SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of August 2025

 

Commission File Number 1-32135

 

SEABRIDGE GOLD INC.

(Name of Registrant)

 

106 Front Street East, Suite 400, Toronto, Ontario,Canada M5A 1E1

(Address of Principal Executive Office)

 

Indicate by check mark whether the registrant files or will fileannual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☐ Form 40-F ☒

  

 

  

 

 

  

SEABRIDGE GOLD INC.

 

(the “Company”)

 

See the Exhibit Index heretofor a list of the documents filed herewith and forming a part of this Form 6-K.

 

Exhibits99.1 and 99.2 hereto are incorporated by reference as exhibits to the Company’s registration statements on Form S-8 (FileNo. 333-211331) and Form F-10 (File No. 333-283616),as may be amended and supplemented.

 

1

 

 

DOCUMENTS FILED AS PARTOF THIS FORM 6-K

 

Exhibit
Number
  Document Description
99.1   Unaudited Interim Condensed Consolidated Financial Statements for the period ended June 30, 2025.
99.2   Management’s Discussion and Analysis for the period ended June 30, 2025.

  

2

 

 

SIGNATURE

 

Pursuant to the requirementsof the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereuntoduly authorized.

 

  Seabridge Gold Inc.
  (Registrant)
   
  By: /s/ Chris Reynolds
  Name:  Chris Reynolds
  Title: VP Finance and CFO  

 

Date: August 13, 2025

 

3

 

 

EXHIBIT INDEX

 

Exhibit
Number
  Document Description
99.1   Unaudited Interim Condensed Consolidated Financial Statements for the period ended June 30, 2025.
99.2   Management’s Discussion and Analysis for the period ended June 30, 2025.

 

 

 

4

Exhibit99.1

 

SEABRIDGEGOLD INC.

 

 

 

 

 

 

 

 

UNAUDITED CONDENSEDCONSOLIDATED INTERIM

FINANCIAL STATEMENTS

 

AS AT JUNE 30,2025

  

Page 1

 

  

SEABRIDGE GOLD INC.

Interim Condensed Consolidated Statements of Financial Position

(Unaudited, expressed in thousands of Canadian dollars)

 

      June 30,   December 31, 
   Note  2025   2024 
            
Assets           
Current assets           
Cash and cash equivalents     $121,383   $49,815 
Amounts receivable and prepaid expenses  3   6,854    2,928 
Investments in marketable securities  4   6,672    5,403 
       134,909    58,146 
Non-current assets             
Investment in associate  4   1,399    913 
Long-term receivables and prepaid expenses  5   174,320    119,947 
Mineral interests, property and equipment  6   1,311,732    1,251,424 
Reclamation deposits  8   22,089    22,307 
       1,509,540    1,394,591 
Total assets     $1,644,449   $1,452,737 
              
Liabilities and shareholders’ equity             
Current liabilities             
Accounts payable and accrued liabilities  7  $22,228   $11,281 
Flow-through share premium  10   6,893    6,940 
Lease obligations      397    348 
Provision for reclamation liabilities  8   2,310    1,750 
       31,828    20,319 
Non-current liabilities             
Secured note liabilities  9   575,854    562,552 
Deferred income tax liabilities      11,822    20,304 
Lease obligations      1,021    1,002 
Provision for reclamation liabilities  8   4,791    5,542 
       593,488    589,400 
Total liabilities      625,316    609,719 
              
Shareholders’ equity  10   1,019,133    843,018 
Total liabilities and shareholders’ equity     $1,644,449   $1,452,737 

  

Subsequent events (Note 10), commitments and contingencies (Note15)

The accompanying notes form an integral part of these unauditedcondensed consolidated interim financial statements.

  

Page 2

 

 

SEABRIDGE GOLD INC.

Interim Condensed Consolidated Statements of Operationsand Comprehensive Income (Loss)

(Unaudited, expressed in thousands of Canadian dollars except commonshare and per common share amounts)

 

      Three months ended
June 30,
   Six months ended
June 30,
 
   Note  2025   2024   2025   2024 
                    
Remeasurement of secured notes  9  $(20,119)  $68,115   $(3,838)  $82,755 
Corporate and administrative expenses  13   (4,955)   (4,799)   (9,309)   (9,446)
Foreign exchange gain (loss)      28,255    (5,751)   30,181    (18,652)
Other income - flow-through shares  10   5,928    2,105    6,223    2,353 
Interest income      1,354    1,314    2,232    1,625 
Finance costs and other      (159)   (113)   (289)   (164)
Earnings before income taxes      10,304    60,871    25,200    58,471 
Income tax recovery (expense)      2,025    (15,630)   (2,320)   (21,403)
Net earnings     $12,329   $45,241   $22,880   $37,068 
                        
Other comprehensive income (loss)                       
Items that will not be reclassified to profit or loss                       
Remeasurement of secured notes  9  $(26,573)  $55,430   $(33,675)  $34,079 
Change in fair value of marketable securities  4   55    358    1,269    752 
Tax impact      7,167    (15,014)   8,922    (9,301)
Total other comprehensive income (loss)      (19,351)   40,774    (23,484)   25,530 
Comprehensive income (loss)     $(7,022)  $86,015   $(604)  $62,598 
                        
Weighted average number of common shares outstanding                       
Basic  10   100,717,617    87,920,852    98,246,076    87,168,285 
Diluted  10   101,146,808    88,323,778    98,668,609    87,539,985 
                        
Earnings per common share                       
Basic  10  $0.12   $0.51   $0.23   $0.43 
Diluted  10  $0.12   $0.51   $0.23   $0.42 

 

The accompanying notes form an integral part of these unauditedcondensed consolidated interim financial statements.

  

Page 3

 

 

SEABRIDGE GOLD INC.

Interim Condensed Consolidated Statements of Changes inShareholders’ Equity

(Unaudited, expressed in thousands of Canadian dollars exceptnumber of shares)

 

   Number
of Shares
   Share
Capital
   Stock-based
Compensation
   Contributed
Surplus
   Deficit   Accumulated Other
Comprehensive
Gain (Loss)
   Total
Equity
 
                             
As at December 31, 2024   91,912,919   $1,051,755   $4,198   $39,484   $(217,890)  $(34,529)  $843,018 
Share issuance:                                   
Bought deal and private placement, net of costs   8,180,000    136,600    -    -    -    -    136,600 
Private placement – flow-through financing   1,200,000    24,276    -    -    -    -    24,276 
Interest expense paid in shares   585,395    10,308    -    -    -    -    10,308 
At-The-Market offering   126,750    2,255    -    -    -    -    2,255 
DSUs vested   34,000    578    (578)   -    -    -    - 
Share issuance costs   -    (1,071)   -    -    -    -    (1,071)
Deferred tax on share issuance costs   -    1,880    -    -    -    -    1,880 
Stock-based compensation   -    -    2,471    -    -    -    2,471 
Other comprehensive loss   -    -    -    -    -    (23,484)   (23,484)
Net earnings for the period   -    -    -    -    22,880    -    22,880 
As at June 30, 2025   102,039,064   $1,226,581   $6,091   $39,484   $(195,010)  $(58,013)  $1,019,133 
As at December 31, 2023   86,108,019   $934,608   $3,400   $39,484   $(186,643)  $(60,926)  $729,923 
Share issuance:                                   
At-The-Market offering   1,657,108    31,954    -    -    -    -    31,954 
Private placement – flow-through financing   575,000    11,609    -    -    -    -    11,609 
Interest expense paid in shares   555,791    9,933    -    -    -    -    9,933 
Options exercised   50,000    1,302    (416)   -    -    -    886 
RSUs vested   63,066    1,031    (1,031)   -    -    -    - 
Other   5,000    105    -    -    -    -    105 
Share issuance costs   -    (723)   -    -    -    -    (723)
Deferred tax on share issuance costs   -    194    -    -    -    -    194 
Stock-based compensation   -    -    2,047    -    -    -    2,047 
Other comprehensive income   -    -    -    -    -    25,530    25,530 
Net earnings for the period   -    -    -    -    37,068    -    37,068 
As at June 30, 2024   89,013,984   $990,013   $4,000   $39,484   $(149,575)  $(35,396)  $848,526 

 

The accompanying notes form an integral part of theseunaudited condensed consolidated interim financial statements.

 

Page 4

 

 

SEABRIDGE GOLD INC.

Interim Condensed Consolidated Statements of Cash Flows

(Unaudited, expressed in thousands of Canadian dollars)

 

   Three months ended
June 30,
   Six months ended
June 30,
 
   2025   2024   2025   2024 
                 
Operating Activities                
Net earnings  $12,329   $45,241   $22,880   $37,068 
Adjustment for non-cash items:                    
Remeasurement (gain) loss on secured notes   20,119    (68,115)   3,838    (82,755)
Unrealized foreign exchange (gain) loss   (30,566)   5,997    (31,084)   19,350 
Other income - flow-through shares   (5,928)   (2,105)   (6,223)   (2,353)
Stock-based compensation   1,409    857    2,471    2,047 
Income tax expense (recovery)   (2,025)   15,630    2,320    21,403 
Other non-cash items   1,114    (97)   1,277    (389)
Adjustment for cash items:                    
Environmental rehabilitation disbursements   (216)   (90)   (267)   (170)
Changes in working capital items:                    
Amounts receivable and prepaid expenses   771    (6,940)   640    (2,274)
Accounts payable and accrued liabilities   (611)   (364)   (1,097)   (560)
Net cash used in operating activities   (3,604)   (9,986)   (5,245)   (8,633)
                     
Investing Activities                    
Mineral interests, property and equipment   (21,134)   (12,646)   (35,387)   (51,945)
Long-term receivables and prepaid expenses   (38,773)   -    (54,373)   - 
Investment in associate   (684)   -    (684)   - 
Investment in reclamation deposits   -    (919)   218    (919)
Net cash used in investing activities   (60,591)   (13,565)   (90,226)   (52,864)
                     
Financing Activities                    
Share issuance net of costs   29,864    38,168    168,236    49,203 
Exercise of options   -    886    -    886 
Payment of lease liabilities   (104)   (123)   (234)   (325)
Net cash from financing activities   29,760    38,931    168,002    49,764 
Effects of exchange rate fluctuation on cash and cash equivalents   (943)   236    (963)   604 
Net increase (decrease) in cash and cash equivalents during the period   (35,378)   15,616    71,568    (11,129)
Cash and cash equivalents, beginning of the period   156,761    55,693    49,815    82,438 
Cash and cash equivalents, end of the period  $121,383   $71,309   $121,383   $71,309 

  

The accompanying notes form an integral part of these unauditedcondensed consolidated interim financial statements.

  

Page 5

 

 

SEABRIDGE GOLD INC.

Notes to the condensed consolidated interimfinancial statements

As at and for the six months ended June 30, 2025and 2024

(Amounts in notes and in tables are in millions of Canadian dollars,except where otherwise indicated) (Unaudited)

 

1.Reporting entity

 

Seabridge Gold Inc. is comprisedof Seabridge Gold Inc. (“Seabridge” or the “Company”) and its subsidiaries, KSM Mining ULC, Seabridge Gold (NWT)Inc., Seabridge Gold (Yukon) Inc., Seabridge Gold Corp., SnipGold Corp. and Snowstorm Exploration (LLC), and is a Company engaged in acquiring,exploring, and advancing mineral properties, with an emphasis on gold resources, located in Canada and the United States of America. TheCompany was incorporated under the laws of British Columbia, Canada on September 14, 1979 and continued under the laws of Canada on October31, 2002. Its common shares are listed on the Toronto Stock Exchange trading under the symbol “SEA” and on the New York StockExchange under the symbol “SA”. The Company is domiciled in Canada and the address of its registered office is 10th Floor,595 Howe Street, Vancouver, British Columbia, Canada V6C 2T5 and the address of its corporate office is 106 Front Street East, 4th Floor,Toronto, Ontario, Canada M5A 1E1.

 

2.Basis of preparation

 

A.Statement of compliance

 

These unaudited interim condensedconsolidated financial statements (“consolidated interim financial statements”) were prepared in accordance with IAS 34, InterimFinancial Reporting, as issued by the International Accounting Standards Board (“IASB”), using accounting policies consistentwith those used by the Company in preparing the annual consolidated financial statements as at and for the year ended December 31, 2024and should be read in conjunction with the Company’s annual consolidated financial statements. They do not include all of the informationrequired for a complete set of financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”).However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changesin the Company’s financial position and performance since the last annual financial statements. These consolidated interim financialstatements were authorized for issue by the Company’s board of directors on August 13, 2025.

  

B.Amended IFRS standard effective January 1, 2025

 

(i)On August 15, 2023, the IASB issued amendments to IAS 21 tospecify how to assess whether a currency is exchangeable and how to determine the exchange rate when it is not exchangeable. The amendmentsspecify that a currency is exchangeable when it can be exchanged through market or exchange mechanisms that create enforceable rightsand obligations without undue delay at the measurement date and the specified purpose. For non-exchangeable currencies, an entity isrequired to estimate the spot exchange rate as the rate that would have applied to an orderly exchange transaction between market participantsat the measurement date under prevailing economic conditions. The amendments were effective on January 1, 2025. The Company applied theamendments to its consolidated interim financial statements for the annual reporting period beginning on January 1, 2025. The applicationof these amendments did not have an impact on the Company’s consolidated interim financial statement.

 

Page 6

 

 

C.Accounting pronouncements issued but not yet effective

 

(i)On May 30, 2024, the IASB issued narrow scope amendments toIFRS 9 “Financial Instruments” and IFRS 7. The amendments include the clarification of the date of initial recognition orderecognition of financial liabilities, including financial liabilities that are settled in cash using an electronic payment system.The amendments also introduce additional disclosure requirements to enhance transparency regarding investments in equity instrumentsdesignated at FVOCI and financial instruments with contingent features. The amendments are effective for annual periods beginning onor after January 1, 2026, with early adoption permitted. The Company is currently assessing the impact of the amendments on its financialstatements.

  

(ii)On April 9, 2024, the IASB issued IFRS 18 “Presentationand Disclosure in the Financial Statements” (“IFRS 18”) replacing IAS 1. IFRS 18 introduces categories and definedsubtotals in the statement of profit or loss, disclosures on management-defined performance measures, and requirements to improve theaggregation and disaggregation of information in the financial statements. As a result of IFRS 18, amendments to IAS 7 were also issuedto require that entities use the operating profit subtotal as the starting point for the indirect method of reporting cash flows fromoperating activities and also to remove presentation alternatives for interest and dividends paid and received. Similarly, amendmentsto IAS 33 “Earnings per Share” were issued to permit disclosure of additional earnings per share figures using any othercomponent of the statement of profit or loss, provided the numerator is a total or subtotal defined under IFRS 18. IFRS 18 is effectivefor annual reporting periods beginning on or after January 1, 2027, and is to be applied retrospectively, with early adoption permitted.The Company is currently assessing the impact of the standard on its financial statements.

  

3.Amounts receivable and prepaid expenses

 

($000s)  June 30,
2025
   December 31,
2024
 
HST   1,581    1,312 
Prepaid expenses and other receivables   5,273    1,616 
    6,854    2,928 

 

Page 7

 

  

4.Investments

 

($000s)  January 1,
2025
   Fair value through other comprehensive income (loss)   Loss of associate   Additions   June 30,
2025
 
                     
Current assets:                         
Investments in marketable securities   5,403    1,269    -    -    6,672 
                          
Non-current assets:                         
Investment in associate   913    -    (198)   684    1,399 

 

($000s)  January 1,
2024
   Fair value through other comprehensive income (loss)   Loss of associate   Additions   December 31,
2024
 
                     
Current assets:                         
Investments in marketable securities   3,750    1,653    -         -    5,403 
                          
Non-current assets:                         
Investment in associate   1,247    -    (334)   -    913 

 

The Company holds a 4.8% (December31, 2024 - 4.2%) interest in Paramount which is classified as investment in associate and accounted for using the equity methodon the basis that the Company has the ability to exert significant influence through its representation on Paramount’s board ofdirectors.

 

In June 2025, the Company participatedin a non-brokered registered direct offering and purchased 833,333 common shares of Paramount at US$0.60 per common share. During thesix months ended June 30, 2025, the Company recorded its proportionate share of Paramount’s net loss of $0.2 million (six monthsended June 30, 2024 - $0.02 million net loss) within equity loss of associate on the interim condensed consolidated statements ofoperations and comprehensive income (loss). As at June 30 2025, the carrying value of the Company’s investment in Paramount was$1.4 million (December 31, 2024 - $0.9 million).

 

Page 8

 

 

5.Long-term receivables and prepaid expenses

 

($000s)  June 30,
2025
   December 31,
2024
 
BC Hydro 1   161,093    106,720 
Canadian Exploration Expenses 3   9,361    9,361 
British Columbia Mineral Exploration Tax Credit 2   3,866    3,866 
    174,320    119,947 

 

1)In 2022, the Company entered into a Facilities Agreementwith British Columbia Hydro and Power Authority (“BC Hydro”) covering the design and construction of facilities by BC Hydroto supply construction phase hydro-sourced electricity to the KSM Project. Pursuant to signing the Facilities Agreement and subsequentamending agreements, as at June 30, 2025, the Company made $161.1 million prepayments to BC Hydro, inclusive of $54.4 million paid in 2025 (paid in 2024 - $14.0 million).

 

2)During 2016, upon the completion of an audit of the applicationby tax authorities of the British Columbia Mineral Exploration Tax Credit (“BCMETC”) program, the Company was reassessed$3.6 million, including accrued interest for expenditures that the tax authority has categorized as not qualifying for the BCMETC program.In 2017 the Company filed an objection to the reassessment with the appeals division of the tax authorities and paid one-half of thereassessed amount to the Receiver General. In 2019, the Company received a decision from the appeals division that the Company’sobjection was denied, and the Company filed a Notice of Appeal with the British Columbia Supreme Court. The Company presented its casein the BC Supreme Court in September 2024 based on an agreed statement of facts between the two parties. As at June 30, 2025, the Companyhas paid $1.6 million to the Receiver General, and the Canada Revenue Agency (“CRA”) has withheld $2.3 million of HST creditsdue to the Company that would fully cover the residual balance, including interest. As a result the Company has recorded a long-termreceivable of $3.9 million, including $0.3 million of additional interest charged after the reassessment. On March 26, 2025, a judgmentwas rendered substantially in favor of the Company supporting its position for the recoverability of the BCMETC receivable. The CRA wasgranted 30 days to appeal the ruling with the BC Supreme Court, but it did not proceed with an appeal. Management is working with itscounsel on the next steps to have reassessments prepared, recover the receivable recorded, including interest, and potentially the recoveryof trial costs.

