Seabridge Gold Options Grassy Mountain Project to Calico
Resources
Toronto, Canada...Seabridge
Gold announced today that it has entered into a non-binding, exclusive Letter
of Intent with Calico Resources Corp. (Calico) pursuant to which Seabridge has agreed, subject to the settlement and
execution of a definitive option agreement, to grant to Calico an option to
acquire a 100% interest in the Grassy Mountain Project. To exercise the option,
Calico must issue to Seabridge (i)
2,000,000 of its common shares following TSX Venture Exchange approval; (ii)
4,000,000 shares at the first anniversary and (iii) 8,000,000 shares when the
Project has received the principle mining and environmental permits necessary
for the construction and operation of a mine. In addition, after the delivery
of a NI 43-101 compliant Feasibility Study on the Project, at the sole election
of Seabridge, Calico must either grant Seabridge a 10% Net Profits Interest or pay Seabridge Cdn$10 million in cash.
Seabridge President and CEO Rudi Fronk stated that
"Seabridge is enthusiastic about Calico's
acquisition of the Project and believes that Calico's management team has the
skill set, commitment and knowledge to both grow the resource through
exploration and progress the existing resource to production. It is for these
reasons that we are willing to accept a significant portion of the purchase in
Calico shares, as we wish to be a partner in the development and not just a
vendor of an asset."
Seabridge holds a 100% interest in several North American gold projects. The
Company's principal assets are the KSM property located near Stewart, British
Columbia, Canada and the Courageous Lake gold project located in Canada's
Northwest Territories. For a breakdown of Seabridge's
mineral reserves and mineral resources by category please visit the Company's
website at http://www.seabridgegold.net/resources.php.
All reserve and resource estimates reported by the Corporation were
calculated in accordance with the Canadian National Instrument 43-101 and the
Canadian Institute of Mining and Metallurgy Classification system. These
standards differ significantly from the requirements of the U.S. Securities and
Exchange Commission. Mineral resources which are not mineral reserves do not
have demonstrated economic viability.
This document contains "forward-looking information" within
the meaning of Canadian securities legislation and "forward-looking
statements" within the meaning of the United States Private Securities
Litigation Reform Act of 1995. This information and these statements, referred
to herein as "forward-looking statements" are made as of the date of
this document. Forward-looking statements relate to future events or future
performance and reflect current estimates, predictions, expectations or beliefs
regarding future events and include reaching a definitive Option Agreement with
Calico Resources and the expected gains to be realized should Calico exercise its
option on the anticipated terms, as well as, but not limited to, statements
with respect to: (i) the amount of mineral reserves
and mineral resources; (ii) any potential for the increase of mineral reserves
and mineral resources, whether in existing zones or new zones; (iii) the amount
of future production; (iv) completion of a Feasibility Study; (v) completion of
and submission of the Environmental Assessment Application; and (vi) potential
for engineering improvements. Any statements that express or involve
discussions with respect to predictions, expectations, beliefs, plans,
projections, objectives, assumptions or future events or performance (often,
but not always, using words or phrases such as "expects",
"anticipates", "plans", "projects",
"estimates", "envisages", "assumes",
"intends", "strategy", "goals",
"objectives" or variations thereof or stating that certain actions,
events or results "may", "could", "would",
"might" or "will" be taken, occur or be achieved, or the
negative of any of these terms and similar expressions) are not statements of
historical fact and may be forward-looking statements.
All forward-looking statements are based on Seabridge's
or Calico's current beliefs as well as various assumptions made by them and
information currently available to them. These assumptions include: (i) the presence of and continuity of metals at the Project
at modeled grades; (ii) the capacities of various machinery and equipment;
(iii) the availability of personnel, machinery and equipment at estimated
prices; (iv) exchange rates; (v) metals sales prices; (vi) appropriate discount
rates; (vii) tax rates and royalty rates applicable to the proposed mining
operation; (viii) financing structure and costs; (ix) anticipated mining losses
and dilution; (x) metallurgical performance; (xi) reasonable contingency
requirements; (xii) success in realizing further optimizations and potential in
exploration programs and proposed operations; (xiii) receipt of regulatory
approvals on acceptable terms, including the necessary right of way for the
proposed tunnels; and (xiv) the negotiation of satisfactory terms with impacted
First Nations groups. Although management considers these assumptions to be
reasonable based on information currently available to it, they may prove to be
incorrect. Many forward-looking statements are made assuming the correctness of
other forward looking statements, such as statements of net present value and
internal rates of return, which are based on most of the other forward-looking
statements and assumptions herein. The cost information is also prepared using
current values, but the time for incurring the costs will be in the future and
it is assumed costs will remain stable over the relevant period.
By their very nature, forward-looking statements involve inherent risks
and uncertainties, both general and specific, and risks exist that estimates,
forecasts, projections and other forward-looking statements will not be
achieved or that assumptions do not reflect future experience. We caution readers
not to place undue reliance on these forward-looking statements as a number of
important factors could cause the actual outcomes to differ materially from the
beliefs, plans, objectives, expectations, anticipations, estimates assumptions
and intentions expressed in such forward-looking statements. These risk factors
may be generally stated as the risk that the assumptions and estimates
expressed above do not occur, but specifically include, without limitation:
risks relating to variations in the mineral content within the material
identified as mineral reserves or mineral resources from that predicted;
variations in rates of recovery and extraction; developments in world metals
markets; risks relating to fluctuations in the Canadian dollar relative to the
US dollar; increases in the estimated capital and operating costs or
unanticipated costs; difficulties attracting the necessary work force;
increases in financing costs or adverse changes to the terms of available
financing, if any; tax rates or royalties being greater than assumed; changes
in development or mining plans due to changes in logistical, technical or other
factors; changes in project parameters as plans continue to be refined; risks
relating to receipt of regulatory approvals or settlement of an agreement with
impacted First Nations groups; the effects of competition in the markets in
which Seabridge operates; operational and
infrastructure risks and the additional risks described in Seabridge's
Annual Information Form filed with SEDAR in Canada (available at www.sedar.com) for
the year ended December 31, 2009 and in the Corporation's Annual Report Form
40-F filed with the U.S. Securities and Exchange Commission on EDGAR (available
at www.sec.gov/edgar.shtml)Seabridge
cautions that the foregoing list of factors that may affect future results is
not exhaustive.
When relying on our forward-looking statements to make decisions with
respect to Seabridge, investors and others should
carefully consider the foregoing factors and other uncertainties and potential
events. Seabridge does not undertake to update any
forward-looking statement, whether written or oral, that may be made from time
to time by Seabridge or on our behalf, except as
required by law.
ON BEHALF OF THE BOARD
"Rudi Fronk"
President & C.E.O.
For
further information please contact:
Rudi P. Fronk, President and C.E.O.
Tel: (416) 367-9292 • Fax: (416) 367-2711
Email: info@seabridgegold.net