2012 Third Quarter Report - Seabridge Gold

Seabridge Gold Inc. Report to Shareholders Quarter Ended September 30, 2012 Highlights: The Best Exploration Results in Our History     

New high-grade gold deposit discovered at Courageous Lake Camp zone discovery at KSM yields highest gold grades to date Large, high grade copper discovery at KSM could be ‘game-changer’ KSM Environmental Assessment application nears completion $24 million financing arranged at 20% premium to market

Courageous Lake Drilling Discovers New Deposit at Walsh Lake – Likely Extension of Historic High-Grade Tundra Mine Exploration on our 100%-owned Courageous Lake Project in Canada’s Northwest Territories has discovered a promising high-grade gold occurrence at Walsh Lake. The discovery appears to be the southern extension of the historical Tundra Gold Mine, a high-grade gold producer which was abandoned in 1999. The Walsh Lake target area, which stretches about one and a half kilometers south from the former mine, is about 10 kilometers south of the FAT deposit (short for Felsic-Ash-Tuff) where we have developed a 6.5 million ounce proven and probable gold reserve (91.1 million tonnes at 2.2 grams of gold per tonne (see news release of July 24, 2012). Selected Walsh Lake assay results are as follows: Hole ID

Total Depth (meters) 471

CL-210 includes includes 462

CL-228

CL-229

includes

includes 397 357 includes

CL-230 includes CL-231

256 564

CL-232

includes 429 includes

CL-233

includes includes 294

CL-234 includes

From (meters) 361.8 379.7 390.7 447.8 447.8 462.0 71.8 78.8 258.4 271.2 271.2 300.3 331.9 331.9 227.4 247.4 7.5 7.5 91.3 111.0 116.5 123.0 133.9 60.3 85.5 14.1 430.9 432.5 494.1 155.6 172.7 195.0 238.4 244.8 292.5 292.5 304.5 105.5 135.0 136.0

To (meters) 368.0 384.7 396.3 469.0 448.8 464.2 72.9 82.5 259.5 277.5 271.9 301.3 336.6 332.5 231.0 249.0 16.7 9.0 92.7 112.3 124.0 124.0 135.2 61.7 87.0 15.2 435.5 434.0 496.6 178.9 174.3 199.1 252.9 251.5 295.8 293.8 306.0 108.6 138.4 137.0

Thickness (meters) 6.2 4.9 5.6 21.2 1.0 2.2 1.1 3.7 1.1 6.3 0.7 1.0 4.7 0.6 3.6 1.6 9.2 1.5 1.4 1.3 7.5 1.0 1.3 1.4 1.5 1.1 4.6 1.5 2.5 23.3 1.6 4.1 14.5 6.7 3.3 1.3 1.5 3.1 3.4 1.0

Gold Grade (gpt) 3.58 10.49 5.93 8.16 64.84 31.96 15.47 4.26 10.60 3.97 21.83 11.47 5.09 35.50 3.62 9.20 9.50 52.86 13.70 7.83 5.31 20.09 28.58 10.69 17.62 7.10 5.11 9.65 8.40 3.62 19.18 3.32 12.27 21.41 85.21 215.01 5.85 4.80 19.86 58.85

The above reported drill holes were designed to intersect mineralized zones perpendicular to their strike. Therefore, the intervals reported are believed to represent true widths of mineralization. The key objective of the 2012 exploration program at Courageous Lake was to find a sizeable new deposit to extend the 15 year mine life of the FAT deposit and improve project economics. The discovery at Walsh Lake clearly has the potential to meet this objective. In addition, Walsh Lake could also enhance the project’s grade in the critical early years of production, thereby reducing the payback period. Walsh Lake material could be trucked to the FAT facility using the existing road network. Follow-up drilling at Walsh Lake is being planned for 2013.