 

3)As previously disclosed in the Company’s prior yearsfinancial statements, in 2019 the Company received a notice from the CRA that it proposed to reduce the amount ofexpenditures reported as Canadian Exploration Expenses (“CEE”) for the three-year period ended December 31, 2016. TheCompany has funded certain of its exploration expenditures, from time-to-time, with the proceeds from the issuanceof flow-through shares and renounced, to subscribers, the expenditures which it determined to be CEE. The notice disputes theeligibility of certain types of expenditures previously audited and approved as CEE by the CRA. The Company strongly disagrees with thenotice and responded to the CRA auditors with additional information for their consideration. In 2020, the CRA auditors responded tothe Company’s submission and, although accepting additional expenditures as CEE, reiterated that their position remains largelyunchanged and subsequently issued reassessments to the Company reflecting the additional CEE expenditures accepted and $2.3 million ofPart Xll.6 tax owing. The CRA has reassessed certain investors who subscribed for the flow-through shares, reducing CEE deductions. Noticeof objections to the Company’s and investors’ reassessments have been filed for all those that have been received and willbe appealed to the courts, should the notice of objections be denied. The Company has indemnified the investors that subscribed for theflow-through shares and that have been reassessed by depositing the amount of their reassessments, including interest charges, into theaccounts of the reassessed investors with the Receiver General in return for such investors agreement to object to their respective reassessmentsand to repay the Company any refund of the amount deposited on their behalf upon resolution of the Company’s appeal. During 2021,2022 and 2023, the Company deposited $9.4 million into the accounts of certain investors with the Receiver General. The deposits madehave been recorded as long-term receivables on the statement of financial position as at June 30, 2025. The potential tax indemnificationto the investors is estimated to be $10.8 million, plus $4.0 million potential interest. No provision has been recorded related to thetax, potential interest, nor the potential indemnity as the Company and its advisors do not consider it probable that there will ultimatelybe an amount payable.

 

Page 9

 

 

6.Mineral Interests, Property and Equipment

 

($000s)   Mineral interests    Construction in progress    Property & equipment    Right-of-use assets 1    Total 
Cost                         
As at January 1, 2024   756,806    198,066    175,490    3,218    1,133,580 
Additions   45,784    80,145    -    836    126,765 
Disposals 3   -    -    -    (1,326)   (1,326)
Transfers   -    (232)   232    -    - 
As at December 31, 2024   802,590    277,979    175,722    2,728    1,259,019 
Additions   28,440    33,147    -    301    61,888 
As at June 30, 2025   831,030    311,126    175,722    3,029    1,320,907 
Accumulated Depreciation                         
As at January 1, 2024   -    -    3,587    1,529    5,116 
Depreciation expense 2   -    -    2,605    842    3,447 
Disposals 3   -    -    -    (968)   (968)
As at December 31, 2024   -    -    6,192    1,403    7,595 
Depreciation expense 2   -    -    1,339    241    1,580 
As at June 30, 2025   -    -    7,531    1,644    9,175 
Net Book Value                         
As at December 31, 2024   802,590    277,979    169,530    1,325    1,251,424 
As at June 30, 2025   831,030    311,126    168,191    1,385    1,311,732 

 

1)Right-of-use assets consist of property and equipment relatedto assets leased and accounted for under IFRS 16
2)Depreciation expense related to camps, equipment, and right-of-useassets associated with the KSM construction is capitalized to construction in progress
3)Disposals relate to equipment lease cancellations at KSM.

 

Mineral interests, propertyand equipment additions by project are as follows:

 

       Six months ended June 30, 2025     
($000s)  January 1,
2025
   Mineral
interests
   Construction
in progress
   Property &
equipment
   Right-of-
use assets
   Total
Additions
   June 30,
2025
 
Additions                            
KSM additions 1   1,023,292    20,160    33,147            -    301    53,608    1,076,900 
Courageous Lake   82,609    294    -    -    -    294    82,903 
Iskut   81,140    5,146    -    -    -    5,146    86,286 
Snowstorm   40,538    1,112    -    -    -    1,112    41,650 
3 Aces   30,058    1,728    -    -    -    1,728    31,786 
Grassy Mountain   771    -    -    -    -    -    771 
Corporate   611    -    -    -    -    -    611 
Total   1,259,019    28,440    33,147    -    301    61,888    1,320,907 

 

Page 10

 

 

       Year ended December 31, 2024     
($000s)  January 1,
2024
   Mineral interests   Construction in progress   Property & equipment   Right-of-use assets   Total   December 31,
2024
 
Additions                            
KSM additions 1   928,412    15,225    80,145    -    836    96,206    1,024,618 
Courageous Lake   81,519    1,090    -    -    -    1,090    82,609 
Iskut   64,078    17,062    -    -    -    17,062    81,140 
Snowstorm   39,459    1,079    -    -    -    1,079    40,538 
3 Aces   18,730    11,328    -    -    -    11,328    30,058 
Grassy Mountain   771    -    -    -    -    -    771 
Corporate   611    -    -    -    -    -    611 
    1,133,580    45,784    80,145    -    836    126,765    1,260,345 
KSM transfers   -    -    (232)   232    -    -    - 
KSM disposals   -    -    -    -    (1,326)   (1,326)   (1,326)
Total   1,133,580    45,784    79,913    232    (490)   125,439    1,259,019 

 

1)During the six months ended June 30, 2025, Construction inprogress additions at KSM included $17.2 million of capitalized borrowing costs (year ended December 31, 2024 - $32.9 million). Costscapitalized during the comparative period were net of $0.5 million of interest income earned on temporary investments of the borrowedfunds.

 

7.Accounts payable and accrued liabilities

 

($000s)  June 30,
2025
   December 31,
2024
 
Trade payables   4,981    7,701 
Non-trade payables and Accrued liabilities1   17,247    3,580 
    22,228    11,281 

 

1)Non-trade payables and Accrued liabilities include $13.1million and $2.6 million of accrued expenses at KSM and Iskut, respectively.

 

8.Provision for reclamation liabilities

 

($000s)  June 30,
2025
   December 31,
2024
 
Beginning of the period   7,292    7,435 
Disbursements   (267)   (843)
Environmental rehabilitation expense   -    450 
Accretion   76    250 
End of the period   7,101    7,292 
           
Provision for reclamation liabilities – current   2,310    1,750 
Provision for reclamation liabilities – long-term   4,791    5,542 
    7,101    7,292 

 

The estimate of the provisionfor reclamation obligations as at June 30, 2025 was calculated using the estimated discounted cash flows of future reclamation costs of$7.1 million (December 31, 2024 - $7.3 million) and the expected timing of cash flow payments required to settle the obligations in theremainder of 2025 and 2026. As at June 30, 2025, the undiscounted future cash outflows are estimated at $7.4 million (December 31, 2024- $7.7 million) primarily over the next two years. The nominal discount rate used to calculate the present value of the reclamation obligationswas 2.6% at June 30, 2025 (December 31, 2024 - 2.9%). For the six months ended June 30, 2025, reclamation disbursements amounted to $0.3million (2024 - $0.8 million).

 

Page 11

 

 

As at June 30, 2024 the Companyhas placed a total of $22.1 million (December 31, 2024 - $22.3 million) on deposit with financial institutions or with government regulatorsthat are pledged as security against reclamation liabilities. The deposits are recorded on the consolidated statements of financial positionas reclamation deposits. As at June 30, 2025 and December 31, 2024, the Company had $10.0 million of uncollateralized surety bond, issuedpursuant to arrangements with an insurance company, in support of environmental closure costs obligations related to the KSM Project.

 

9.Secured Note liabilities

 

i.2022 Secured Note

 

On February25, 2022, the Company, through its wholly-owned subsidiary, KSM Mining ULC (“KSMCo”) signed a definitive agreement to sella secured note (“2022 Secured Note”) that is to be exchanged at maturity for a silver royalty on its 100% owned KSM to institutionalinvestors (“Investors”) for US$225 million. The transaction closed on March 24, 2022. The key terms of the 2022 Secured Noteinclude:

 

Whenthe 2022 Secured Note matures, the Investors will use all of the principal amount repaid on maturity to purchase a 60% gross silver royalty(the “Silver Royalty”). Maturity occurs upon the first to occur of:

 

a)Commercial production being achieved at KSM; and

 

b)Either on March 24, 2032, the 10-year anniversary, or if theEnvironmental Assessment Certificate (“EAC”) expires and the Investors do not exercise their right to put the 2022 SecuredNote to the Company, on March 24, 2035, the 13-year anniversary of the issue date of the 2022 Secured Note.

 

Priorto its maturity, the 2022 Secured Note bears interest at 6.5% per annum, payable quarterly in arrears. The Company can elect to satisfyinterest payments in cash or by delivering common shares but subject to the limitation that no amount payable can be paid in common sharesif, after the payment, any of the Investors would own more than 9.9% of the Company’s outstanding shares.

 

TheCompany has the option to buyback 50% of the Silver Royalty, once exchanged, on or before 3 years after commercial production has beenachieved, for an amount that provides the Investors a minimum guaranteed annualized return.

 

Ifproject financing to develop, construct and place KSM into commercial production is not in place by March 24, 2027, the Investors canput the 2022 Secured Note back to the Company for US$232.5 million, (“Silver Financing Put”) with the Company able to satisfysuch amount in cash or by delivering common shares at its option subject to limitations noted below. This right expires once such projectfinancing is in place. If the Investors exercise this put right, the Investors’ right to purchase the Silver Royalty terminates.

 

IfKSM’s EAC expires at anytime while the 2022 Secured Note is outstanding, the Investors can put the 2022 Secured Note back to theCompany for US$247.5 million at any time over the following nine months, with the Company able to satisfy such amount in cash or by deliveringcommon shares at its option subject to limitations noted below. If the Investors exercise this put right, the Investors’ rightto purchase the Silver Royalty terminates.

 

Ifcommercial production is not achieved at KSM prior to March 24, 2032, the Silver Royalty payable to the Investors will increase to a75% gross silver royalty (if the EAC expires during the term of the 2022 Secured Note and the corresponding put right is not exercisedby the Investors, this uplift will occur at the thirteenth anniversary from closing). As at June 30, 2025 and December 31, 2024, thefair value of the 2022 Secured Note was calculated based on a 75% gross silver royalty.

 

Page 12

 

 

TheCompany’s obligations under the 2022 Secured Note are secured by a charge over all of the assets of KSMCo and a limited recourseguarantee from the Company secured by a pledge of the shares of KSMCo.

  

To satisfythe interest payment on the 2022 Secured Note, during 2025, the Company issued 585,395 common shares in respect of the interest incurredduring the six months ended June 30, 2025 (year ended December 31, 2024 - 1,101,403 common shares).

 

A number ofthe above noted options within the agreement represent embedded derivatives. Management has elected to not separate these embedded derivativesfrom the underlying host secured note and instead account for the entire secured note as a financial liability at fair value through profitor loss.

 

The 2022 SecuredNote was recognized at its estimated fair value at initial recognition of $282.3 million (US$225 million) using a discounted cash flowmodel with a Monte Carlo simulation. This incorporated several scenarios and probabilities of the EAC expiring, achieving commercial productionand securing project financing, silver prices forecast and the discount rates. As at June 30, 2025, the fair value of the 2022 SecuredNote is determined based on the assumption that the EAC will not expire.

 

In accordancewith IFRS 13, the fair value of a financial liability with a demand feature cannot be less than the amount payable on demand, discountedfrom the first date that the amount could be required to be paid. Based on an analysis of probabilities of potential outcomes for thetimeline to secure project financing, it was concluded that the Silver Financing Put would become exercisable in 2027, therefore, as atJune 30, 2025, the fair value of the 2022 Secured Note was recorded as the fair value of the Silver Financing Put, of $304.5 million,and for the six months ended June 30, 2025, the Company recorded a $9.3 million gain, inclusive of foreign exchange. As at December 31,2024, the fair value of the 2022 Secured Note was recorded as the fair value of the Silver Financing Put, of $313.8 million, and for theyear ended December 31, 2024, the Company recorded an overall $19.4 million loss.

 

The followingkey inputs and assumptions were used in the determination of fair value:

 

Key inputs and assumptions  June 30,
2025
   December 31,
2024
 
Forecast silver production in thousands of ounces   166,144    166,144 
Silver spot price on June 30, 2025, and December 31, 2024 1  US$35.98   US$28.91 
Risk-free rate   4.8%   4.8%
Credit spread   3.9%   4.8%
Share price volatility   60%   60%
Silver royalty discount factor   13.9%   11.6%

 

1)The metal prices used in models are based on the quoted forwardprices where available and adjusted for forward risk-free rates and cost of carry beyond quoted future forward prices.

 

Page 13

 

 

The carryingamount for the 2022 Secured Note is as follows:

 

($000s)  June 30,
2025
   December 31,
2024
 
Fair value beginning of the period   313,766    294,363 
Change in fair value (gain) loss through profit and loss   3,364    (210)
Change in fair value (gain) loss through other comprehensive income (loss)   4,677    (5,004)
Foreign currency translation (gain) loss   (17,299)   24,617 
Total change in fair value   (9,258)   19,403 
           
Fair value end of the period   304,508    313,766 

  

Sensitivity Analysis:

 

As at June30, 2025, the fair value of the 2022 Secured Note was recorded as the fair value of the Silver Financing Put, therefore the fair valueis not sensitive to changes in silver price forward curve or the forecasted silver production. The fair value recorded would be higherthan the value of the put option in the event that silver price forward curve or forecasted silver production were 28% higher, or discountrates were 1.4% lower.

 

As at June30, 2025, the fair value of the 2022 Secured Note would increase by $5.3 million if the discount rate was 1% lower and the fair valuewould decrease by $5.2 million if the discount rate was 1% higher.

 

ii.2023 Secured Note

 

On May 11,2023, the Company announced that it, through its wholly-owned subsidiary, KSM Mining ULC (“KSMCo”), had agreed to the principalterms of a royalty agreement under which Sprott Resource Streaming and Royalty Corp. (“Sprott”) would pay KSMCo US$150 millionand KSMCo would grant Sprott up to 1.2% net smelter royalty (“NSR”) on the KSM project. Thereafter, the Company and Sprottagreed to restructure the proposed transaction as the sale of a secured note and, on June 28, 2023, the Company and KSMCo, signed a definitiveagreement to sell a secured note (“2023 Secured Note”) that is to be exchanged at maturity for a net smelter returns royalty(the “NSR”) on its 100% owned KSM Project (“KSM”) to Sprott for US$150 million. The transaction closed on June29, 2023. The key terms of the 2023 Secured Note include:

 

Whenthe 2023 Secured Note matures, Sprott will use all of the principal amount repaid on maturity to purchase a 1% NSR, subject to adjustmentof the amount as described below. Maturity occurs upon the first to occur of:

 

a)Commercial production being achieved at KSM; and

 

b)Either on March 24, 2032 or, if the Environmental AssessmentCertificate (“EAC”) expires and the Investors do not exercise their right to put the 2023 Secured Note to the Company, onMarch 24, 2035.

 

Priorto its maturity, the 2023 Secured Note bears interest at 6.5% per annum, payable quarterly in arrears. However, payment of quarterlyinterest due on or before June 29, 2025 (the “Deferred Interest”) will be deferred and the Deferred Interest plus interestaccrued on it (the “Interest Deferral Amount”) is payable in a lump sum on or before December 29, 2025.

 

Page 14

 

 

KSMCocan pay the Interest Deferral Amount (US$21.5M) in cash or Seabridge common shares or KSMCo can elect to increase the size of theNSR to be sold to Sprott on the Maturity Date from a 1% NSR to a 1.2% NSR (the “Royalty Increase Election”).

 

TheCompany can elect to satisfy quarterly interest payments, including the Deferral Amount due, by paying in cash or Seabridge common sharesat its options subject to limitations noted below. The requirement to make quarterly interest payments expires on the maturity date.

 

Ifcommercial production is not achieved at the KSM Project prior to March 24, 2032, the size of the NSR to be sold to Sprott on the MaturityDate will increase to 1.25% if KSMCo paid the Interest Deferral Amount in cash or shares, or to 1.5% if KSMCo made the Royalty IncreaseElection (the applicable increase being the “Production Delay Increase”). As at June 30, 2025 and December 31, 2024, thefair value of the 2023 Secured Note was calculated based on a 1.25% to 1.5% NSR.

 

TheCompany has the option to purchase the NSR amount down (after the NSR is sold to Sprott) to a 0.5% NSR (or to 0.625% if the ProductionDelay Increase occurred) on or before three years after commercial production has been achieved, for an amount that provides Sprott aminimum guaranteed annualized return.

 

Ifproject financing to develop, construct and place KSM into commercial production is not in place by March 24, 2027, Sprott can put the2023 Secured Note back to the Company (“NSR Financing Put”) for:

 

a)if the Company is obligated to sell Sprott a 1% or 1.25% NSRon the Maturity Date at the time, US$155 million plus accrued and unpaid interest, or

 

b)if the Company is obligated to sell Sprott a 1.2% or 1.5% NSRon the Maturity Date at the time, US$180 million plus accrued and unpaid interest.

 

This Sprottput right expires once such project financing is in place. If Sprott exercises this put right, Sprott’s right to purchase the NSRterminates.

