting policy
     designed to better align option compensation with the interests of
     shareholders.

     Pursuant to this new policy, in August 2002 the Board granted 600,000
     options and in August 2004 100,000 options to senior management in lieu of
     market rate salaries. These option grants require a $6.00 share price for
     10 successive days for the first third to vest, a $9.00 share price for the
     second third and a $12.00 share price for the final third. Once the share
     price has met the first test, the Company's share price performance must
     have exceeded the Toronto Stock Exchange Canadian Gold Index by more than
     20% over the preceding six months or these options will be cancelled. No
     expense has been recognized on these options, as the probability of meeting
     the above vesting criteria remains uncertain. Compensation expense will be
     recognized once the vesting criteria are thought to be probable. None of
     these options were exercisable at December 31, 2004.

     The weighted average fair value of options granted during 2004 which were
     not subject to the two-tiered vesting criteria described above was 75,000
     options valued at $1.53 resulting in an expense totaling $114,735 compared
     to 110,000 options valued at $1.20 for $131,571 in expense during 2003 and
     633,000 options valued at $0.82 for $520,320 expense during 2002. These
     options are not subject to vesting requirements.

     The fair value of the options granted is estimated on the dates of grant
     using a Black-Scholes option-pricing model with the following assumptions:

                                       2004           2003            2002
                                       ----           ----            ----
     Dividend yield                     Nil            Nil             Nil
     Expected volatility                37%            50%             52%
     Risk free rate of return          4.0%           4.0%            4.4%
     Expected life of options       3 years        3 years       3-5 years

     A summary of the status of the plans at December 31, 2004 and changes
during the years are presented below:

<TABLE>
<CAPTION>
                                                      WEIGHTED
                                                      AVERAGE
                                                      EXERCISE
                                         SHARES        PRICE         AMOUNT
-----------------------------------------------------------------------------
<S>                                    <C>             <C>         <C>
Outstanding at December 31, 2001        1,337,000       0.69               -
Granted                                 1,233,000       2.17         520,320
Exercised                               (610,000)       0.63               -
-----------------------------------------------------------------------------
Outstanding at December 31, 2002        1,960,000       1.64         520,320
Granted                                   110,000       3.19         131,571
Exercised                                (91,100)       0.96        (41,950)
-----------------------------------------------------------------------------
Outstanding at December 31, 2003        1,978,900       1.66         609,941
Granted                                   175,000       4.14         114,735
Exercised                               (200,000)       1.06        (20,750)
-----------------------------------------------------------------------------
OUTSTANDING AT DECEMBER 31, 2004        1,953,900      $1.57       $ 703,926
=============================================================================
</TABLE>


<TABLE>
<CAPTION>
                                 OPTION
                               PRICE PER
        NUMBER OF SHARES         SHARE                EXPIRY DATE
   -----------------------------------------------------------------------
        <S>                     <C>                 <C>
           5,000                  $0.60              January 10, 2005
          65,000                  $0.75              September 18, 2005
         348,900                  $0.60              May 17, 2006
          72,000                  $0.70              May 28, 2006
          33,333                  $0.60              June 12, 2006
          16,667                  $0.60              August 13, 2006
          50,000                  $0.60              November 5, 2006
          10,000                  $0.60              January 28, 2007
          78,000                  $0.88              February 17, 2007
          40,000                  $2.63              May 30, 2007
         340,000                  $2.90              July 1, 2007
         600,000                  $2.20              August 19, 2007
          10,000                  $2.58              December 18, 2007
          15,000                  $2.08              June 3, 2008
          45,000                  $2.85              August 12, 2008
          50,000                  $3.82              October 28, 2008
          37,500                  $5.65              January 13, 2009
          25,000                  $4.60              April 20, 2009
         100,000                  $3.37              August 13, 2009
          12,500                  $4.81              November 17, 2009
   -----------------------------------------------------------------------
       1,953,900                  $1.57
   =======================================================================
</TABLE>

     At December 31, 2004 there were 1,953,900 options outstanding of which
     1,253,000 were exercisable at prices ranging from $0.60 to $5.65 each.


                                       92
<PAGE>


     (C)  SHARE PURCHASE WARRANTS
          The Company's movement in share purchase warrants is as follows:

<TABLE>
<CAPTION>
                                                       WEIGHTED
                                         NUMBER        AVERAGE
                                           OF          EXERCISE
                                        WARRANTS        PRICE          AMOUNT
--------------------------------------------------------------------------------
<S>                                    <C>            <C>         <C>
Balance at December 31, 2001            1,403,334      $1.47       $ 100,500
Issued for cash                         1,600,000       1.90         336,000
Exercised                             (1,110,834)       1.31         (71,975)
-------------------------------------------------------------------------------
Balance at December 31, 2002            1,892,500       1.93         364,525
Issued for cash                           512,500       2.50         179,375
Exercised                             (1,797,500)       1.93        (344,575)
Expired                                  (95,000)       1.90         (19,950)

-------------------------------------------------------------------------------
Balance at December 31, 2003              512,500       2.50         179,375
Exercised                               (225,000)       2.50         (78,750)
-------------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 2004              287,500      $3.00       $ 100,625
===============================================================================
</TABLE>

     At December 31, 2004 the outstanding share purchase warrants were as
     follows:

<TABLE>
<CAPTION>
      NUMBER OF SHARE
        PURCHASE
        WARRANTS            WARRANT PRICE/SHARE             EXPIRY DATE
     ------------------------------------------------------------------------
     <S>                         <C>                       <C>
        287,500                   $3.00                     June 18, 2005
</TABLE>

     These warrants were issued as part of the private placement in June 2003.
     The warrants are exercisable at $2.50 each until June 2004 and at $3.00
     each to June 2005.