High-Grade Camp Zone Discovered at KSM – an Unexpected Surprise! Exploration drilling this summer at KSM discovered an “unexpected” epithermal style of gold occurrence which contains significant widths of higher gold grades including narrow veins with the highest gold grades found at the project to date. Our original assumption was that neighboring Pretium Gold had the higher grade, epithermal (top) portion of the very large gold-copper porphyry system we see at KSM and that our property could host the high-grade copper core of the entire complex at depth. The new Camp zone appears to be part of an epithermal system with chemistry similar to that found nearby at Pretium’s extraordinary Brucejack deposit. Assay results from the first three holes drilled this year at the Camp zone are as follows:

C-12-01

Total Depth (meters) 405.0 includes

C-12-02

363.0 includes

C-12-03

310.0 includes

Hole ID

From (meters) 200.0 220.0 270.0 114.0 114.0 128.0 37.2 151.3 151.3 196.0 262.0

To (meters) 274.0 222.0 272.0 136.0 116.0 130.0 39.0 250.0 169.0 202.0 280.0

Thickness (meters) 74.0 2.0 2.0 22.0 2.0 2.0 1.8 98.7 17.7 6.0 18.0

Gold Grade (grams per tonne) 0.85 8.36 8.60 8.94 23.10 66.70 7.82 2.11 4.41 6.24 2.02

Silver Grade (grams per tonne) 2.5 5.1 31.6 41.6 90.4 287.0 29.6 2.5 5.2 8.9 2.4

Additional drilling will be required to ascertain the orientation of the mineralization within the Camp zone. Accordingly, the true widths of the mineralization in the table above may prove to be less than reported. The Camp zone is in the Sulphurets Valley, covered by a relatively thin layer of glacial till. The initial interpretation is that the host units are intermediate tuffaceous volcanic rocks of the Hazelton Group, but work continues to better understand this stratigraphy. Brittle deformation of these rocks in the form of crack-seal style veins and extensively disseminated fine grain sulfide minerals containing gold have been observed. Quartz-carbonate and quartz-adularia veins are present in the gold-bearing zones, with vein and disseminated sphalerite, galena, barite and carbonate minerals. Geochemically, the zone is depleted in copper, elevated in zinc and lead with a variable but generally low silver-to-gold ratio. Textural, mineralogical and chemical characteristics are consistent with a low-sulfidation epithermal system but results from an additional 10 holes drilled at the Camp zone will help refine this interpretation.

High-Grade Copper Discovered at Deep Kerr – Likely to Represent Upper Portion of Targeted “Core Zone” Drill Hole K-12-21 Intersects 473 Meters Grading 0.90% Copper, 0.31 gpt Gold and 3.7 gpt Silver Our aim in this year’s exploration program at KSM was to search for higher temperature core zones that typically concentrate highgrade metals within very large porphyry systems such as KSM. Historically, these core zones generally have grades which are a multiple of those in the upper parts of the porphyry system where KSM’s known deposits are found. Evidence compiled by our team of geologists suggested that such a core was preserved intact on the KSM claims in close proximity to the known deposits and at a reasonable depth. Eleven targets were selected based upon geochemical analysis, mineralogy, metal distributions and geophysical surveys. The preliminary drill evidence suggests that we may have found the upper portion of a core zone below the known Kerr deposit. Key observations of the Deep Kerr discovery include:   

Alteration intensity increases with depth. Favorable potassic alteration is present and the chalcopyrite to pyrite ratio increases in the deeper parts of Kerr suggesting that we are approaching the temperatures that would be associated with a high-grade core. Gold and copper grades show more complete overlap at depth, increasing in tandem, another key indicator of a core zone. At the periphery of the Kerr zone, intercepts of gold-only mineralization are thicker than at shallower depths, and these have potential to enhance overall gold grades. The down-dip mineralized zones encountered consist of unusually thick sections with some of the highest metal values encountered to date at KSM. 2

  

The geometry from the existing resource model to these new results down dip supports a potential resource expansion in the range of 500 million tonnes. Kerr now has geological continuity down dip of more than 500 meters which is likely to grow. At depth, the Deep Kerr appears to be slightly offset by a post-mineral fault which took hole K-12-21 out of the highgrade material but Seabridge’s geological team believes that the displaced high-grade zone continues down dip. The Kerr depth extension is above, and probably accessible from, the Sulphurets valley floor by way of an inclined tunnel, raising the potential for a lower cost block caving option which would also have significant environmental benefits.