 

IfKSM’s EAC expires at anytime while the 2023 Secured Note is outstanding, Sprott can put the 2023 Secured Note back to the Companyat any time over the following nine months for:

 

a)if the Company is obligated to sell Sprott a 1% NSR on the MaturityDate at the time, US$165 million plus accrued and unpaid interest, or

 

b)if the Company is obligated to sell Sprott a 1.2% NSR on theMaturity Date at the time, US$186.5 million plus accrued and unpaid interest.

 

If Sprottexercises this put right, Sprott’s right to purchase the NSR terminates.

 

TheCompany can elect to satisfy payments due on Sprott’s exercise of either of its put rights in cash or by delivering common sharesat its options subject to the limitation that no amount payable shall be paid in common shares if, after the payment, Sprott would ownmore than 9.9% of the Company’s outstanding shares.

 

TheCompany’s obligations under the 2023 Secured Note are secured by a charge over all of the assets of KSMCo and a limited recourseguarantee from the Company secured by a pledge of the shares of KSMCo.

 

A number ofthe above noted options within the agreement represent embedded derivatives. Management has elected to not separate these embedded derivativesfrom the underlying host secured note, and instead account for the entire secured note as a financial liability at fair value throughprofit or loss.

 

Page 15

 

 

The 2023 SecuredNote was recognized at its estimated fair value at initial recognition of $198.8 million (US$150 million) using a discounted cash flowmodel with a Monte Carlo simulation. This incorporated several scenarios and probabilities of the EAC expiring, achieving commercial productionand securing project financing, metal prices forecast and discount rates. As at June 30, 2025, the fair value of the 2023 Secured Noteis determined based on the assumption that the EAC will not expire.

 

In accordancewith IFRS 13, the fair value of a financial liability with a demand feature cannot be less than the amount payable on demand, discountedfrom the first date that the amount could be required to be paid. Based on an analysis of probabilities of potential outcomes for thetimeline to secure project financing, it was concluded that the NSR Financing Put would become exercisable in 2027, however as at June30, 2025 and December 31, 2024, the fair value of the 2023 Secured Note was greater than the fair value of the NSR Financing Put embeddedin the note and the Company recorded the higher value recognizing a $22.6 million loss (year ended December 31, 2024 - $30.7 million gain)on the remeasurement of the 2023 Secured Note liability.

 

The followingkey inputs and assumptions were used in the determination of fair value:

 

Key inputs and assumptions  June 30,
2025
   December 31,
2024
 
Forecast NSR:        
Gold in thousands of ounces   10,500    10,500 
Silver in thousands of ounces   29,876    29,876 
Copper in millions of pounds   19,322    19,322 
Molybdenum in millions of pounds   152    152 
Metals spot prices on June 30, 2025, and December 31, 2024: 1          
Gold per ounce  US$3,277.25   US$2,610.85 
Silver per ounce  US$35.98   US$28.91 
Copper per pound  US$4.46   US$4.00 
Molybdenum per pound  US$ 21.87   US$21.37 
Risk-free rate   4.8%   4.8%
Credit spread   3.9%   4.8%
Share price volatility   60%   60%
NSR royalty discount factor   13.9%   11.6%

 

1)The metal prices used in model are based on the quoted forwardprices where available and adjusted for forward risk-free rates and cost of carry beyond quoted future forward prices.

  

The carryingamount for the 2023 Secured Note is as follows:

 

($000s)  June 30,
2025
   December 31,
2024
 
Fair value beginning of the period   248,786    279,525 
Change in fair value (gain) loss through profit and loss   7,346    (23,353)
Change in fair value (gain) loss through other comprehensive income (loss)   28,998    (29,195)
Foreign currency translation (gain) loss   (13,784)   21,809 
Total change in fair value   22,560    (30,739)
           
Fair value end of the period   271,346    248,786 

 

Page 16

 

 

Sensitivity Analysis:

 

For the fair value of the 2023Secured Note, reasonably possible changes at the reporting date to one of the significant inputs, holding other inputs constant, wouldhave the following effects:

 

Key Inputs  Inter-relationship between significant inputs and fair value measurement 

Increase (decrease)

(millions)

 
Key observable inputs  The estimated fair value would increase (decrease) if:     
·     Metals price forward curve  ·     Future metal prices were 10% higher  $18.2 
   ·     Future metal prices were 10% lower  $(18.2)
·     Discount rates  ·     Discount rates were 1% higher  $(31.8)
   ·     Discount rates were 1% lower  $38.4 
Key unobservable inputs        
·     Forecasted metal production  ·      Metal production indicated volumes were 10% higher  $17.8 
   ·      Metal production indicated volumes were 10% lower  $(17.8)

  

10.Shareholders’ equity

 

The Company is authorized to issuean unlimited number of preferred shares and common shares with no par value. No preferred shares have been issued or were outstandingat June 30, 2025 or December 31, 2024.

 

The Company manages its capital structureand makes adjustments to it, based on the funds available to the Company, in order to support the acquisition, exploration and developmentof mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management but rather relieson the expertise of the Company’s management to sustain future development of the business.

 

The properties in which the Companycurrently has an interest are in the pre-operating stage, as such the Company is dependent on external financing to fund its activities.In order to carry out the planned exploration and pay for administrative costs, the Company will spend its existing working capital andraise additional amounts as needed.

 

Management reviews its capital managementapproach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changesin the Company’s approach to capital management during 2025. The Company considers its capital to be share capital, stock-based compensation,contributed surplus and deficit. The Company is not subject to externally imposed capital requirements.

 

a)Equity financings

 

On June 19, 2025, the Companyissued 1,200,000 flow-through common shares at $25.38 per common share for aggregate gross proceeds of $30.5 million. The Company committedto renounce its ability to deduct qualifying exploration expenditures for the equivalent value of the gross proceeds of the flow-throughfinancing and transfer the deductibility to the purchasers of the flow-through shares. The effective date of the renouncement is December31, 2025. At the time of issuance of the flow-through shares, $6.2 million premium was recognized as a liability on the consolidated statementsof financial position. During the six months ended June 30, 2025, the Company incurred $2.7 million of qualifying exploration expendituresand $0.5 million of the premium was recognized through other income on the interim condensed consolidated statements of operations andcomprehensive income (loss).

 

Page 17

 

 

On February 13, 2025, the Companyentered into an agreement to sell, on a bought deal basis, 6,540,000 common shares of the Company, at US$12.25 per common share, for grossproceeds of US$80.1 million. The financing closed on February 19, 2025. Also on February 13, 2025, the Company entered into a privateplacement subscription agreement with a strategic investor to sell 1,640,000 common shares of the Company at US$12.25 per common share,for gross proceeds of US$20.1 million. The private placement closed concurrently with the bought deal. In aggregate, 8,180,000 commonshares were issued, at a price of US$12.25 per common share, for gross proceeds of $142.5 million (US$100.2 million).

 

During the first quarter of2023, the Company entered into an agreement with two securities dealers, for an At-The-Market (“ATM”) offering program, entitlingthe Company, at its discretion, and from time to time, to sell up to US$100 million in value of common shares of the Company. This programwas in effect until the Company’s US$750 million Shelf Registration Statement, that was due to expire in January 2025, was replacedwith a new US$750 million Shelf Registration Statement, replacing the one due to expire. In the first quarter of 2025, a US$100 millionprospectus supplement was filed and the Company entered into an agreement with two securities dealers for a new ATM offering program,entitling the Company, at its discretion, and from time to time, to sell up to US$100 million in value of common shares of the Company.This program can be in effect until the Company’s US$750 million Shelf Registration Statement expires in February 2027.

 

During the first quarter of2025, the Company issued 126,750 shares, at an average selling price of $17.79 per share, for netproceeds of $2.2 million under the Company’s ATM. During 2024, the Company issued 3,645,859 shares, at an average sellingprice of $21.25 per share, for net proceeds of $75.9 million under the Company’s ATM. As at June 30, 2025, US$97.4 million was availableunder the ATM. Subsequent to the quarter end, the Company issued 90,000 shares, at an average sellingprice of $22.89 per share, for net proceeds of $2.0 million under the Company’s At-The-Market offering.

 

On June 5, 2024, the Companyissued 575,000 flow-through common shares at $31.26 per common share for aggregate gross proceeds of $18.0 million. The Company committedto renounce its ability to deduct qualifying exploration expenditures for the equivalent value of the gross proceeds of the flow-throughfinancing and transfer the deductibility to the purchasers of the flow-through shares. The effective date of the renouncement was December31, 2024. At the time of issuance of the flow-through shares, $6.4 million premium was recognized as a liability on the consolidated statementsof financial position. During the year ended December 31, 2024, the Company incurred $3.1 million of qualifying exploration expendituresand $1.1 million of the premium was recognized through other income on the interim condensed consolidated statements of operations andcomprehensive income (loss). During the six months ended June 30 2025, the Company incurred $14.9 million of qualifying exploration expendituresand the remaining $5.3 million premium was recognized through other income on the interim condensed consolidated statements of operationsand comprehensive income (loss).

 

On December 23, 2024, the Companyissued 195,500 flow-through common shares at $25.67 per common share for aggregate gross proceeds of $5.0 million. The Company committedto renounce its ability to deduct qualifying exploration expenditures for the equivalent value of the gross proceeds of the flow-throughfinancing and transfer the deductibility to the purchasers of the flow-through shares. The effective date of the renouncement was December31, 2024. At the time of issuance of the flow-through shares, $1.7 million premium was recognized as a liability on the consolidated statementsof financial position. During the year ended December 31, 2024, the Company incurred $0.2 million of qualifying exploration expendituresand $0.1 million of the premium was recognized through other income on the interim condensed consolidated statements of operations andcomprehensive income (loss). During the six months ended June 30 2025, the Company incurred $1.1 million of qualifying exploration expendituresand $0.4 million of the remaining premium was recognized through other income on the interim condensed consolidated statements of operationsand comprehensive income (loss).

 

Page 18

 

 

b)Stock options and restricted share units

 

In 2024, the Company’sStock option plan was cancelled. The Company provides compensation to directors and employees in the form of RSUs and DSUs. Pursuant tothe Company’s RSU and DSU Plan, the Board of Directors has the authority to grant RSUs and DSUs, and to establish terms includingthe vesting criteria and the life of the RSUs and the DSUs. The RSU and DSU transactions were as follows:

 

   Options   RSUs and DSUs   Total 
   Number of
options
   Weighted
average
exercise price ($)
   Amortized value
($000s)
   Number of
units
   Amortized value
($000s)
   Stock-based
compensation
($000s)
 
Outstanding January 1, 2025              -                 -                  -    837,301    4,198    4,198 
Granted DSUs   -    -    -    10,000    -    - 
Vested RSUs and DSUs   -    -    -    (34,000)   (578)   (578)
Expired/forfeited RSUs   -    -    -    (5,499)   (24)   (24)
Amortized value of RSUs and DSUs   -    -    -    -    2,495    2,495 
Outstanding at June 30, 2025   -    -    -    807,802    6,091    6,091 
                               
Exercisable at June 30, 2025   -                          

 

   Options   RSUs and DSUs   Total 
   Number of
options
   Weighted
average
exercise price ($)
   Amortized value
($000s)
   Number of
units
   Amortized value
($000s)
   Stock-based
compensation
($000s)
 
Outstanding January 1, 2024   50,000    17.72    416    697,726    2,984    3,400 
Granted RSUs and DSUs   -    -    -    370,920    134    134 
Exercised option or vested RSU   (50,000)   17.72    (416)   (151,638)   (2,466)   (2,882)
Expired/forfeited RSUs   -    -    -    (79,707)   (84)   (84)
Amortized value of RSUs and DSUs   -    -    -    -    3,630    3,630 
Outstanding at December 31, 2024   -    -    -    837,301    4,198    4,198 
                               
Exercisable at December 31, 2024   -                          

 

During the current quarter,two members of the Board of Directors retired and their RSUs and DSUs vested and were exchanged for 34,000 common shares of the Company.Also, during the current quarter, 10,000 DSUs were granted to a new Board member.

 

In December 2024, 54,500 DSUswere granted to Board members, 272,420 RSUs were granted to senior management, and 44,000 RSUs were granted to other employees of theCompany. The vesting of the RSUs granted to senior management is dependent on certain corporate objectives including a positive constructiondecision at KSM, and the Company’s share price outperforming certain market benchmarks. The fair value of RSUs granted with vestingdependent on market conditions was valued using a Monte-Carlo simulation. The total fair value of the RSU and DSU grants, of $6.0 million,was estimated as at the grant date and will be amortized over the expected service period of the grants. The expected service period rangesfrom one year to five years from the date of the grant and is also dependent on the corporate objectives being met.

 

In December 2023, 379,300 RSUswere granted to the Board members, members of senior management, and to other employees of the Company. Of those, 277,500 was grantedto senior management, with vesting dependent on certain corporate objectives including the completion of a bankable feasibility studyat KSM, and the Company’s share price outperforming certain market benchmarks. The fair value of RSUs granted with vesting dependenton market conditions was valued using a Monte-Carlo simulation. The total fair value of the RSU grants, of $4.6 million, was estimatedas at the grant date and will be amortized over the expected service period of the grants. The expected service period ranges from oneyear to three years from the date of the grant and is also dependent on the corporate objectives being met. Of the RSUs granted to seniormanagement, 69,375 RSUs, with vesting dependent on market conditions, expired on December 31, 2024.

 

In December 2022, 310,266 RSUswere granted to the Board members, members of senior management, and to other employees of the Company. Of those, 232,266 was grantedto senior management, with vesting dependent on certain corporate objectives including the Company submitting its formal application tothe regulator for the KSM Project to be designated as Substantially Started, notification from the regulator that the KSM Project hasbeen designated as Substantially Started, and announcement of KSM joint venture agreement, or other transformative transaction affectingthe ownership and control of KSM. The fair value of the total RSU grants, of $5.1 million, was estimated as at the grant date to be amortizedover the expected service period of the grants. The expected service period ranges from nine months to three years from the date of thegrant and is dependent on the corporate objectives being met. During the first quarter of 2024, upon the Company submitting its formalapplication to regulators for the KSM Project to be designated as Substantially Started, 58,066 RSUs vested and were exchanged for commonshares of the Company. During the third quarter of 2024, and upon the Company receiving the Substantially Started Designation for theKSM Project, further 58,067 RSUs vested and were exchanged for common shares of the Company.

 

Page 19

 

 

During the second quarter of2024, the remaining 50,000 outstanding share options with an exercise price of $17.72 were exercised and were exchanged for common sharesof the Company.

 

c)Basic and diluted net earnings (loss) per common share

 

Basic and diluted net earningsattributable to common shareholders of the Company for the three and six months ended June 30, 2025 was $12.3 million and $22.9 million,respectively (three and six months ended June 30, 2024 - $45.2 million and $37.1 million, respectively).

 

Earnings (loss) per share has beencalculated using the weighted average number of common shares and common share equivalents issued and outstanding during the period.Stock options are reflected in diluted earnings per share by application of the treasury method. The following table details the weightedaverage number of outstanding common shares for the purpose of computing basic and diluted loss per common share for the following periods:

 

    Three months ended
June 30,
    Six months ended
June 30,
 
(Number of common shares)   2025     2024     2025     2024  
Basic weighted average shares outstanding     100,717,617       87,920,852       98,246,076       87,168,285  
Weighted average shares dilution adjustments: 1                                
Restricted share units     428,269       402,926       422,518       371,700  
Deferred stock units     922       -       15       -  
Diluted weighted average shares outstanding     101,146,808       88,323,778       98,668,609       87,539,985  

 

1)Dilutive RSU and DSU units were determined using the Company’saverage share price for the period. For the three and six months ended June 30, 2025, the average share price used was $17.64 and $17.34,respectively (three and six months ended June 30, 2024 - $20.70 and $18.25, respectively)

  

11.Cash flow items

 

Adjustment for other non-cash itemswithin operating activities:

 

      Three months ended
June 30,
   Six months ended
June 30,
 
($000s)  Notes  2025   2024   2025   2024 
Equity loss of associate  4   113    43    198    24 
Depreciation      19    34    40    68 
Finance costs, net      39    62    76    123 
Effects of exchange rate fluctuation on cash and cash equivalents      943    (236)   963    (604)
       1,114    (97)   1,277    (389)

  

12.Fair value of financial assets and liabilities

 

Fair value is the price that wouldbe received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurementdate. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value.

 

Level 1: Inputs are quoted prices (unadjusted)in active markets for identical assets or liabilities.

 

Level 2: Inputs are quoted prices inmarkets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that areobservable for the asset or liability (for example, interest rate and yield curves observable at commonly quoted intervals, forward pricingcurves used to value currency and commodity contracts, volatility measurements used to value option contracts and observable credit defaultswap spreads to adjust for credit risk where appropriate), or inputs that are derived principally from or corroborated by observable marketdata or other means.

 

Level 3: Inputs are unobservable (supportedby little or no market activity).

 

The fair value hierarchy gives thehighest priority to Level 1 inputs and the lowest priority to Level 3 inputs.

 

Page 20

 

 

The Company’s fair values offinancial assets and liabilities were as follows:

 

   June 30, 2025 
($000s)  Carrying Amount   Level 1   Level 2   Level 3   Total Fair
Value
 
Assets                
Investment in marketable securities   6,672    6,672    -    -    6,672 
Liabilities                         
Secured note liabilities   575,854    -    -    575,854    575,854 

 

   December 31, 2024 
($000s)  Carrying Amount   Level 1   Level 2   Level 3   Total Fair
Value
 
Assets                
Investment in marketable securities   5,403    5,403    -    -    5,403 
Liabilities                         
Secured note liabilities   562,552    -    -    562,552    562,552 

 

The carrying value of cash and cashequivalents, short-term deposits, amounts receivable and accounts payable and accrued liabilities approximate their fair values due tothe short-term maturity of these financial assets and liabilities.

 

The Company’s financial riskexposures and the impact on the Company’s financial instruments are summarized below:

 

Credit Risk

 

The Company’s credit risk isprimarily attributable to short-term deposits, convertible notes receivable, and receivables included in amounts receivable and prepaidexpenses. The Company has no significant concentration of credit risk arising from operations. The short-term deposits consist of CanadianSchedule I bank guaranteed notes, with terms up to one year but are cashable in whole or in part with interest at any time to maturity,for which management believes the risk of loss to be remote. Management believes that the risk of loss with respect to financial instrumentsincluded in amounts receivable and prepaid expenses to be remote.