7.   RELATED PARTY TRANSACTIONS
     a)   During the year, a private company controlled by a director of the
          Company was paid $56,700 (2003 - $27,447, 2002 - $31,360) for
          technical services provided by his company related to the mineral
          properties.
     b)   During the year, a private company controlled by a second director was
          paid $132,500 (2003 - $60,000, 2002 - $40,000) for consulting services
          rendered.

     These transactions were in the normal course of operations and were
     measured at the exchange amount, which is the amount of consideration
     established and agreed to by the related parties.

8.   FINANCIAL INSTRUMENTS

     The fair value of the Company's cash and cash equivalents and short term
     deposits, cash for exploration expenditures, amounts receivable,
     reclamation deposits and accounts payable and accruals at December 31, 2004
     and December 31, 2003 is estimated to approximate their carrying values due
     to the immediate or short-term maturity of these financial instruments.

9.   INCOME TAXES
     The income tax recovery varies from the amounts that would be computed by
     applying the basic federal and provincial income tax rates aggregating to
     36.12% (2003 - 40.0%, 2002 - 41.0%) as follows:

<TABLE>
<CAPTION>
                                                2004         2003        2002
                                         --------------------------------------

<S>                                       <C>          <C>           <C>
Statutory rate applied to loss for year   $  650,000   $  535,000    $  652,000
Non deductible items                        (151,000)    (195,000)     (284,000)
Losses not tax benefited                    (499,000)    (340,000)     (368,000)
Reduction in valuation allowance             575,000           -            -
-------------------------------------------------------------------------------
                                          $ 575,000     $      -     $      -
===============================================================================
</TABLE>


     Significant components of the Company's future tax assets and liabilities
     are as follows:

<TABLE>
<CAPTION>
                                                   2004            2003
                                        --------------------------------
Future income tax assets
<S>                                        <C>              <C>
     Mineral interests                     $      6,000     $    766,000
         Share issue costs                       60,000           82,000
     Non capital losses                       1,221,000        2,123,000
------------------------------------------------------------------------
                                             2,267, 000        2,971,000

Valuation allowance
                                             (2,267,000)      (2,971,000)
------------------------------------------------------------------------
Future income tax assets, net              $         -      $          -
========================================================================
</TABLE>


                                       93
<PAGE>

     A future tax asset of approximately $575,000 in one Canadian entity has
     been offset with a future tax liability in another Canadian entity on the
     basis that management has undertaken to carry out tax planning measures
     when required.

     The Company has accumulated non-capital losses for Canadian tax purposes of
     approximately $3,424,000 which expire in various years to 2011 as follows:

<TABLE>
<CAPTION>
            <S>                            <C>
             2005                                    111,000
             2006                                     32,000
             2007                                    185,000
             2008                                    338,000
             2009                                    735,000
             2010                                    707,000
             2011                                  1,316,000
             -----------------------------------------------
                                            $      3,424,000
             ===============================================
</TABLE>

     The benefit of the above loss carry forwards has not been recognized for
accounting purposes.

10.  SUBEQUENT EVENTS

     In February 2005, the Company closed a flow-through financing consisting of
500,000 common shares for gross proceeds of $2,125,000.

11.  RECONCILIATION TO UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
     These financial statements have been prepared in accordance with generally
     accepted accounting principles ("GAAP") in Canada. Except as set out below,
     these financial statements also comply, in all material aspects, with
     accounting principles generally accepted in the United States and the rules
     and regulations of the U.S. Securities and Exchange Commission. The
     following tables reconcile results as reported under Canadian GAAP with
     those that would have been reported under United States GAAP:

<TABLE>
<CAPTION>

 Statements of operations:
                                                            2004           2003          2002
----------------------------------------------------------------------------------------------

<S>                                                 <C>            <C>           <C>
Loss for the period - Canadian GAAP                 $(1,226,288)   $(1,338,272)  $(1,630,250)
Mineral interests prior to the establishment
     of proven and probable reserves (a)             (4,448,044)    (2,502,480)   (1,072,837)
Amortization of acquisition costs (a)                  (324,402)    (1,020,036)     (319,690)
Amortization of option payments (a)                     -             (473,280)     (322,915)
Stock based compensation (b)                                  -              -             -
Flow-through share renunciation                       (580,800)              -             -
Flow-through share value                                 97,200              -             -
Minority interest (c)                                 (188,644)         79,250       109,394
----------------------------------------------------------------------------------------------
                                                    $(6,670,978)   $(5,254,818)  $(3,236,298)
==============================================================================================