The discovery at Kerr is substantiated by the following drill hole intersections: Hole ID

Total Depth (meters)

From (meters)

To (meters)

Thickness (meters)

Gold Grade (g/T)

K-12-20

1011.0 incl. incl. incl. incl.

K-12-21

855.3

559.9 615.0 778.0 829.0 979.5 20.0 503.0 537.0 672.0 767.0

1011.0 711.4 883.0 852.0 1011.0 493.0 519.0 553.3 738.0 781.0

451.5 96.4 105.0 23.0 31.5 473.0 16.0 16.3 66.0 14.0

0.27 0.40 0.41 0.90 0.16 0.31 2.20 6.90 0.38 1.80

Copper Grade (%) 0.45 0.63 0.60 1.17 0.39 0.90 0.04 0.03 0.37 0.15

Silver Grade (g/T) 2.0 3.8 1.7 3.5 1.5 3.7 15.0 18.3 4.1 10.3

The drilling reported above was designed to establish geological continuity between the Deep Kerr target and the Kerr mineral resource. The orientations of these holes were not intended to establish true widths of the mineral system and additional drilling is required for this purpose. The entire mineralized intercept in hole K-12-20, and the portion below a depth of 275 meters in hole K-12-21 are beyond the current resource limits. Assays from the final hole in the Deep Kerr program, K-12-22, are awaited. This final hole was drilled to test for the edge of the deposit to assist with the design of the 2013 drill program. Seabridge is now designing a KSM drill program for 2013 that is expected to define large additions to measured and indicated copper and gold resources by the end of 2013. The potential also exists for substantially more upside if Deep Kerr proves to be a core zone similar to others found near comparably-sized porphyry systems.

KSM Environmental Assessment Application Nearing Completion – Now to be Filed in Late January The KSM Project is undergoing a joint harmonized environmental review administered by the Canadian Environmental Assessment Agency (CEAA) and the BC Environmental Assessment Office (BCEAO). Under this process, Seabridge must complete an Environmental Impact Statement for CEAA and an Environmental Assessment (EA) Application for the BCEAO; for the purpose of this update, we refer to these documents as the EA application. Preparation of the EA application is 75 percent complete. Seabridge employees, along with our teams of engineering and environmental consultants, are working hard to finalize the compilation of four years of environmental baseline work with the KSM Preliminary Feasibility Study engineering design. We are also completing reports of the extensive engagement and consultation process we have undertaken with local Aboriginal groups, regulatory authorities and the general public. Filing the EA application for the KSM Project by the end of the year is one of our 2012 corporate objectives. However, as a result of delays associated with the processing, interpretation and incorporation of geotechnical drill data collected from the proposed mine area during 2012 – data that must be included in the final environmental assessment document – we now expect to file the application by the end of January, 2013. Once the EA application is submitted in January 2013, it will undergo a 30-day screening period during which the contents will be compared against the BC Application Information Requirements (AIR) and the Federal Government’s Scoping Document. At the end of this screening period, the formalized review of the application with public input will begin. This process is scheduled to take 180 days but can take longer, depending on possible requests for additional information from the BC EAO and the CEAA.