 

Liquidity Risk

 

The Company’s ability to fundits operations and capital expenditures and other obligations as they become due is dependent upon market conditions. During the firstquarter of 2025, the Company replaced its US$750 million base shelf prospectus and related registration statement, that was expiring inlate January 2025, with a new US$750 million base shelf prospectus and registration statement that expires in February 2027. In January2025, the Company renewed its ATM offering that allows for the issuance of up to an additional US$100 million of its common shares byway of sales over the New York Stock Exchange. The ATM is available to the Company until February 2027 (or until US$100 million in shareshave been sold). Under the terms of the US$80.1 million bought deal financing completed on February 19, 2025, the Company agreed not tosell any of its shares for a 90-day period.

 

During the first quarter of 2025,the Company raised $2.2 million (in 2024 - $75.9 million) through the ATM offering. The Company intends to utilize the ATM offering currentlyin place and believes that with this it will have sufficient liquidity to continue its operations and meet its obligations for the nexttwelve months. As the Company does not generate cash inflows from operations, the Company is dependent upon external sources of financingto fund its exploration projects and on-going activities. When required, the Company will seek additional sources of cash to cover itsproposed exploration and development programs at its key projects, in the form of equity financing or from the sale of non-core assets.

 

Page 21

 

 

The Company’s approach to managingliquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at June 30, 2025, the Company hadcash and cash equivalents of $121.4 million (December 31, 2024 - $49.8 million) for settlement of current financial liabilities of $21.9million (December 31, 2024 - $11.3 million). Except for the secured note liabilities and the reclamation obligations, the Company’s financialliabilities primarily have contractual maturities of 30 days and are subject to normal trade terms.

 

The following table details theCompany’s expected remaining contractual cash flow requirements for its financial liabilities on repayment or maturity periods.The amounts presented are based on the contractual undiscounted cash flows and may not agree with the carrying amounts in the consolidatedstatements of financial position.

 

($000s)  Less than
1 year
   1-3 years   3-5 years   Greater than
5 years
   Total 
2022 Secured Note including interest   19,902    39,804    39,804    204,998    304,508 
2023 Secured Note including interest   42,525    26,536    26,536    175,749    271,346 
Flow-through share expenditures   3,812    27,794    -    -    31,606 
Lease obligation   424    1,018    851    175    2,468 
    66,663    95,152    67,191    380,922    609,928 

  

Market Risk

 

(a)Interest Rate Risk

 

Interest rate risk is the riskthat the future cash flows of a financial instrument or its fair value will fluctuate because of changes in market interest rates. Thesecured note liabilities (Note 9) bear interest at a fixed rate of 6.5% per annum. The Company’s current policy is to invest excess cashin Canadian bank guaranteed notes (short-term deposits). The short-term deposits can be cashed in at any time and can be reinvested ifinterest rates rise.

 

(b)Foreign Currency Risk

 

The Company’s functional currencyis the Canadian dollar and major purchases are transacted in Canadian and US dollars. The secured note liabilities and the related interestpayments are denominated in US dollars. The Company has the option to pay the interest either in cash or in shares. The Company also fundscertain operations, exploration and administrative expenses in the United States on a cash call basis using US dollar cash on hand orconverted from its Canadian dollar cash. Management believes the foreign exchange risk derived from currency conversions is not significantto its operations and has not entered into any foreign exchange hedges. As at June 30, 2025, the Company had cash and cash equivalents,investment in associate, reclamation deposits, accounts payable and secured note liabilities that are in US dollars.

 

(c)Investment Risk

 

The Company has investments inother publicly listed exploration companies which are included in investments. These shares were received as option payments on certainexploration properties the Company owns or has sold. In addition, the Company holds $6.6 million in a gold exchange traded receipt thatis recorded on the consolidated statements of financial position in investments. The risk on these investments is significant due to thenature of the investment but the amounts are not significant to the Company.

 

Page 22

 

 

13.Corporate and administrative expenses

 

  Three months ended
June 30,
   Six months ended
June 30,
 
($000s)  2025   2024   2025   2024 
Employee compensation   1,692    1,638    3,415    3,358 
Stock-based compensation   1,409    857    2,471    2,047 
Professional fees   752    1,210    1,061    1,915 
Other general and administrative   1,102    1,094    2,362    2,126 
    4,955    4,799    9,309    9,446 

 

14.Related party disclosures

 

During the six months ended June 30,2025 and 2024, there were no payments to related parties other than compensation paid to key management personnel. These transactionswere in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established andagreed to by the related parties.

 

15.Commitments and contingencies

 

   Payments due by years 
($000s)  Total   2025   2026-2027   2028-2029   2030-2031 
2022 Secured Note – interest   113,987    9,951    39,804    39,804    24,428 
2023 Secured Note – interest   105,248    35,891    26,536    26,536    16,285 
Capital expenditure commitments   48,367    48,367    -    -    - 
Flow-through share expenditures   31,606    3,812    27,794    -    - 
Mineral interests   8,644    238    1,634    3,386    3,386 
Lease obligation   2,443    424    1,018    851    150 
    310,295    98,683    96,786    70,577    44,249 

 

In 2022, the Company enteredinto a Facilities Agreement with BC Hydro covering the design and construction of facilities by BC Hydro to supply construction phasehydro-sourced electricity to the KSM project. On March 21, 2024, and again on January 8, 2025, the Company signed amendments to the FacilitiesAgreement with BC Hydro.

 

Based on the amended FacilitiesAgreement, the cost to complete the construction is estimated to be $86.2 million which the Company has fully paid inclusive of $31.8million paid during the current quarter. In addition, the Facilities Agreement requires $74.7 million in security or cash from the Companyfor BC Hydro system reinforcement which is required to make the power available. The Company has fully paid all of the security to BCHydro, inclusive of $7.0 million paid in the current quarter. The $74.7 million system reinforcement security will be forgiven annually,typically over a period of less than 8 years, based on project’s power consumption. As at June 30, 2025, all payments under theFacilities Agreement and the subsequent amending agreements have been made.

 

Prior to its maturity, the 2022Secured Note bears interest at 6.5%, or US$14.6 million per annum, payable quarterly in arrears. The Company can elect to satisfy interestpayments in cash or by delivering common shares or a combination of the two.

 

Prior to its maturity, the 2023Secured Note bears interest at 6.5% or US$9.8 million per annum, payable quarterly in arrears. Payment of quarterly interest due fromthe closing date to the second anniversary is deferred and US$21.5 million must be paid on or before 30 months after the closing date.The deferred interest and ongoing quarterly interest can be satisfied by way of cash, common shares, or a combination of the two. Shouldthe Company decide not to pay the deferred interest, the NSR percentage increases from 1 to 1.2%.

  

Page 23

Exhibit 99.2

 

 

SEABRIDGE GOLD INC.

 

 

 

 

 

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

SECOND QUARTER ENDED

JUNE 30, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CONTENTS  
   
COMPANY OVERVIEW 2
OUTLOOK 3
FINANCIAL RESULTS 7
FINANCIAL CONDITION REVIEW 11
KSM SITE CAPTURE AND EARLY WORKS 15
MINERAL INTERESTS 17
LIQUIDITY AND CAPITAL RESOURCES 22
COMMITMENTS AND CONTINGENCIES 28
OTHER CONTINGENCIES 28
CONTROLS AND PROCEDURES 29
SUSTAINABILITY 30
SHARES ISSUED AND OUTSTANDING 31
RECENT ACCOUNTING PRONOUNCEMENTS 31
CRITICAL ACCOUNTING ESTIMATES 31
RISKS AND UNCERTAINTIES 32
CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS 32

 

Page 1

 

SEABRIDGE GOLD INC.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

This management’s discussion and analysis(“MD&A”) of Seabridge Gold Inc. (“Seabridge” or the “Company”) and its subsidiary companies, datedAugust 13, 2025, is intended to supplement and complement the unaudited condensed consolidated interim financial statements and relatednotes ("consolidated interim financial statements") as at and for the three and six months ended June 30, 2025. It should beread in conjunction with the Company's audited annual consolidated financial statements and annual management’s discussion and analysisfor the year ended December 31, 2024, and the 2024 Annual Information Form filed on SEDAR+ at www.sedarplus.ca.Other corporate documents are also available on SEDAR+ and EDGAR, as well as the Company’s website www.seabridgegold.com.This MD&A contains forward-looking statements that are subject to risks and uncertainties, as discussed in the "Cautionary NoteRegarding Forward-Looking Statements" in this MD&A. Readers are cautioned not to place undue reliance on forward-looking statements.As the Company has no operating projects at this time, its ability to carry out its business plan rests with its ability to sell interestsin projects or to secure equity and other financings. All dollar figures are in Canadian dollars unless otherwise stated. Figures in sometables may not add due to rounding.

 

The consolidated interim financial statementsfor the three and six months ended June 30, 2025, and the comparative periods have been prepared by the Company in accordance with IAS34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”).

 

COMPANY OVERVIEW

 

Seabridge Gold Inc. is a company engaged in acquiring,exploring, and advancing mineral properties, with an emphasis on gold resources, located in Canada and the United States of America. TheCompany’s objective is to provide its shareholders with exceptional leverage to a rising gold price and additional exposure to copperfrom significant copper resources it has acquired and discovered. The Company’s business plan is to increase its mineral resourcesin the ground, through exploration, but not to go into production on its own. The Company intends to sell projects or participate in jointventures towards production with major mining companies. Since its inception in 1999, Seabridge has acquired interests in numerous advanced-stagegold projects situated in North America, and its principal project is the KSM property located in British Columbia. The Company also holdsa 100% interest in the Courageous Lake property located in the Northwest Territories, the 3 Aces Project in Yukon, the Snowstorm Projectin Nevada and the Iskut Project other than a portion of the Snip North target in the north of the Iskut Project, in which the Companyowns between a 95% and 100% interest. Although focused on gold exploration, the Company has made significant copper discoveries, in particular,at KSM and Iskut. Seabridge’s common shares trade in Canada on the Toronto Stock Exchange under the symbol “SEA” andin the United States on the New York Stock Exchange under the symbol “SA”.

 

Page 2

 

OPERATING AND FINANCIAL HIGHLIGHTS

 

FINANCIAL HIGHLIGHTS

 

   Three months ended
June 30,
   Six months ended
June 30,
 
(in thousands of Canadian dollars, except share data)  2025   2024   2025   2024 
Remeasurement gain (loss) on secured note liabilities through profit and loss   (20,119)   68,115    (3,838)   82,755 
Remeasurement gain (loss) on secured note liabilities through other comprehensive income   (26,573)   55,430    (33,675)   34,079 
Realized foreign exchange gain (loss)   (2,311)   246    (903)   698 
Unrealized foreign exchange gain (loss)   30,566    (5,997)   31,084    (19,350)
Corporate and administrative expenses   (4,955)   (4,799)   (9,309)   (9,446)
Income tax recovery (expense)   2,025    (15,630)   (2,320)   (21,403)
Cash used in operating activities   (3,604)   (9,986)   (5,245)   (8,633)
Cash used in investing activities   (60,591)   (13,565)   (90,226)   (52,864)
Cash from financing activities   29,760    38,931    168,002    49,764 
                     
Share data                    
Basic earnings per share   0.12    0.51    0.23    0.43 
Diluted earnings per share   0.12    0.51    0.23    0.42 
Weighted average outstanding shares (basic) (millions)   100.7    87.9    98.2    87.2 

 

 

(In thousands of Canadian dollars)  June 30,
2025
   December 31,
2024
 
Balance sheet information        
Cash and cash equivalents   121,383    49,815 
Mineral interests, property and equipment   1,311,732    1,251,424 
Long-term receivables and prepaid expenses   174,320    119,947 
Secured note liabilities   575,854    562,552 

 

1)During the three months ended June 30, 2025, cash used in investing activities included $21.1 million investment in mineral interest, property and equipment (second quarter of 2024 - $12.6 million), and $38.8 million investment in long-term receivables and prepaid expenses (second quarter of 2024 - nil).

 

During the six months ended June30, 2025, cash used in investing activities included $35.4 million investment in mineral interest, property and equipment (six monthsended June 30, 2024 - $51.9 million), and $54.4 million investment in long-term receivables and prepaid expenses (six months ended June 30,2024 - nil).

 

OUTLOOK

 

KSM Project

 

The Company continues its pursuit of a joint ventureagreement on the KSM Project with a suitable partner on terms advantageous to the Company, since it does not intend to build the fullproject or operate the project alone. The KSM Project includes multiple deposits and provides a joint venture partner, or purchaser, flexibilityin the design of the project. The 2022 KSM PFS includes recommendations on additional work that could be completed to advance the projectand in the current quarter, the Company has embarked on completing some of those tasks.

 

Page 3

 

The Company received its environmental approvalsfrom the federal, provincial and Nisga’a Lisims governments in 2014, which allows for the mining and processing of 2.3 billion tonnesof ore from the KSM mineral deposits. These environmental assessment approvals are not subject to expiry with the receipt of KSM’ssubstantial start designation in July 2024 from the Province of British Columbia (the “Province”). In addition to itsenvironmental approvals, the Company currently holds significant federal and provincial permits related to the project, which allow forexploration, drilling activities, as well as early works programs, such as road and camp construction. Additional permits will stillneed to be obtained prior to the project going into full production. The design of the KSM Project as approved in our Environmental AssessmentCertificate (“EAC”), includes the Mitchell Treaty Tunnel (“MTT”) complex, two 23 km long parallel tunnels thatconnect the mine sites to the milling and processing area. The Company currently holds a number of authorizations required for the MTT,including a Mines Act permit M-245 (“M-245”) covering a portion of the MTT construction; and a License of Occupation(“LoO”) for the proposed MTT route. The Chief Gold Commissioner has also issued a Conditional Mineral Reserve (“CMR”)requiring the mineral tenure holders along the MTT route not to obstruct, endanger or interfere with the MTT. These authorizations weregranted by the appropriate government agencies originally in 2014, with the M-245 Permit issued in 2022 as a consolidation of the previousexploration permits and the LoO renewed in 2024 for 20 years. The LoO provides KSM the right to occupy the area in which it intendsto construct and operate the MTT. Once the MTT is constructed, the License will be converted into a statutory right-of-way.

 

In 2025, the Company endeavors to collect anticipatedfield data for, and undertake value engineering to support a future KSM bankable feasibility study, respond to data requirements fromthe joint venture process, and fund other costs associated with ongoing activities. In the current quarter, the Company made the finalprepayments to BC Hydro for the completion of the KSM switching station. The work that a joint venture partner might choose to completemight require the collection of additional data, and the feasibility study work might conclude that the development of the KSM Projectshould proceed generally in accordance with the 2022 KSM PFS or take a different approach to the development of the KSM Project. Therefore,the timing and cost to conclude a feasibility study are difficult to predict. The Company also continues to advance the permitting processfor securing the provincial approval to construct the full length of the MTT.

 

The Company plans its work to advance the KSMProject on an annual basis; when the results of one year’s work have been received and analyzed, planning for the next year begins.While planning its programs, the Company will consider the recommended work in the 2022 KSM PFS, but the Company will decide on work basedon its priorities and available financing, the results of its advancement work, and the items it believes are best left for a joint venturepartner to complete. Plans and objectives for each year are announced early each year. The Company has only prepared preliminary estimatesfor the cost of additional work, which has been recommended in the PFS that would see KSM through the next stages of development, andcertain of the work requires further engineering before reasonable cost estimates can be established.

 

On January 17, 2024, the Company filed its applicationfor the Substantially Started Designation (“SSD”) for KSM, and in July 2024, the Company received a positive determinationfrom the Province. The designation makes the EAC, for the KSM Project, no longer subject to expiry, significantly reducing project risk.

 

To apply for the SSD for KSM, by the end of 2023,the Company had completed infrastructure work, including the construction of fish habitat offsetting ponds, powerline infrastructure,road, bridge, and camp construction. In 2024 and the current year, the Company continued early works activities, focusing on the continuedconstruction of the power substation and the clearing of additional sites for the location of the proposed additional infrastructure,along with other technical and environmental activities.

 

Page 4

 

On November 22, 2024, the Tsetsaut/Skii km LaxHa (“TSKLH”) filed a petition against the Province seeking judicial review of the SSD by the Province for the KSM Project.TSKLH are seeking a declaration that the Province failed to fulfill its duty to consult TSKLH in respect of the SSD and an order quashingthe SSD on the basis that the Province failed to fulfill its duty to consult, the Province failed to discharge its duty of proceduralfairness and/or that the SSD was unreasonable. On November 29, 2024, the SkeenaWild Conservation Trust (“SCT”) and SoutheastAlaska Indigenous Transboundary Commission (“SEITC”) filed a second petition against the Province and the KSM Mining ULC,also seeking an order quashing the SSD on the basis that the SSD was unreasonable. SCT and SEITC are challenging the SSD as public interestadvocates who claim no rights or property interests in the KSM Project area, rather than as private litigants.

 

The SSD is unaffected by the petitions and willremain in place if the Province successfully defends the SSD. If the petitioners are successful, a typical order in these circumstanceswould require a resumption of the substantially started determination process, either to expand consultation of TSKLH or reconsider thereasons for its determination, and then a fresh determination would be issued (which may or may not reaffirm the SSD). If, after resumptionof the substantially started determination process, the Province determines the KSM Project was not “substantially started”,the SSD would not remain in place and the EAC would not expire until July 29, 2026. In this instance the Company could submit a new applicationfor a substantially started determination and include in the application additional work completed at the KSM Project since the filingof the initial SSD application in January 2024. Additionally, the EAC would not expire within the review period by the Province and wouldonly expire, if upon review of the second application, the Province determined that the KSM Project was not substantially started.