Loss per share - U.S. GAAP, Basic and diluted         $   (0.23)     $   (0.20)    $   (0.20)
==============================================================================================
</TABLE>


<TABLE>
<CAPTION>
 Statements of cash flows:
                                             CANADIAN GAAP                             U.S. GAAP
                                     2004         2003            2002          2004        2003            2002
-----------------------------------------------------------------------------------------------------------------

<S>                           <C>            <C>            <C>           <C>          <C>          <C>
Cash used in operating        $ (1,764,345)  $  (816,206)   $  (982,269)  $(6,212,389) $(3,548,483) $(2,055,106)
 activities
Cash   used  in   investing   $ (8,228,328)  $(4,452,313)   $(8,600,551)  $(3,780,284) $(1,720,036) $(7,527,714)
 activities
=================================================================================================================
</TABLE>


<TABLE>
<CAPTION>
       Balance sheets:
                                                        CANADIAN GAAP                      U.S. GAAP
                                                         2004           2003            2004            2003
      -------------------------------------------------------------------------------------------------------
<S>                                              <C>            <C>               <C>             <C>
      Mineral interests - unproven (a)           $ 20,998,671   $ 16,634,873      $9,113,449      $9,522,097
      Minority interest                          $          -   $    188,644      $        -      $        -

      Liabilities                                $          -   $          -      $  202,000       $  97,200
      Shareholders' equity                       $ 25,702,555   $ 19,153,534     $13,712,533     $12,132,203
      =======================================================================================================
</TABLE>


     (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


                                       94
<PAGE>


          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)  Stock-based compensation:
          Beginning in 1996, United States GAAP allows, but does not require
          companies to record compensation cost for stock plans at fair value.
          The Company has chosen to account for all stock-based compensation
          using the fair value method. Under Canadian GAAP, these options are
          accounted for at their intrinsic value for the periods presented.
          Effective January 1, 2002, the Company began accounting for its stock
          options under Canadian GAAP using the fair value method.

     (c)  Minority interest:
          Under United States GAAP the minority interest recognized in respect
          of "PIGCO" is nil at December 31, 2003. The US GAAP net assets of
          "PIGCO" are reduced compared to the net assets under Canadian GAAP due
          to the write off of exploration expenditures and the amortization of
          acquisition expenditures (as explained in (a) above). In 2004, the
          minority interest in PIGCO was acquired by the Company and the balance
          credited to Deferred Exploration.

     (d)  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 $202,000
          for the flow-through shares issued in 2004 (2003 - $97,200). 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.

     (e)  Impact of recent United States Accounting Pronouncements:
          In November 2004, the FASB issued FAS 151, which clarifies the
          accounting for abnormal amounts of idle facility expense, freight,
          handling costs and wasted material as they relate to inventory costing
          and requires these items to be recognized as current period expenses.
          Additionally, the allocation of fixed production overheads to the cost
          of inventory should be based on the normal capacity of the production
          facilities. FAS 151 is effective for inventory costs incurred during
          fiscal years beginning after June 15, 2005. The Company does not
          believe that the application of FAS 151 will have an impact on the
          consolidated financial statements under U.S. GAAP.

          In December 2004, the FASB issued FAS 153, which deals with the
          accounting for the exchanges of non-monetary assets and is an
          amendment of Accounting Principles Board ("APB") Opinion 29. FAS 153
          eliminates the exception from using fair market value for non-monetary
          exchanges of similar productive assets and replaces it with a general
          exception for exchanges of non-monetary assets that do not have
          commercial substance, as defined. FAS 153 is effective for
          non-monetary asset exchanges occurring in fiscal periods beginning
          after June 15, 2005. The Company does not believe that the application
          of FAS 153 will have an impact on the consolidated financial
          statements under U.S. GAAP.

          In December 2004, FASB Statement No. 123 (revised), Shared-based
          Payment, was issued. This statement requires an entity to recognize
          the grant date fair value of stock options and other equity-based
          compensation issued to employees. In the income statement, FASB
          Statement No. 123 (revised) eliminates the ability to account for
          share-based compensation transactions using the intrinsic value method
          in APB Opinion No. 25. The Company, effective January 1, 2003, adopted
          FASB Statement No. 123, Accounting for Stock-based Compensation, as
          amended by FASB Statement No. 148, Accounting for Stock-based
          Compensation - Transition and Disclosure, and will adopt FASB
          Statement No. 123 (revised) in 2006 in accordance with the appropriate
          transition options and adoption period prescribed in the Statement.
          Adoption of this standard will not have an impact on the consolidated
          financial statements.


                                       95
<PAGE>


                                 SIGNATURE PAGE

The Registrant hereby certifies that it meets all of the requirements for filing
on Form 20-F and that it has duly caused and authorized the undersigned to sign
this annual report on its behalf.


SEABRIDGE GOLD INC.
-------------------
REGISTRANT


DATED: MARCH 25, 2005                  SIGNED: /S/ RUDI FRONK
                                              -------------------------
                                              Rudi Fronk
                                              President and C.E.O.


                                       96