The Gold Market Please note that the following information expresses the views and opinions of Seabridge Gold management and it is not intended as investment advice. Seabridge Gold is not licensed as an investment advisor. Gold has now been in correction mode for more than a year. The fundamentals are strong…one central bank after another has embraced monetary expansion, sovereign debt continues to grow, the world economy continues to slow and enormous amounts of public and private debt need to be rolled over at very low interest rates. This back drop supports ongoing devaluation of paper currencies and a rising gold price, but the market seems hesitant to believe it and embrace the one reliable store of value that can protect against an organized assault on the value of money.

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From our perspective, it seems that financial markets have decided that they know all this, it is old news, the real problems are known as well as the solutions to them. We think otherwise: in our view, the real issues have been obscured by wishful thinking and over simplification while the solutions have been scaled down to a size that promises to be both manageable and ineffective. Perhaps due to the frequency of fiscal and monetary interventions and computer-driven trading, markets have lost the ability to discount more than a few weeks into the future. America’s Debt and Deficits In the U.S., a debt problem of unimaginable proportions has proved to be too big to consider and the issue has morphed into a shortterm obsession with the ‘fiscal cliff’ and another recession. The fiscal cliff is a series of automatic tax hikes and spending cuts which come into effect on January 1, 2013, many of which were agreed to during the ridiculous debt ceiling debate of August 2011. According to an analysis by J.P. Morgan economist Michael Feroli, the fiscal cliff annually would pull about $280 billion out of the economy from sun-setting of the Bush tax cuts; $125 billion from the expiration of the Obama payroll-tax holiday; $40 billion from the expiration of emergency unemployment benefits; and $98 billion from the 2011 Budget Control Act spending cuts. In all, the tax increases and spending cuts total about 3.5% of GDP – about half the current annual deficit – with expiry of the Bush tax cuts making up about half of that. The Congressional Budget Office calculates that the effect of the fiscal cliff could amount to a 4% reduction in GDP. The widely expected solution is seen to be a much smaller tax increase on the wealthy and much more modest spending cuts which will leave the debt and deficit largely unaddressed. Even this largely symbolic move is seen as highly contentious and possibly unattainable. What the current furor over the fiscal cliff demonstrates is how difficult any meaningful debt reduction will be. What little capacity that exists for bi-partisan agreement may be squandered on a battle that is not worth winning. There remains an assumption among most investors that the U.S. is headed back to the ‘normalcy’ of 2007, slowly, to be sure, but inevitably. The enormity of the real problem appears to have been lost. Since 2007, the year before the financial crisis, a radical, fundamental shift has occurred in the U.S. (see www.theburningplatform.com):    

In 2007, the annual Federal government deficit totaled $161 billion. In 2012, the annual deficit is $1.1 trillion, about $3 billion per day. The Federal Government spends nearly 50% more than it takes in. In 2007, the national debt was $9 trillion. In 2012, the national debt is $16.3 trillion, an 81% increase in five years. Normalization of interest rates to 2007 levels would result in annual interest expense of $1 trillion or 40% of current government revenues. In 2007, Federal government spending was $2.73 trillion. In 2012, Federal government spending is $3.8 trillion, a 39% increase in five years. In 2007, GDP was $14.2 trillion. In 2012, GDP is $15.8 trillion, an 11% increase in five years. Approximately 25% of the growth in GDP is due to increased government spending. In 2007, Government entitlement transfers totaled $1.7 trillion. In 2012, they total $2.4 trillion, a 41% increase in five years.

Behind these depressing numbers are the underlying facts of an economy in decline:     

In 2007, the unemployment rate was 4.6%, 146 million people or 63% of the working age population were employed and 78 million Americans were not in the labor force. In 2012, the unemployment rate is 7.9%, 143 million people or 58.8% of the working age population are employed and 88 million Americans are not in the labor force. In 2007, real median household income was $55,039. In 2012, real median household income is $50,502, down 8.2% in five years. In 2007 median household net worth was $126,400. In 2010 it had fallen to $77,300, a 39% drop in three years. In 2007, interest income paid to senior citizens and savers totaled $1.25 trillion. In 2012, interest income totals $985 billion, a 21% decrease in five years. In 2007, there were 5.7 million existing homes sold at a median price of $218,900. In 2012, there are 4.3 million existing homes being sold at a median price of $183,900. Over 1 million of these home sales are foreclosures or short sales as 30% of all the homes with a mortgage owe more than their house is worth.