 

If the Company is unsuccessful in retaining orachieving its SSD by any of the processes described above, the EAC would expire. Based on the merits of the Company’s original applicationand the Province’s thorough review and consultation process, management considers that the probability of KSM Mining ULC not retainingthe EAC is remote.

 

The Company remains on track to meet its 2025budget of $162.7 million for activities at KSM. In the first half of the year, $54.4 million was paid to BC Hydro for construction ofthe Treaty Creek switching station, $72.1 million for site capture and early works activities, $8.0 million for environmental and socialspending, $23.8 million for technical and engineering, and $4.4 million for payroll and other holding and property costs. In the secondhalf of 2025, the Company will focus on advancing site capture, early works, and environmental programs.

 

Iskut Project

 

The 2025 exploration plans for Iskut focus oncompleting a planned 8,000 meter drill program in a 10 to 12 drill hole program in order to announce a maiden copper-gold mineral resourceat the Snip North target in Q1 2026. Additionally, the Company aims to explore further copper-gold discovery potential. The drill program,which commenced in the current quarter, will use structural, geochemical, and AI-assisted geophysical modeling.

 

In 2024, the Company identified a large,intense hydrothermal system at Snip North that remains open to the West and Northwest. This continues to be the focus of explorationin 2025, leading to the definition of a mineral resource, as the source of the mineral system discovered in 2024 is still unknown.Defining resources at Snip North will provide valuable insights that can be applied to other areas of the Iskut Property, wherethere is potential for additional Cu-Au porphyry discoveries.

 

Subsequent to the quarter, the Company releasedresults from the first three holes drilled this summer at the Snip North target, which confirmed a copper-gold porphyry deposit of unusualsize and consistency. These holes are part of a 12,000-meter drill program aimed at expanding zones of intense potassic alteration andassociated mineralization discovered in 2024. Each of the first three holes extended the mineralized footprint of Snip North, intersectingwide intervals of porphyry-style mineralization with significant copper and gold grades.

 

Page 5

 

The Company remains on track to meet its 2025 budget of $13.4million. The environmental work continues on the reclamation and closure plan for the Johnny Mountain mine. Along with other non-reclamationenvironmental work, project carrying costs, and payroll cost allocation, an additional $5.5 million is expected to be incurred for a totalof $18.9 million planned spend in 2025.

 

3 Aces Project

 

The 2025 exploration objective for 3 Aces is tocomplete an evaluation of the strike extension of the Central Core Area to the south. Accomplishing this objective will involve completing2,500 meters of diamond drilling in 5 to 7 holes. The Company remains on track to meet its 2025 budget of $7.4 million.

 

In 2024, at the 3 Aces Project, the Company completedan exploration program to evaluate and prioritize resource expansion targets across the project. The focus in 2025 is to extend knowngeological features that host gold in the Central Core Area into covered areas. The Company is pursuing an exploration model that predictsgold is localized on second-order folds along the contact of phyllite and sandstone.

 

Snowstorm Project

 

The exploration objective at Snowstorm in 2025is to continue the evaluation of a Getchell-style gold deposit and deploy new technology for the discovery of Getchell-style mineralizationat Snowstorm. The Company remains on track to meet its 2025 budget of $1.8 million. An ambient noise tomography (ANT) survey wascompleted on the property earlier this year and is being evaluated by external geophysical consultants to identify potential drill targets.

 

In 2024, a $1.1 million program was conductedto confirm conditions related to existing land use permits for the Goldstorm target and investigate a program to incorporate new technologyfor the discovery of mineralization at Snowstorm.

 

Courageous Lake Project

 

The 2025 plan for Courageous Lake is tomaintain local community relations and our permits in good standing and to initiate the permitting process for renewal of theexploration permits for the Project, which are scheduled for expiration in 2027. The Company remains on track to meet its 2025budget of $0.8 million.

 

Financing

 

The company is pursuing various fundingalternatives to support its operations and achieve its objectives. On February 19, 2025, it completed a bought deal offering generatingUS$80.1 million in gross proceeds. In addition, the company concurrently closed a private placement with a strategic investor, raisingan additional US$20.1 million. Also in June 2025, the Company completed a $30.5 million private placement flow-through financing.

 

Other financing options include issuing sharesunder a Prospectus Supplement to the existing Base Shelf Prospectus, sales under the ATM facility, selling or optioning the Company’sproperties or a royalty or streaming interest in the Company’s properties, securing funding from a joint venture partner, and privateplacements, including flow-through financings.

 

Page 6

 

FINANCIAL RESULTS

 

   Three months ended
June 30,
   Six months ended
June 30,
 
(in thousands of Canadian dollars except where noted)  2025   2024   change   2025   2024   change 
Remeasurement gain (loss) on secured note liabilities through profit and loss   (20,119)   68,115    (88,234)   (3,838)   82,755    (86,593)
Corporate and administrative expenses   (4,955)   (4,799)   (156)   (9,309)   (9,446)   137 
Foreign exchange gain (loss)   28,255    (5,751)   34,006    30,181    (18,652)   48,833 
Other income - flow-through shares   5,928    2,105    3,823    6,223    2,353    3,870 
Interest income   1,354    1,314    40    2,232    1,625    607 
Finance costs and other   (159)   (113)   (46)   (289)   (164)   (125)
Earnings before income taxes   10,304    60,871    (50,567)   25,200    58,471    (33,271)
Income tax recovery (expense)   2,025    (15,630)   17,655    (2,320)   (21,403)   19,083 
Net earnings   12,329    45,241    (32,912)   22,880    37,068    (14,188)

 

During the current quarter, the Company recordednet earnings of $12.3 million, or $0.12 per share, on both a basic and diluted basis. During the comparative period of 2024, the Companyrecorded net earnings of $45.2 million, or $0.51 per share, on both a basic and diluted basis.

 

During the first six months of 2025, the Companyrecorded net earnings of $22.9 million, or $0.23 per share, on both a basic and diluted basis. During the comparative period of 2024,the Company recorded net earnings of $37.1 million, or $0.43 per share, on a basic and $0.42 on a diluted basis.

 

Remeasurement gain (loss) on secured note liabilities through profitand loss

 

During the three and six months ended June 30,2025, the loss recognized on the remeasurement of secured note liabilities was mainly the net result of losses due to an increase in metalprices and the impact of valuing the notes at reporting periods closer to maturity, partially offset by the gain due to slight increasein discount rates and payment of interest.

 

During the three and six months ended June 30,2024, the gain recognized on the remeasurement of the secured note liabilities was the net result of gains due to an increase in discountrates, re-estimating timelines for achieving key milestones and full development of the project to commercial production, and paymentof interest, offset by the impact of narrower credit spreads, higher metal prices, the appreciation of the US dollar compared to the Canadiandollar, and the change in the valuation date.

 

Corporate and administrative expenses

 

Corporate and administrative expenses are outlined below:

 

   Three months ended
June 30,
   Six months ended
June 30,
 
($000s)  2025   2024   Change   Change   2025   2024   Change   Change 
Employee compensation   1,692    1,638    54    3%   3,415    3,358    57    2%
Stock-based compensation   1,409    857    552    64%   2,471    2,047    424    21%
Professional fees   752    1,210    (458)   (38)%   1,061    1,915    (854)   (45)%
Other general and administrative   1,102    1,094    8    1%   2,362    2,126    236    11%
    4,955    4,799    156    3%   9,309    9,446    (137)   (1)%

 

Page 7

 

Total Corporate and administrative expenses forthe three months ended June 30, 2025, were $5.0 million compared to $4.8 million in the prior-year period. The increase was mainly dueto higher stock-based compensation, partially offset by lower professional fees.

 

Total corporate and administrative expenses inthe first six months of 2025 were $9.3 million compared to $9.4 million in the first six months of 2024. A slight decrease was mainlydue to lower professional fees, partially offset by higher stock-based compensation and higher other general and administrative expenses.Lower professional fees were mainly due to the lower costs associated with external consulting and legal fees.

 

Higher professional fees in 2024 were mainly dueto the higher costs associated with external consulting, due diligence costs, and legal expenses. Higher general and administrative expensesin 2025 were mainly due to higher insurance premiums and higher investor relations costs.

 

During the three and six months ended June 30,2025, stock-based compensation expense related to restricted share units (“RSUs”) and deferred share units (“DSUs”)increased by $0.6 million and $0.4 million, respectively, when compared to the same periods in 2024. The increase was primarily due tothe accelerated amortization of RSUs and DSUs, recognized upon the retirement of two board members on June 25, 2025.

 

As at June 30, 2025, 755,302 RSUs and 52,500 DSUswere outstanding. The Company’s stock-based compensation expenses related to RSUs and DSUs are presented in the following tables:

 

        ($000s) 
RSUs granted  Number
of RSUs
   Grant
date fair
value
   Forfeited/
Expired
   Expensed
prior to
2024
   Expensed
in 2024
   Expensed
in 2025
   Balance
to be
expensed
 
Jun 24, 2021   10,000    222    -    222    -    -    - 
Sept 1, 2021   20,000    454    -    454    -    -    - 
Sept 7, 2021   10,000    229    -    229    -    -    - 
Oct 1, 2021   10,000    195    -    195    -    -    - 
Jul 4, 2022   10,000    159    -    133    26    -    - 
Dec 13, 2022   310,266    4,899    10,665    2,955    1,488    306    150 
Jun 28, 2023   20,000    312    -    52    104    52    104 
Dec 11, 2023   379,300    4,504    78,041    117    1,929    813    1,645 
Dec 9, 2024   316,420    4,987    1,500    0    121    996    3,870 
              90,206    4,357    3,668    2,167    5,769 

 

        (000s) 
DSUs granted  Number
of DSUs
   Grant date
fair value ($)
   Expensed
prior to
2024
   Expensed
in 2024
   Expensed
in 2025
   Balance
to be
expensed
 
December 9, 2024   54,500    1,031       -    12    304    715 
June 25, 2025   10,000    196         -    -    196 
              -    12    304    911 

 

During the current quarter, 10,000 DSUs were grantedto a new member of the Board of Directors. In addition, 12,000 DSUs and 22,000 RSUs vested upon the retirement of two Board members.

 

Page 8

 

During the fourth quarter of 2024, 54,500 DSUswere granted to members of the Board of Directors, 272,420 RSUs were granted to senior management, and 44,000 RSUs were granted to otheremployees of the Company. The vesting of certain RSUs granted to senior management is dependent on attaining corporate objectives, includinga positive construction decision at KSM and the Company’s share price outperforming certain market benchmarks. A total of 69,375RSUs granted to senior management, subject to market condition-based vesting, expired on December 31, 2024, as the performance criteriawere not met.

 

During the first quarter of 2024 and upon theCompany submitting its formal application to BC regulators for the KSM Project to be designated as Substantially Started, 58,066 RSUs,granted in 2022, vested. During the third quarter of 2024, upon the Company receiving its Substantially Started Designation from the BCGovernment, 58,067 RSUs, granted in 2022, vested together with an additional 5,000 RSUs granted to a director. In December 2024, 25,505RSUs vested, representing one-third of the RSUs granted to the non-executive employees in 2022 and 2023.

 

Foreign exchange

 

   Three months ended
June 30,
   Six months ended
June 30,
 
($000s)  2025   2024   change   2025   2024   change 
Unrealized foreign exchange gain (loss)   30,566    (5,997)   36,563    31,084    (19,350)   50,434 
Realized foreign exchange gain (loss)   (2,311)   246    (2,557)   (903)   698    (1,601)
Foreign exchange gain (loss)   28,255    (5,751)   34,006    30,181    (18,652)   48,833 

 

Movements in foreign exchange are primarily dueto the revaluation of monetary assets and liabilities as at the balance sheet date and the appreciation or depreciation of the Canadiandollar compared to the US dollar in the period.

 

The secured note liabilities are denominated inUS dollars. The impact of foreign exchange rate fluctuations on the valuation of the secured note liabilities is recorded as foreign exchangegain (loss) on the consolidated statements of operations and comprehensive income (loss). Remaining foreign exchange gains or losses areprimarily related to the revaluation of cash and cash equivalents denominated in US dollars. Appreciation of the Canadian dollar relativeto the US dollar during the current year resulted in a foreign exchange gain on the revaluation of secured note liabilities, and conversely,a foreign exchange loss on the revaluation of cash and cash equivalents denominated in US dollars.

 

Page 9

 

Other income - flow-through shares

 

During the three and six months ended June 30,2025, the Company recognized $5.9 million and $6.2 million, respectively, of other income related to the flow-through share premium recordedon the financings completed in June 2024, December 2024 and June 2025 (discussed below). During the three and six months ended June 30,2024, the Company recognized $2.1 million and $2.4 million, respectively, of other income related to the flow-through share premium recordedon the financing completed in December 2022.

 

Interest income

 

Interest income recognized during the three andsix months ended June 30, 2025, amounted to $1.4 million and $2.2 million, respectively, compared to $1.3 million and $1.6 million duringthe three and six months ended June 30, 2024, respectively. The increase was primarily attributable to interest income earned on cashdeposits and short-term investments made with the proceeds from the private placement and the bought deal financing completed in February2025.

 

Finance costs and other

 

Finance costs and other amounted to $0.2million and $0.3 million in the three and six months ended June 30, 2025, respectively, compared to $0.1 million and $0.2 million inthe three and six months ended June 30, 2024, respectively. During the first six months of 2025, capitalized interest related to thesecured note liabilities amounted to $17.2 million, compared to $16.0 million in the comparative period of 2024. Costs capitalizedduring the comparative period were net of $0.5 million of interest income earned on temporary investments of the borrowed funds.

 

QUARTERLY INFORMATION

 

Selected financial information for the last eightquarters ending June 30, 2025 is as follows:

 

(in thousands of Canadian dollars,   2025   2024   2023 
except per share amounts)  Q2   Q1   Q4   Q3   Q2   Q1   Q4   Q3 
Revenue   -    -    -    -    -    -    -    - 
Earnings (loss) for the period   12,329    10,551    (40,764)   (27,551)   45,241    (8,173)   (22,175)   (5,292)
Basic earnings (loss) per share   0.12    0.11    (0.45)   (0.31)   0.51    (0.09)   (0.26)   (0.06)
Diluted earnings (loss) per share   0.12    0.11    (0.45)   (0.31)   0.51    (0.09)   (0.26)   (0.06)

 

Page 10

 

Change in the fair value of the secured note liabilitiesis summarized in the following table:

 

   2025   2024   2023 
(in thousands of Canadian dollars)  Q2   Q1   Q4   Q3   Q2   Q1   Q4   Q3 
Change in fair value through profit or loss:                                        
Fair value remeasurement gain (loss)   (20,119)   16,281    (3,804)   (42,035)   68,115    14,640    (40,065)   11,742 
Unrealized foreign exchange gain (loss)   30,564    518    (33,050)   5,972    (5,997)   (13,351)   14,881    (12,013)
Total change in fair value gain (loss) through profit or loss   10,445    16,799    (36,854)   (36,063)   62,118    1,289    (25,184)   (271)
Change in fair value gain (loss) through other comprehensive income (loss)   (26,573)   (7,102)   (15,401)   15,521    55,430    (21,351)   (53,457)   (32,063)
Capitalized deferred interest 1   (3,374)   (3,498)   (3,406)   (3,325)   (3,335)   (3,287)   (6,588)   - 
Total change in fair value   (19,502)   6,199    (55,661)   (23,867)   114,213    (23,349)   (85,229)   (32,334)

 

1)The deferred interest related to the 2023 Secured Note is classified as capitalized borrowing costs.

 

FINANCIAL CONDITION REVIEW

 

(In thousands of Canadian dollars)  June 30,
2025
   December 31,
2024
 
Balance sheet information        
Cash and cash equivalents   121,383    49,815 
Other current assets   13,526    8,331 
Non-current assets   1,509,540    1,394,591 
Total assets  $1,644,449    1,452,737 
           
Current liabilities   31,828    20,319 
Non-current liabilities excluding secured note liabilities   17,634    26,848 
Secured note liabilities   575,854    562,552 
Total liabilities   625,316    609,719 
Total equity   1,019,133    843,018 
Total liabilities and equity  $1,644,449    1,452,737 

 

Page 11

 

Cash and cash equivalents

 

Cash and cash equivalents increased primarilydue to the US$100.2 million financing completed in February 2025, and the $30.5 million private placement flow-through financing completedin June 2025, partially offset by cash used in investing and operating activities during the period.

 

Other current assets

 

Other current assets primarily consist of HSTand other receivables, prepaid expenses, and investments. The increase in other current assets in 2025 was mainly due to $3.7 millionincrease in prepaid expenses, and $1.3 million increase due to fair value remeasurement of marketable securities.

 

Non-current assets

 

Non-current assets consist primarily ofmineral interests, property and equipment, long-term receivables and prepaid expenses, reclamation deposits, and investment inassociate. The increase relative to the prior period was primarily due to the Company’s investment in mineral interests,property, and equipment (discussed below under the Site capture and Early works and Mineral interests sections), and a $54.4 milliondeposit made with BC Hydro.

 

Current liabilities

 

The current liabilities balance primarily consistsof trade and other payables, flow-through share premium, and the current portion of the provision for reclamation liabilities. Increasein the current liabilities balance in 2025 was mainly due to an increase in trade and other payables associated with seasonal activitiesat the KSM and the exploration projects during the summer months, and recognition of a flow-through share premium associated with theflow-through financing closed in June 2025.

 

Non-current liabilities

 

Non-current liabilities, excluding securednote liabilities, consist primarily of deferred income tax liabilities, provision for reclamation liabilities, and leaseobligations. During the first six months of 2025, the Company recognized deferred income tax asset of $8.5 million (first six monthsof 2024 – $30.5 million deferred income tax liability) primarily due to the losses in the period, including the lossrecognized on the remeasurement of the fair value of the secured note liabilities, partially offset by the liability arising fromthe foreign exchange gain recognized on the revaluation of the secured notes liabilities, and renouncement of expenditures relatedto the flow-through shares issued which are capitalized for accounting purposes.

 

Secured notes liabilities

 

Secured notes liabilities consist of the USdollar-denominated 2022 and the 2023 secured notes. During the first six months of 2025, the fair value of the secured note liabilitiesincreased by $13.3 million, from $562.6 million on December 31, 2024 to $575.9 million on June 30, 2025. The increase in the fair valuewas primarily due to increase in metal prices, decrease in credit spreads, and the impact of valuing the notes at reporting periods closerto maturity, partially offset by the impact of increase in discount rates, appreciation of Canadian dollar compared to the US dollar,and settlement of interest.

 

Page 12

 

The change in the fair value of the secured noteliabilities during the three and six months ended June 30, 2025 and the prior-year period is summarized in the following table:

 

   Three months ended
June 30,
   Six months ended
June 30,
 
($000s)  2025   2024   2025   2024 
2022 Secured Note:                    
Remeasurement gain (loss)   (787)   19,493    (3,364)   24,912 
Foreign Exchange gain (loss)   17,022    (3,069)   17,299    (9,909)
Total gain through profit or loss   16,235    16,424    13,935    15,003 
Gain (loss) through other comprehensive income (loss)   (3,459)   25,056    (4,677)   15,977 
Decrease in fair value during the period   12,776    41,480    9,258    30,980 
2023 Secured Note:                    
Remeasurement gain (loss)   (22,706)   45,287    (7,346)   51,221 
Foreign Exchange gain (loss)   13,543    (2,928)   13,784    (9,438)
Total gain (loss) through profit or loss   (9,163)   42,359    6,438    41,783 
Gain (loss) through other comprehensive income (loss)   (23,114)   30,374    (28,998)   18,102 
Decrease (increase) in fair value during the period   (32,277)   72,733    (22,560)   59,885 
2022 and 2023 Secured Notes:                    
Remeasurement gain (loss)   (23,493)   64,780    (10,710)   76,133 
Foreign Exchange gain (loss)   30,565    (5,997)   31,083    (19,347)
Total gain through profit or loss   7,072    58,783    20,373    56,786 
Gain (loss) through other comprehensive income (loss)   (26,573)   55,430    (33,675)   34,079 
Decrease (increase) in fair value during the period   (19,501)   114,213    (13,302)   90,865 

 

During the three and six months ended June 30,2025, the deferred interest related to the 2023 Secured Note, of $3.4 million and $6.9 million, respectively, (2024 - $3.3 million and$6.6 million) was classified as capitalized borrowing costs.

 

The company measures the fair value of its securednote liabilities using a discounted cash flow model with a Monte Carlo simulation. At each reporting period, the Company re-estimatesthe timelines of key milestones to achieve commercial production. Key assumptions in this model are summarized in the following table:

 

2022 Secured Note:

 

Inputs and assumptions  June 30,
2025
   December 31,
2024
 
Forecast silver production in thousands of ounces   166,144    166,144 
Silver spot price on June 30, 2025 and December 31, 2024 1  US$35.98   US$29.66 
Risk-free rate   4.8%   4.8%
Credit spread   3.9%   4.8%
Share price volatility   60%   60%
Silver royalty discount factor   13.9%   11.6%

 

1)The metal prices used in models are based on the quoted forward prices, where available, and adjusted for forward risk-free rates and cost of carry beyond quoted future forward prices.

 

Page 13

 

2023 Secured Note:

 

Key inputs and assumptions  June 30,
2025
   December 31,
2024
 
Forecast NSR:        
Gold in thousands of ounces   10,500    10,500 
Silver in thousands of ounces   29,876    29,876 
Copper in millions of pounds   19,322    19,322 
Molybdenum in millions of pounds   152    152 
Metals spot prices on June 30, 2025, and December 31, 2024: 1          
Gold per ounce  US$3,277.25   US$2,610.85 
Silver per ounce  US$35.98   US$28.91 
Copper per pound  US$4.46   US$4.00 
Molybdenum per pound  US$21.87   US$21.37 
Risk-free rate   4.8%   4.8%
Credit spread   3.9%   4.8%
Share price volatility   60%   60%
NSR royalty discount factor   13.9%   11.6%

 

1)The metal prices used in the model are based on the quoted forward prices, where available, and adjusted for forward risk-free rates and cost of carry beyond quoted future forward prices

 

The fair value of the 2022 Secured Note and the2023 Secured Note were estimated using Level 3 inputs and is most sensitive to changes in discount rates, metal prices, and forecastedproduction.

 

It should be noted that the remeasurement of thesecured note liabilities under IFRS leads to significant gains or losses over time due to changes in the input variables. However, theseswings in fair value will have no impact on the actual outcome of the notes at maturity. Either the notes will be put back to the Companyat the prescribed fixed price under the rights of the noteholders, or the note will be exchanged for the prescribed royalty and NSR atmaturity.

 

Page 14

 

KSM SITE CAPTURE AND EARLY WORKS

 

During the six months ended June 30, 2025 theCompany continued site capture and early infrastructure development activities that focused on site power for construction and eventualproduction at KSM. In July 2024, the Company received its Substantially Started Designation from the BC Government for the KSM Project. Thisdesignation makes the BC Environmental Assessment Certificate (“EAC”) no longer subject to expiry.

 

Expenditures related to site capture and earlywork program, started in 2021 and continued through 2025, are illustrated below:

 

($000s)  Capital
expenditures
   Prepayments
to BC Hydro1
   Capitalized
borrowing
costs2
   Total 
Cost                    
As at December 31, 2023   336,371    92,720    34,138    463,229 
Additions   44,715    14,000    32,855    91,570 
As at December 31, 2024   381,086    106,720    66,993    554,799 
Additions   14,642    54,373    17,180    86,195 
As at June 30, 2025   395,728    161,093    84,173    640,994 

 

1)In 2022, the Company entered into a Facilities Agreement with BritishColumbia Hydro and Power Authority ("BC Hydro") covering the design and construction of a switching station by BC Hydro tosupply construction phase hydro-sourced electricity to the KSM Project. Pursuant to signing the Facilities Agreement and amendments thereto,as at June 30, 2025, the Company has made $161.1 million prepayments. During the current quarter, the Company made an additional $38.8million prepayment to BC Hydro.

 

2)During the six months ended June 30, 2025, Construction in progress additions at KSM included $17.2 million of capitalized borrowing costs (six months ended June 30, 2024 - $16.0 million). Costs capitalized during the comparative period were net of $0.5 million of interest income earned on temporary investments of the borrowed funds.

 

During the six months ended June 30, 2025, theCompany incurred $14.6 million in capital and camp operating expenditures. Key activities included the continued installation of gridpower at the Treaty Creek switching station by BC Hydro, ongoing operation and maintenance of the project site in accordance with watermanagement requirements, and efforts to optimize the Camp 11 footprint (as discussed below).

 

In 2024, the Company incurred $44.7 million incapital expenditures. Major components of this investment included the development of Camp 11, construction of the Treaty Creek AccessRoad (TCAR), implementation of the Taft Creek Fish Habitat Offsetting Programs, Bell-Irving Bridge maintenance, development of Camp 11’spotable water supply, procurement of construction aggregates, consolidation of utilities, and the completion of key water management systems(as detailed below).

 

Camps

 

During the six months ended June 30, 2025, theCompany completed the work initiated in 2024 to advance the potable water supply system at Camp 11, including the development of a newwater well, procurement of pumping and piping equipment, and the installation and commissioning of a water treatment system. During thesix months ended June 30, 2025, the Company also completed and commissioned the consolidation of Camp 11 electrical utilities, reducingdependence on multiple generators to lower fuel consumption and emissions, which was initiated in 2024. These cost-saving initiativeshave led to a reduction in the annual site operational costs by approximately $2 million.

 

Page 15

 

Roads and Bridges

 

In 2024, the Treaty Creek Access Road (“TCAR”)underwent several repairs, including road and ditch cleaning, culvert rip rap reinforcements, regrading, and cut bank erosion repairs.The temporary bridge infrastructure was also recertified. Upper TCAR tree clearing and path building took place to support engineering,and the engineering commenced in the current quarter. TCAR from highway 37 to KM 1.5 and the Bell Irving bridge continue to receive regularinspections and maintenance. Road engineering also commenced from Camp 9 to the Mitchell Portal. 

 

In the first six months of 2025, planning is underwayto complete and finalize the Engineering design of the North Treaty Access Road (“NTAR”). Engineering of Upper TCAR to Saddleand Camp 9 to Mitchell Portal was completed with design deliverables now under final review.

 

Coulter Creek Access Road

 

In 2023, the construction of the Coulter CreekAccess Road (“CCAR”) was completed to KM 3.2 at a cost of $9.5 million. The project involved building the road and puttingin measures to control water flow and prevent sediment buildup. No additional work on CCAR was conducted in 2024. In the first six monthsof 2025, engineering was recommenced to complete the IFC designs of CCAR from KM 3.2 to the Mitchell Terminus, including a geotechnicaland geochemical investigation drilling program and a ground truthing program to support the constructability of the road designs.

 

Fish Habitat

 

The Glacier Creek Fish Habitat Offsetting Program,including all bulk and final earthworks, fish habitat structures, specialty gravels, woody debris, mulching, and revegetation, was successfullycompleted in 2023 at a total cost of $38.2 million. An additional revegetation planting program was completed in the fourth quarter 2024.Invasive species investigation and removal were completed in 2024 and in plan again for the 2025 season.

 

In late 2024, the initial earthworks commencedat Taft Creek Fish Habitat Offsetting Program, including construction of the site entrance and laydown areas for future construction,tree clearing and brushing of the construction footprint and brush piling for future burning. During the first six months of 2025, thelaydown and brush piling works were completed and the site is ready for future construction.

 

Land Clearing for Project Infrastructure

 

To further site investigation activities and inpreparation for future work, in 2023, initial land-clearing activities took place for many of the permanent infrastructure locations.These locations included Camp 5, the ore processing center, water diversion channel, Mitchell portal pad, Mitchell temporary water treatmentplant and muck pads, a water storage dam, and Mitchell Valley onsite roads. Contracting for additional tree clearing work in 2025 forsite investigations, Saddle portal infrastructure and CCAR road alignment Right of Way is in place and tree clearing works are underway.

 

Page 16

 

Hydro Installation

 

In 2025, the Company continued its collaborationwith BC Hydro for the extended construction of the Treaty Creek Terminal station. Substantial progress was made with primary tasks accomplishedand the ongoing placement of concrete equipment foundations. The Company has fulfilled all funding required pursuant to the 2022 FacilitiesAgreement and its amendments by way of the $161.1 million in payments made to date, inclusive of $38.8 million paid during the currentquarter. The objective of the payments made to date is to have the extended transmission lines and the required reinforcement work completedin 2026, years prior to the estimated time that power will be required for the construction phase.

 

MINERAL INTERESTS

 

During the six months ended June 30, 2025, theCompany added an aggregate of $28.4 million (2024 - $16.5 million) expenditures that were attributed to mineral interests. The breakdownof the mineral interest expenditures by project is illustrated in the following table:

 

   Six months ended
June 30, 2025
   Six months ended
June 30, 2024
 
($000s)   Amount    Percentage    Amount    Percentage 
KSM   20,160    71%   6,395    39%
Iskut   5,146    18%   5,860    36%
Snowstorm   1,112    4%   558    3%
3 Aces   1,728    6%   3,105    19%
Courageous Lake   294    1%   534    3%
Total expenditures   28,440    100%   16,452    100%

 

The mineral interests’ activities by projectare further discussed below.

 

Page 17

 

KSM Project

 

At KSM, the projected economic results of the2022 PFS with alternate scenarios are illustrated below:

 

Amounts expressed in US dollars  2022 PFS
Base Case
   2022 PFS
Recent Spot
Case
   2022 PFS
Alternate
Case
 
Metal Prices:            
Gold ($/ounce)    1,742    1,850    1,500 
Copper ($/pound)   3.53    4.25    3.00 
Silver ($/ounce)   21.90    22.00    20.00 
Molybdenum ($/lb)   18.00    18.00    18.00 
US$/Cdn$ Exchange Rate:   0.77    0.77    0.77 
Cost Summary:               
Operating costs per ounce of gold produced (years 1 to 7) 1  $35   $-83   $118 
Operating costs per ounce of gold produced (life of mine) 1  $275   $164   $351 
Total cost per ounce of gold produced (inclusive of all capital and closure) 1  $601   $490   $677 
Initial capital (billions)  $6.4   $6.4   $6.4 
Sustaining capital (billions)  $3.2   $3.2   $3.2 
Unit operating cost (US$/tonne)  $11.36   $11.36   $11.36 
Pre-Tax Results:               
Net Cash Flow (billions)  $38.6   $46.1   $27.9 
NPV @ 5% discount rate (billions)  $13.5   $16.4   $9.2 
Internal rate of return   20.1%   22.4%   16.5%
Payback period (years)   3.4    3.1    4.1 
Post-Tax Results:               
Net Cash Flow (billions)  $23.9   $28.6   $17.1 
NPV @ 5% discount rate (billions)  $7.9   $9.8   $5.2 
Internal rate of return   16.1%   18.0%   13.1%
Payback period (years)   3.7    3.4    4.3 

 

1)On a by-product basis

 

The results of the PEA announced in 2022 are a stand-alone mine planthat was undertaken to evaluate a potential future expansion of the KSM mine to the copper-rich Iron Cap and Kerr deposits after the 2022KSM PFS mine plan has been completed. The PEA is primarily an underground block cave mining operation supplemented with a small open pitand is planned to operate for 39 years with a peak mill feed production of 170,000 t/d. The PEA demonstrates that KSM is a potential multigenerationalmining project with the flexibility to vary the metal output.

 

In July 2023, the Company was informed that TudorGold Corp. (“Tudor”) requested the cancellation of a license of occupation and Mines Act permit held by Seabridge's subsidiary,KSM Mining ULC (KSMCo). Tudor claimed that the BC government did not have the authority to issue these and that they destroy the valueof Tudor's claims. The permit authorizes activities, including activities on claims held by Tudor, along the route of tunnels connectingthe east and west sides of the KSM Project, and the license allows KSMCo to occupy the area of the tunnels for construction and operation.These authorizations were granted after a thorough regulatory process involving First Nations and Tudor's joint venture partners.

 

In September 2023, the Company submitted a dismissalrequest for Tudor’s application to the BC Ministry of Energy, Mines and Low Carbon Innovation (EMLI) and the Ministry of Forests. In October2023, EMLI affirmed the province’s authority to grant the license and permits. On November 17, 2023, the BC Ministry of Water, Land, andResource Stewardship (WLRS) confirmed that the license of occupation was in good standing and there is no justification for cancelingit. 

 

Page 18

 

In early 2024, EMLI clarified that a ConditionalMineral Reserve (CMR) established in 2012 prohibits interference with the tunnel works by any free miner, including Tudor. In severalletters to the Chief Gold Commissioner between December, 2024 and April, 2025, Tudor made multiple submissions asking the Chief Gold Commissioner(“CGC”) to decide the dispute between Tudor and Seabridge and to cancel the CMR. In May, 2025, the CGC determined that shedid not have jurisdiction to decide the dispute, refused to cancel the CMR and confirmed that the CMR applied to Tudor. Subsequent tothe quarter end, on July 14, 2025, Tudor filed a Notice of Appeal in the British Columbia Supreme Court against the CGC and the Companychallenging the CGC’s decision not to decide the dispute and the application of the CMR to Tudor. Management is confident that thecourt will dismiss Tudor's appeal.

 

In order to achieve its objectives and milestones,the Company estimates annual costs for each of its mineral interests and tracks costs against those estimates for payroll, environmentaland social, technical engineering, exploration, and other holding or property costs. The below information describes those planned andactual incurred costs for the six months ended June 30, 2025.

 

At KSM, the Company’s 2025 actual andfull-year planned expenditures related to technical and engineering and environmental and social programs are summarized in thefollowing table:

 

($000s)   Six months
ended
June 30,
2025
    Plan
(full year)
 
Payroll   1,207    2,604 
Technical, engineering, and fieldwork   15,370    58,607 
Environmental and social   3,508    8,042 
Other holding or property   74    322 
Total   20,159    69,575 

 

The Company commenced the KSM Site Investigationprogram in the second quarter of 2025 to gather critical data required for the potential preparation of a bankable feasibility study.The program scope includes data acquisition through geotechnical and geochemical drilling programs, seismic and drone surveys, hydrologicalwell pump tests, and various field mapping activities on both the Treaty and Mitchell sides of the project. Key focus areas include thewater storage dam, mine tunnel geotechnical analysis, pit slope designs for Mitchell and Sulphurets, the tailings management facility,and civil geotechnical assessments at the PTMA and multiple locations across the Mitchell Valley. The program will also be evaluatingsome of the engineering alternatives for infrastructure.

 

Expenditures in the environmental and social aspectspertain to conducting baseline studies for environmental monitoring at KSM.

 

Iskut Project

 

At Iskut, the Company’s 2025 actual andfull-year planned expenditures are summarized in the following table:

 

($000s)   Six months
ended
June 30,
2025
    Plan
(full year)
 
Payroll   951    2,854 
Exploration   3,888    13,444 
Environmental and social   569    2,506 
Other property or holding costs   6    80 
Total   5,414    18,884 

 

Page 19

 

Subsequent to the quarter, the Company reportedresults from the first three holes of its summer drill program at the Snip North target, confirming a copper-gold porphyry deposit ofnotable size and consistency. Part of a 12,000-meter program aimed at expanding zones of potassic alteration and mineralization identifiedin 2024, each hole successfully extended the mineralized footprint and intersected wide intervals of porphyry-style mineralization withsignificant copper and gold grades.

 

In 2024, the Company completed over 23,000 metersof diamond drilling at Snip North and Bronson Slope, targeting a copper-gold porphyry system. Drilling at Snip North intersected broadzones of significant mineralization within a large potassic alteration system, indicating a nearby porphyry source. The 2025 program hasfocused on Snip North, and drilling is underway.  This program is again using three helicopter-portable drill rigs with a projectedbudget of $12.0 million.  Results thus far are following the mineralization discovered in 2024, with extensive magnetite-bearingpotassic alteration expanding laterally and vertically from the 2024 drilling.

 

In 2023, the Company conducted an extensive drillingprogram at Iskut based on the analysis of the 2022 drilling and geophysical surveying programs. The work program was designed to testdeeper copper-gold porphyry systems and to expand the Bronson Slope mineral resource. Three helicopter-portable core drills were usedfor this program, which entailed the completion of 17 drill holes exceeding 19,500 meters of core. Results of the 2023 program identifiedbroad zones of sericite-pyrite-carbonate alteration associated with continuous low gold grades. In addition, the first drill program onthe Snip North target in 2023 found a new porphyry mineral system. The discovery consists of the intact, well-preserved upper parts ofa copper-gold porphyry, which is identified as an intermediate sulfidation epithermal occurrence. 

 

Regional geophysical surveys and continuous surfacegeology work on the property point to a distinct structural feature that connects the Quartz Rise, Bronson Slope and Snip North targets.All the prospective copper-gold intrusions recognized on the property fall along this regional trend, and this observation has led usto envision a cluster of copper-gold deposits. Prior drilling at the lithocap on Quartz Rise and historical drilling at the Snip Northtarget have encountered copper-gold grades that were followed up in the 2023 exploration program.

 

In addition to exploration work at Iskut, theCompany continued its planned 2025 reclamation and closure activities at the Johnny Mountain mine site. During the six months ended Jun30, 2025, the closure planning and implementation activities included waste and waste rock relocation, general permit compliance monitoring,and ongoing closure planning. During the six months ended June 30, 2025, the Company incurred $0.3 million of costs compared to $1.75million full-year plan for 2025.

 

Snowstorm Project

 

At Snowstorm, the Company’s 2025 actualand full-year planned expenditures are summarized in the following table:

 

($000s)   Six months
ended
June 30,
2025
    Plan
(full year)
 
Payroll   96    187 
Exploration   636    1,117 
Environmental and social   12    75 
Other holding or property   367    462 
Total   1,111    1,841 

 

At Snowstorm, during 2023, the Company evaluatedthe results of the drilling program that commenced in late 2022 and was completed in early 2023. The 2024 exploration effort was dedicatedto understanding the geology encountered in drilling and its relationship to prospective host gold mineralization. Additional researchwas conducted to evaluate new technologies that could assist in targeting gold concentrations. Several indirect targeting systemswere reviewed, and an ambient noise tomography (“ANT”) survey was deployed. Access and permit conditions were reviewed forinitiating an initial drill program on the Goldstorm target.

 

Page 20

 

In 2025, the exploration objective at Snowstormis to continue the evaluation of a Getchell-style gold deposit and deploy a new technology for the discovery of Getchell-style mineralizationat Snowstorm. An ANT survey was completed during the first quarter of 2025 and integrated into the data set. This will be includedwith historical geophysical data, drilling data and geochemistry and will be evaluated by an AI system to refine targets.

 

3 Aces Project

 

At 3 Aces, the Company’s 2025 actual andfull-year planned expenditures are summarized in the following table:

 

($000s)   Six months
ended
June 30,
2025
    Plan
(full year)
 
Payroll   650    1,848 
Exploration   726    4,311 
Environmental & technical services   303    1,139 
Other holding or property   50    125 
Total   1,729    7,423 

 

The 2025 exploration objective for 3 Aces is tocomplete an evaluation of the strike extension of the Central Core Area to the south. Accomplishing this objective will rely on completing2,500 meters of diamond drilling in 5 to 7 holes. The total budget for the 2025 program at 3 Aces is $7.4 million. Field activitiesare underway, including core drilling.

 

In 2024, the Company completed a 7,600-meter drillprogram at 3 Aces, evaluated resource expansion potential at three targets in the Central Core Area, and completed an initial evaluationon three regional targets. An updated 3-dimensional model has been built that brings together results from the drilling and historicaldrill programs to indicate the likelihood of continuous mineralization between previously isolated historical deposits in the CCA. Additionalcosts per meter drilled in 2024 accounted for the main overrun in exploration expenditures in 2024. The 2023 drill program confirmed theseextensions of historical discoveries, including localized high-grade zones, within the favorable parts of the regional fold architecture.

 

Courageous Lake Project

 

At Courageous Lake, the Company’s 2025 actualand full-year planned expenditures are summarized in the following table:

 

($000s)   Six months
ended
June 30,
2025
    Plan
(full year)
 
Payroll   160    360 
Environmental and social   9    150 
Technical and engineering   34    96 
Other property or holding costs   92    176 
Total   295    782 

 

In2025, the Company plans to update the Preliminary Feasibility Study for the Courageous Lake Project. Additional activities for the yearinclude maintaining positive relations with local communities, ensuring that existing permits remain in good standing, and initiatingthe renewal process for exploration permits scheduled to expire in 2027. The total estimated budget for the Courageous Lake Project in2025 is $0.8 million.

 

As reported in prior periods, the Company continuesto evaluate the best path forward at its Courageous Lake Project in NWT. Options include securing a joint venture partner, the sale ofall or a portion of the project to unlock shareholder value or conducting additional exploration outside the area of known reserves andresources.

 

Page 21

 

In early 2024, the Company filed an updated PreliminaryFeasibility Study (the “2024 PFS”) for Courageous Lake. The 2024 PFS all-open pit mine plan shows a considerably more sustainableand profitable mining operation than its 2012 predecessor, with reduced initial capital, lower strip ratio, higher grade, and smallermine footprint. The 2024 PFS outlines the production of 2.5 million ounces of gold over the initial 12.6-year life of the mine. A stand-aloneanalysis of the potential expansion below the 2024 PFS mine plan was included as a Preliminary Economic Assessment (“2024 PEA”)forming a separate part of the PFS.

 

Significant changes from the 2012 PFS include:

 

A73% increase in after-tax NPV of 5% to US$523 million from US$303 million in 2012

 

A51% reduction in initial capital from US$1,522 million to US$747 million

 

Increasedafter-tax IRR from 7.3% to 20.6%

 

Reducedcapital payback period from 11.2 years to 2.8 years

 

Averagegold reserve grade increased 18% from 2.2 g/t to 2.6 g/t

 

Lifeof mine strip ratio reduced by 39% from 12.5 to 7.58

 

38%increase in estimated measured and indicated gold resources from 8.0 million to 11.0 million ounces.

 

The 2024 PFS and the 2024 PEA can be found on the Company’s websitewww.seabridgegold.com.

 

LIQUIDITY AND CAPITAL RESOURCES

 

The Company’s working capital position increasedby $65.3 million, from $37.8 million on December 31, 2024 to $103.1 million on June 30, 2025. The increase was mainly due to the US$100.2million cash proceeds from the private placement and bought deal financing completed in February 2025 (discussed below), and the $30.5million private placement flow-through financing completed in June 2025, partially offset by $54.4 million payment to BC Hydro for constructionof the Treaty Creek switching station, and cash used in early works infrastructure and technical and site investigation work at KSM, environmental,and exploration projects, and corporate and administrative costs. Included in current liabilities at June 30, 2025, is $6.9 million offlow-through premium liability, which is a non-cash item (December 31, 2024 - $6.9 million) and will be reduced as flow-through expendituresare incurred. The Company’s ability to fund its operations and capital expenditures, and other obligations as they become due, isdependent upon market conditions.

 

On June 19, 2025, the Company issued 1,200,000flow-through common shares at $25.38 per common share for aggregate gross proceeds of $30.5 million. The Company committed to renounceits ability to deduct qualifying exploration expenditures for the equivalent value of the gross proceeds of the flow-through financingand transfer the deductibility to the purchasers of the flow-through shares. The effective date of the renouncement is December 31, 2025.At the time of issuance of the flow-through shares, a $6.2 million premium was recognized as a liability on the consolidated statementsof financial position. During the six months ended June 30, 2025, the Company incurred $2.7 million of qualifying exploration expendituresand $0.5 million of the premium was recognized through other income on the consolidated statements of operations and comprehensive income(loss).

 

On February 13, 2025, the Company entered intoan agreement to sell, on a bought deal basis, 6,540,000 common shares of the Company, at US$12.25 per common share, for gross proceedsof US$80.1 million. The financing closed on February 19, 2025. Also on February 13, 2025, the Company entered into a private placementsubscription agreement with a strategic investor to sell 1,640,000 common shares of the Company at US$12.25 per common share, for grossproceeds of US$20.1 million. The private placement closed concurrently with the bought deal. In aggregate, 8,180,000 common shares wereissued at a price of US$12.25 per common share, for gross proceeds of US$100.2 million.

 

Page 22

 

During the first quarter of 2025, the Companyreplaced its US$750 million base shelf prospectus and related registration statement, that was expiring in late January 2025, with a newUS$750 million base shelf prospectus and registration statement that expires in February 2027. In January 2025, the Company renewed itsATM offering that allows for the issuance of up to an additional US$100 million of its common shares by way of sales over the New YorkStock Exchange. The ATM continues in place until February 2027 (or until US$100 million in shares have been sold). Under the terms ofthe US$80.1 million bought deal financing completed on February 19, 2025, the Company agreed not to sell any of its shares for the 90-dayperiod following financing completion. Accordingly, unless its covenant was waived, the Company could not sell shares under its ATM offeringuntil after May 20, 2025.

 

During the six months ended June 30, 2025, theCompany raised $2.2 million (in 2024 - $31.3 million) through the ATM offering. As the Company does not generate cash inflows from operations,the Company is dependent upon external sources of financing to fund its exploration projects and ongoing activities. When and if required,the Company will seek additional sources of cash to cover its proposed exploration and development programs at its key projects, in theform of equity financing or from the sale of non-core assets.

 

During the six months ended June 30, 2025, operatingactivities, including working capital adjustments, $5.2 million cash used in operating activities compared to $8.6 million cash used inthe comparative period of 2024. The decrease in cash used in operating activities was mainly due to changes in working capital, higherinterest income, and lower professional fees. Operating activities in the near term are expected to remain stable or increase marginally,given the growth in projects and corporate activity in the Company.

 

($000s)   June 30,
2025
    December 31,
2024
 
           
Assets          
Current assets          
Cash and cash equivalents   121,383    49,815 
Amounts receivable and prepaid expenses   6,854    2,928 
Investment in marketable securities   6,672    5,403 
Total current assets   134,909    58,146 
           
Liabilities and shareholders’ equity          
Current liabilities          
Accounts payable and accrued liabilities   22,228    11,281 
Flow-through share premium   6,893    6,940 
Lease obligations   397    348 
Provision for reclamation liabilities   2,310    1,750 
Total current liabilities   31,828    20,319 
Working Capital (1)   103,081    37,827 

 

(1)This is a non-GAAP financial performance measure with no standard definition under IFRS.

 

Page 23

 

Other Financings

 

As discussed under Liquidity and Capital Resourcessection above in January 2025, the Company renewed its ATM offering program, entitling the Company, at its discretion, and from time totime, to sell up to US$100 million in value of common shares of the Company. This program can be in effect until the Company’s US$750million Shelf Registration Statement expires in February 2027.

 

During the six months ended June 30, 2025, theCompany issued 126,750 shares, at an average selling price of $17.79 per share, for net proceeds of $2.2 million under the Company’sATM. During 2024, the Company issued 3,645,859 shares at an average selling price of $21.25 per share for net proceeds of $75.9 millionunder the Company’s ATM. As at June 30, 2025, US$97.4 million was available under the ATM. Subsequent to the quarter end, the Companyissued 90,000 shares, at an average selling price of $22.89 per share, for net proceeds of $2.0million under the Company’s At-The-Market offering.

 

On June 5, 2024, the Company issued 575,000 flow-throughcommon shares at $31.26 per common share for aggregate gross proceeds of $18.0 million. The Company committed to renounce its abilityto deduct qualifying exploration expenditures for the equivalent value of the gross proceeds of the flow-through financing and transferthe deductibility to the purchasers of the flow-through shares. The effective date of the renouncement was December 31, 2024. At the timeof issuance of the flow-through shares, $6.4 million premium was recognized as a liability on the consolidated statements of financialposition. During the year ended December 31, 2024, the Company incurred $3.1 million of qualifying exploration expenditures and $1.1 millionof the premium was recognized through other income on the interim condensed consolidated statements of operations and comprehensive income(loss). During the six months ended June 30 2025, the Company incurred $14.9 million of qualifying exploration expenditures and the remaining$5.3 million premium was recognized through other income on the interim condensed consolidated statements of operations and comprehensiveincome (loss).

 

On December 23, 2024, the Company issued 195,500flow-through common shares at $25.67 per common share for aggregate gross proceeds of $5.0 million. The Company committed to renounceits ability to deduct qualifying exploration expenditures for the equivalent value of the gross proceeds of the flow-through financingand transfer the deductibility to the purchasers of the flow-through shares. The effective date of the renouncement was December 31, 2024.At the time of issuance of the flow-through shares, $1.7 million premium was recognized as a liability on the consolidated statementsof financial position. During the year ended December 31, 2024, the Company incurred $0.2 million of qualifying exploration expendituresand $0.1 million of the premium was recognized through other income on the interim condensed consolidated statements of operations andcomprehensive income (loss). During the six months ended June 30 2025, the Company incurred $1.1 million of qualifying exploration expendituresand $0.4 million of the remaining premium was recognized through other income on the interim condensed consolidated statements of operationsand comprehensive income (loss).

 

The Company will continue its objective of advancingits major gold projects, KSM and Courageous Lake, and further explore the Iskut, Snowstorm, and 3 Aces projects to either sell or enterinto joint venture arrangements with major mining companies. The market for metals streams and royalty interests seems to be growing,and the Company will determine the merits of disposing of options it holds on non-core net profits interests and net smelter returns.Financing future exploration and development may include the selling or entering into new streaming and royalty arrangements.

 

Page 24

 

Secured Notes

 

On June 29, 2023, the Company, throughits wholly-owned subsidiary, KSM Mining ULC (“KSMCo”) issued a secured note and royalty arrangement (collectively referredto as the “2023 Secured Note”) on the KSM Project with Sprott Private Resource Streaming and Royalty (B) Corp. (“Sprott”).The 2023 Secured Note has a principal amount of US$150 million, bears interest at 6.5% per annum and matures upon the earlier of commercialproduction and March 24, 2032 or March 24, 2035 if certain events occur, as described below. The arrangement includes conditions and multiplefeatures that could alter the Company’s obligation to Sprott. The 2023 Secured Note includes options for Sprott to put the 2023Secured Note back to the Company if KSM’s Environmental Assessment Certificate (the “EAC”) expires or if project financingfor construction is not secured by March 24, 2027. Unless Sprott exercises its put rights at an earlier date, the 2023 Secured Note isto be exchanged at maturity for a net smelter returns royalty (the “NSR”) on all metals produced from the KSM Project andsold, such NSR to be at a percentage of 1%, 1.2%, 1.25% or a 1.5%, under different scenarios, to be paid in perpetuity. The Company hasthe option to buy down the NSR percentage to either a 0.5% or a 0.625% NSR on or before three years after commercial production has beenachieved, for an amount that provides Sprott a minimum guaranteed annualized return.

 

The key terms of the 2023 Secured Note include:

 

The2023 Secured Note matures (“Maturity Date”) at the earlier of:

 

a)Commercial production being achieved at KSM; and

 

b)Either March 24, 2032, or, if the EAC expires and Sprott doesnot exercise its right to put the 2023 Secured Note to the Company, March 24, 2035.

 

Onthe Maturity Date, the NSR is sold and Sprott may satisfy the obligation to pay the NSR purchase price of US$150 million with cash orsetting-off the amount against the 2023 Secured Note principal amount due.

 

Priorto its maturity, the 2023 Secured Note bears interest at 6.5% per annum, payable quarterly in arrears. Payment of quarterly interestdue on or before June 29, 2025 (the “Deferred Interest”) is deferred and Deferred Interest plus accrued interest on it, aggregatingUS$21.5 million must be paid on or before December 29, 2025. The US$21.5 million can be satisfied by way of cash, common shares or increasingthe NSR percentage from 1% to 1.2%. The Company can elect to satisfy quarterly interest payments in cash or by having Seabridge issuecommon shares with a value equal to a 5% discount on the 5-day volume weighted average trading price (“VWAP”).

 

Ifproject financing to develop, construct and place the KSM Project into commercial production is not in place by March 24, 2027, Sprottcan put the 2023 Secured Note back to the Company for:

 

a)If the Company is obligated to sell Sprott a 1% NSR on theMaturity Date at the time US$155 million plus accrued and unpaid interest, or

 

b)If the Company is obligated to sell Sprott a 1.2% NSR on theMaturity Date at the time, US$180 million plus accrued and unpaid interest. Sprott’s put right expires once such project financingis in place. If Sprott exercises this put right, Sprott’s right to purchase the NSR terminates.

 

As at June 30, 2025, the fair value of the 2023 Secured Note wascalculated based on a 1.25% to 1.5% NSR
(December 31, 2024 – 1.25% to 1.5%).

 

Ifthe KSM Project’s EAC expires at any time while the 2023 Secured Note is outstanding, Sprott can put the 2023 Secured Note backto the Company at any time over the following nine months for:

 

a)If the Company is obligated to sell Sprott a 1% NSR on theMaturity Date at the time, US$165 million plus accrued and unpaid interest, or

 

b)If the Company is obligated to sell Sprott a 1.2% NSR on theMaturity Date at the time, US$186.5 million plus accrued and unpaid interest.

 

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On July26, 2024, KSM received the SSD from the BC government. This designation makes the EAC for the KSM Project no longer subject to expiryand virtually eliminates the possibility that the investors can put the secured note back to the Company for the EAC expiry. Asmentioned above in the outlook for KSM, two petitions have been filed with the Province challenging the SSD. However, based on the meritsof the Company’s original application and the Province’s thorough review and consultation process, management considers thatthe probability of KSM Mining ULC not retaining or not re-obtaining the EAC is remote.

 

The Company’s obligations under the 2023Secured Note are secured by a charge over all of the assets of KSMCo and a limited recourse guarantee from the Company secured by a pledgeof the shares of KSMCo.

 

If Sprott exercises either of its put right, itsright to purchase the NSR terminates. The Company can elect to make the applicable payment due on Sprott’s exercise of one of itsput rights in the form of Seabridge common shares instead of cash, subject to limitations noted below. No amount payable shall be paidin common shares if, after the payment, any of the Investors would own more than 9.9% of the Company’s outstanding shares.

 

If commercial production is not achieved at theKSM Project prior to March 24, 2032, the size of the NSR to be sold to Sprott on the Maturity Date will increase by 25% (i.e. from 1%to 1.25% or from 1.2% to 1.5%, depending on the applicable percentage at the time).

 

A number of the above-noted terms within the agreementrepresent embedded derivatives. Management has elected not to separate these embedded derivatives from the underlying host secured noteand instead account for the entire 2023 Secured Note as a financial liability at fair value through profit or loss.

 

The 2023 Secured Note was recognized at its estimatedfair value at initial recognition of $198.8 million (US$150 million) using a discounted cash flow model with a Monte Carlo simulation.This incorporated several scenarios and probabilities of the EAC expiring, achieving commercial production and securing project financing,metal prices forecasts, and discount rates. During the six months ended June 30, 2025, the fair value of the 2023 Secured Note increased,and the Company recorded a $22.6 million loss (year ended December 31, 2024 - $30.7 million gain) on the remeasurement. As at June 30,2025, management does not expect the EAC to expire, hence no impact on the fair value determination.

 

On March 24, 2022, the Company entered into anagreement selling a secured note (“2022 Secured Note”) that is to be exchanged at maturity for a 60% gross silver royalty(the “Silver Royalty”) on the KSM Project to Sprott Resource Streaming and Royalty Corp. and Ontario Teachers’ PensionPlan (jointly, the “Investors”) for US$225 million. The proceeds of the financing were to be used to continue ongoing physicalworks at KSM and advance the project towards a designation of Substantially Started.

 

The key terms of the 2022 Secured Note include:

 

Whenthe 2022 Secured Note matures, the Investors will use all of the principal amount repaid on maturity to purchase a 60% gross silver royalty(the “Silver Royalty”). Maturity occurs upon the first to occur of:

 

a)Commercial production being achieved at KSM; and

 

b)Either on March 24, 2032, the 10-year anniversary, or if theEAC expires and the Investors do not exercise their right to put the 2022 Secured Note to the Company, on March 24, 2035.

 

Priorto its maturity, the 2022 Secured Note bears interest at 6.5% per annum, payable quarterly in arrears. The Company can elect to satisfyinterest payments in cash or by delivering common shares.

 

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TheCompany has the option to buyback 50% of the Silver Royalty, once sold, on or before three years after commercial production has beenachieved, for an amount that provides the Investors a minimum guaranteed annualized return.

 

Ifproject financing to develop, construct and place KSM into commercial production is not in place by March 24, 2027, the Investors canput the 2022 Secured Note back to the Company for US$232.5 million, with the Company able to satisfy such amount in cash or by deliveringcommon shares at its option subject to limitations noted below. This right expires once such project financing is in place. If the Investorsexercise this put right, the Investors’ right to purchase the Silver Royalty terminates.

 

IfKSM’s EAC expires at anytime while the 2022 Secured Note is outstanding, the Investors can put the 2022 Secured Note back to theCompany for US$247.5 million at any time over the following nine months, with the Company able to satisfy such amount in cash or by deliveringcommon shares at its option, subject to limitations noted below. If the Investors exercise this put right, the Investors’ rightto purchase the Silver Royalty terminates. Receipt of the SSD makes the EAC for the KSM Project no longer subject to expiry and virtuallyeliminates the possibility that the Investors can put the secured note back to the Company for the EAC expiry. As mentioned above, twopetitions have been filed with the Province challenging the SSD. However, based on the information available, management considers theprobability of KSM Mining ULC not retaining or not re-obtaining the SSD is remote.

 

Ifcommercial production is not achieved at KSM prior to March 24, 2032, the Silver Royalty payable to the Investors will increase to a75% gross silver royalty. As at June 30, 2025, the fair value of the 2022 Secured Note was calculated based on a 75% gross silver royalty(December 31, 2024 - 75%).

 

Noamount payable shall be paid in common shares if, after the payment, any of the Investors would own more than 9.9% of the Company’soutstanding shares.

 

TheCompany’s obligations under the 2022 Secured Note are secured by a charge over all of the assets of KSMCo and a limited recourseguarantee from the Company secured by a pledge of the shares of KSMCo.

 

In accordance with IFRS 13, the fair value ofa financial liability with a demand feature cannot be less than the amount payable on demand, discounted from the first date that theamount could be required to be paid. Based on an analysis of probabilities of potential outcomes for the timeline to secure project financing,it was concluded that the Financing Put for the 2022 Secured Note would become exercisable in 2027, therefore, as at June 30, 2025, thefair value of the 2022 Secured Note was recorded as the fair value of the Financing Put, of $304.5 million, and the Company recorded a$9.3 million gain. As at June 30, 2025, management does not expect the EAC to expire, hence no impact on the fair value determination.

 

As at December 31, 2024, the fair value of the2022 Secured Note was recorded as the fair value of the Silver Financing Put, of $313.8 million, and for the year ended December 31, 2024,the Company recorded a $19.4 million loss.

 

To satisfy the interest payment on the 2022 SecuredNote, during the six months ended June 2025, the Company issued 585,395 common shares in respect of the interest incurred during the period(year ended December 31, 2024 - 1,101,403 common shares).

 

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COMMITMENTS AND CONTINGENCIES

 

The Company has the following commitments as at June30, 2025:

 

   Payments due by years 
($000s)  Total   2025   2026-2027   2028-2029   2030-2031 
2022 Secured Note – interest   113,987    9,951    39,804    39,804    24,428 
2023 Secured Note – interest   105,248    35,891    26,536    26,536    16,285 
Capital expenditure commitments   48,367    48,367    -    -    - 
Flow-through share expenditures   31,606    3,812    27,794    -    - 
Mineral interests   8,644    238    1,634    3,386    3,386 
Lease obligation   2,443    424    1,018    851    150 
    310,295    98,683    96,786    70,577    44,249 

 

In 2022, the Company entered into aFacilities Agreement with BC Hydro covering the design and construction of facilities by BC Hydro to supply construction phase hydro-sourcedelectricity to the KSM project from the Treaty Creek switching station. On March 21, 2024, and again on January 8, 2025, the Company signedamendments to the Facilities Agreement with BC Hydro.

 

Under the amended Facilities Agreement, the costto complete the construction is estimated to be $86.2 million, of which the Company has fully paid, inclusive of $31.8 million paid duringthe current quarter. In addition, the Facilities Agreement requires $74.7 million in security or cash from the Company for BC Hydro systemreinforcement, which is required to make the power available. The Company has fully paid all of the security to BC Hydro, inclusive of$7.0 million paid in the current quarter. The $74.7 million system reinforcement security will be forgiven annually, typically over aperiod of less than 8 years, based on project’s consumption of power. As at June 30, 2025, all payments under the Facilities Agreementand the subsequent amending agreements have been made.

 

Prior to its maturity, the 2022 Secured Note bearsinterest at 6.5%, or US$14.6 million per annum, payable quarterly in arrears. The Company can elect to satisfy interest payments in cashor by delivering common shares or a combination of the two, subject to limitations described above.

 

Prior to its maturity, the 2023 SecuredNote bears interest at 6.5% or US$9.8 million per annum, payable quarterly in arrears. Payment of quarterly interest due up to June 29,2025 was deferred and US$21.5 million must be paid on or before December 29, 2025. The deferred interest and ongoing quarterly interestcan be satisfied by way of cash, common shares, or a combination of the two. Should the Company decide not to pay the deferred interest,the NSR percentage increases from 1 to 1.2%, subject to limitations described above.

 

OTHER CONTINGENCIES

 

During 2016, upon the completion of an audit ofthe application by tax authorities of the British Columbia Mineral Exploration Tax Credit (“BCMETC”) program, the Companywas reassessed $3.6 million, including accrued interest for expenditures that the tax authority has categorized as not qualifying forthe BCMETC program. In 2017 the Company filed an objection to the reassessment with the appeals division of the tax authorities and paidone-half of the reassessed amount to the Receiver General. In 2019, the Company received a decision from the appeals division that theCompany’s objection was denied, and the Company filed a Notice of Appeal with the British Columbia Supreme Court. The Attorney Generalof Canada replied to the facts and arguments in the Company’s Notice of Appeal and stated its position that the Company’sexpenditures did not qualify for the BCMETC program. During the first quarter of 2023, the Company completed the discovery process withthe Department of Justice that included settling an agreed statement of facts. The Company presented its case in the BC Supreme Courtin September 2024. As at June 30, 2025, the Company has paid $1.6 million to the Receiver General, and the Canada Revenue Agency (“CRA”)has withheld $2.3 million of HST credits due to the Company that would fully cover the residual balance, including interest. As a resultthe Company has recorded a long-term receivable of $3.9 million, including $0.3 million of additional interest charged after the reassessment.On March 26, 2025, a judgment (the “BC METC Judgment”) was rendered substantially in the favor of the Company and confirmedthat the Company’s expenditures did qualify for the BCMETC program. The CRA was granted 30 days to appeal the ruling with the BCSupreme Court, but it did not proceed with an appeal. Management is working with its counsel on the next steps to have reassessments prepared,recover the receivable recorded, including interest, and potentially the recovery of trial costs.

 

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As previously disclosed in the Company’sprior years financial statements and in its consolidated financial statements for the year ended December 31, 2024, in 2019 the Companyreceived a notice from the CRA that it proposed to reduce the amount of expenditures reported as Canadian ExplorationExpenses (“CEE”) for the three years ended December 31, 2016. The Company has funded certain of its exploration expenditures,from time to time, with the proceeds from the issuance of flow-through shares and renounced, to subscribers, the expenditures whichit determined to be CEE. The notice disputes the eligibility of the same types of expenditures the CRA categorized as not qualifyingfor the BCMETC program in the case described above and the relevant wording of the test for expenditures that qualify for the BCMETC programis the same as the relevant wording of the test for expenditures that qualify as CEE. The Company responded to the CRA auditors with additionalinformation for their consideration. In 2020, the CRA auditors responded to the Company’s submission and, although accepting additionalexpenditures as CEE, reiterated that their position remains largely unchanged and subsequently issued reassessments to the Company reflectingthe additional CEE expenditures accepted and $2.3 million of Part Xll.6 tax owing. The CRA has reassessed certain investors who subscribedfor the flow-through shares, reducing CEE deductions. Notice of objections to the Company’s and investors’ reassessments havebeen filed for all those that have been received and will be appealed to the courts, should the notice of objections be denied. The Companyhas indemnified the investors that subscribed for the flow-through shares and that have been reassessed by depositing the amount of theirreassessments, including interest charges, into the accounts of the reassessed investors with the Receiver General in return for suchinvestors agreement to object to their respective reassessments and to repay the Company any refund of the amount deposited on their behalfupon resolution of the Company’s appeal. During 2021, 2022 and 2023, the Company deposited $9.4 million into the accounts of certaininvestors with the Receiver General. The deposits made have been recorded as long-term receivables on the statement of financial positionas at June 30, 2025. The potential tax indemnification to the investors is estimated to be $10.8 million, plus $4.0 million in potentialinterest. If the reasoning of the BCMETC Judgement is applied to the expenditures claimed to be ineligible by the CRA, the notices ofobjection should be accepted and the reassessments of the Company and the investors should be reversed. No provision has been recordedrelated to the tax, potential interest, or the potential indemnity, as the Company and its advisors do not consider it probable that therewill ultimately be an amount payable.

 

CONTROLS AND PROCEDURES

 

The Company’s management, under the supervisionof the Chief Executive Officer and Chief Financial Officer, are responsible for designing adequate internal controls over financial reportingor causing them to be designed under their supervision in order to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordance with IFRS. Management is responsible for establishingand maintaining adequate internal controls over financial reporting. The control framework used is the Internal Control – IntegratedFramework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

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Disclosure Controls and Procedures and Internal Controls over FinancialReporting

 

Pursuant to regulations adopted by the U.S. Securitiesand Exchange Commission, under the U.S. Sarbanes-Oxley Act of 2002 and those of the Canadian Securities Administrators, management evaluatesthe effectiveness of the design and operation of the Company’s disclosure controls and procedures, and internal control over financialreporting. This evaluation is done under the supervision of, and with the participation of, the Chief Executive Officer and the ChiefFinancial Officer.

 

Disclosure controls and procedures have been designedto ensure that information required to be disclosed by the Company is recorded, processed, summarized and reported within the time periodsspecified in the rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed toensure that information required to be disclosed by the Company is accumulated and communicated to management as appropriate, to allowtimely decisions regarding required disclosure. The Company’s Chief Executive Officer and Chief Financial Officer have concluded,based on their evaluation of the design of the disclosure controls and procedures as of June 30, 2025, that they are appropriately designed.

 

Limitations of Controls and Procedures

 

The Company’s management, including theChief Executive Officer and Chief Financial Officer, believes that any internal controls over financial reporting and disclosure controlsand procedures, no matter how well designed, can have inherent limitations. Therefore, even those systems determined to be effective canprovide only reasonable assurance that the objectives of the control system are met.

 

Changes to Internal Controls Over Financial Reporting

 

There has been no change in the Company’sdesign of internal controls and procedures over financial reporting that has materially affected, or is reasonably likely to materiallyaffect, the Company’s internal controls over financial reporting during the period covered by this MD&A.

 

Cybersecurity

 

The Company’s management is responsiblefor cybersecurity risks that face the Company, and the Board of Directors has granted the Audit Committee the authority to oversee management’sassessment of those risks and their prevention and mitigation approaches and to investigate any material breaches. To date, there havebeen no material breaches of security measures.

 

SUSTAINABILITY

 

Management and the Board of Directors considermore than just environmental, social, and governance issues when considering Sustainability. The Company also takes into account diversity,equity and inclusion (DEI) to form our overall approach to Sustainability. Thus, the Board of Directors and management has incorporatedSustainability into the Company’s goals, priorities, and strategies to operate safely, sustainably and with leading governance standards.The Board of Directors has established a Sustainability Committee and granted that Committee oversight responsibilities with respect tothe Company’s Sustainability initiatives. This Committee reviews climate-related and nature-related risks and opportunities eachtime they meet and shares key discussion points with the full Board of Directors. The Company’s Sustainability strategy encompassesits Sustainability Policy, a strategic framework, and the Company’s Sustainability reporting practice. The Sustainability Policyinfluences the decisions and behaviors of the Company’s employees, contractors, and the Board of Directors in associated matters.The policy also governs the strategic framework and Sustainability goals. The Company publishes its Sustainability Report, including itsClimate Strategy report, annually covering its Sustainability performance and approach to climate change for the preceding year. As theCompany operates in the natural resource extraction industry, the Company strives to achieve leading operating standards, assessing andmitigating the impacts on the physical environment and the communities in which the Company operates.

 

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In the six months ended June 30, 2025, and tothe date of this report, the Company had no significant environmental and safety incidents or concerns that required reporting to governmentagencies or other regulators.

 

In addition to its Sustainability Policy, theCompany has implemented its Environmental Policy, Health and Safety Policy, which includes separate policies on discrimination, bullying,harassment, and violence, as well as a Workplace Employment Policy and a Policy Statement on Diversity. The Sustainability Reports, includingclimate strategy, and all of the Company’s policies related to ESG can be found on the Company’s website www.seabridgegold.com.

 

SHARES ISSUED AND OUTSTANDING

 

At August 13, 2025, the issued and outstandingcommon shares of the Company totaled 102,129,064. In addition, there were 755,302 RSUs and 52,500 DSUs outstanding. Assuming the conversionof all of these instruments into shares, the issued and outstanding common shares would be 102,936,866.

 

Related Party Transactions

 

During the first half of 2025 and 2024, therewere no payments to related parties other than compensation paid to key management personnel. These transactions were in the normal courseof operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the relatedparties.

 

RECENT ACCOUNTING PRONOUNCEMENTS

 

Refer to Note 2 in the Company’s unauditedcondensed consolidated interim financial statements for the period ended June 30, 2025.

 

CRITICAL ACCOUNTING ESTIMATES

 

Refer to Note 4 in the Company’s auditedconsolidated financial statements for the year ended December 31, 2024.

 

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RISKS AND UNCERTAINTIES

 

The risks and uncertainties are discussed withinthe Company’s most recent Annual Information Form filed on SEDAR+ at www.sedarplus.com, and the Annual Report on Form 40-Ffiled on EDGAR at www.sec.gov/edgar.shtml.

 

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

 

The consolidated financial statements and management’sdiscussion and analysis and any other materials included with them contain certain forward-looking statements relating but not limitedto the Company’s expectations, intentions, plans and beliefs. Forward-looking information can often be identified by forward-lookingwords such as “anticipate”, “believe”, “expect”, “goal”, “plan”, “intend”,“estimate”, “may” and “will” or similar words suggesting future outcomes, or other expectations, beliefs,estimates, plans, objectives, assumptions, intentions or statements about future events or performance. Forward-looking information mayinclude reserve and resource estimates and expected changes to them, estimates of future production and related financial analysis, unitcosts, costs of capital projects and timing of commencement of operations, and is based on current expectations that involve several businessrisks and uncertainties. Factors that could cause actual results to differ materially from any forward-looking statement include, butare 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, environmentalor other project approvals, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projectsinaccurate assumptions and other factors. Forward-looking statements are subject to risks, uncertainties, and other factors that couldcause actual results to differ materially from expected results.

 

Potential shareholders and prospective investorsshould be aware that these statements are subject to known and unknown risks, uncertainties and other factors that could cause actualresults to differ materially from those suggested by the forward-looking statements. Shareholders are cautioned not to place undue relianceon 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 willnot occur. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking information, whether as a resultof new information, future events or other such factors which affect this information, except as required by law.

 

 

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