Turning this around during a world-wide economic slow-down is likely the work of a generation. Meanwhile, another debt ceiling debate beckons early next year. Egan-Jones is an independent debt-rating agency whose compensation does not come from the debt issuers it rates, unlike its betterknown competitors. The firm has downgraded the U.S. twice in 2012 and currently has it at AA-. In an interview on November 6, 2011, Sean Egan, president of Egan-Jones, poured cold water on the notion that even an amicable and timely resolution to the fiscal cliff debate would meaningfully improve the credit worthiness of the country: “The key measure on sovereign credit quality is debt-to-GDP. In the case of the U.S., it’s risen rather dramatically, from four years ago at 75% debt-to-GDP, to currently over 104%. The problem in the U.S. is that the debt has grown whereas the GDP has not grown.”

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Europe Also Misses the Point The European Union’s (EU) unelected political leadership tells us that the worst is over. The Euro project is safe. The Greek Parliament has agreed to yet another 13.5 billion euros of new austerity measures which will trigger the urgently needed next tranche of some 32 billion euros of EU bail-out money within a few weeks. Meanwhile, markets believe that the European Central Bank (ECB) has successfully freed itself from Bundesbank control and with the newly-created Outright Monetary Transactions (OMT) tool, it can now intervene freely and massively in the short end of the Sovereign bond markets of countries which have agreed to fiscal discipline programs with the newly-approved European Stability Mechanism (ESM). European Sovereign bond yields have fallen dramatically. The real facts are disturbingly different, according to Mark J. Grant, a Wall Street veteran and astute observer of the unfolding European crisis. Greece is insolvent and becomes more so every day. In a piece entitled “We Aren’t In Kansas Anymore” (http://www.zerohedge.com/news/2012-11-08/we-arent-kansas-anymore) Grant notes that the International Monetary Fund (IMF) has refused to provide any more support to Greece until the country can prove that its debt burden is sustainable. But Greece cannot pay back its debt under any scenario. It is impossible. Grant calculates Greece's debt-to-GDP ratio the common sense way, by taking into account all of its debts including bank debt and corporate debt guaranteed by the government, guaranteed derivatives and regional government debt: “With an actual debt-to-GDP ratio now around 800% I think it can be said with certainty that the task [of repayment] is impossible even as the Troika (the EU, IMF and ECB) says the same ratio is 190%. The difference between my number and their number is just what is counted. I count in exactly the same fashion as IBM or GE tallies up their balance sheet.” Grant also dispels the popular myth that Greece could “disappear and it wouldn’t matter” or, put another way, that Greece is so little no one should care. On the contrary, “with a total of $1.5 trillion in debts a default would be cataclysmic.” The Spanish banking bail-out is equally open to question. The ECB is waiting for Spain to accept an agreement with the ESM requiring Spain’s guarantee of the bail-out, which in turn expands its debt-to-GDP ratio and therefore requires austerity measures imposed by the EU/ESM. The amount of the bank bail-out is variously estimated at 60 to 100 billion euros, to repair the balance sheets destroyed by the world’s largest ever real estate bust. The eventual total is certain to be much higher. But real estate is only part of the problem and perhaps not the most pressing part. Spain and the other countries on the European periphery appear to be undergoing a silent but very dangerous bank run. Suppose that you are a Spanish depositor at a Spanish bank. You are concerned that Spanish banks need a bail-out. You are also concerned that there is a small chance that Spain may be forced out of the euro. You do not want to wake up one day owning pesetas. There is no euro zone deposit insurance backed by an unlimited lender of last resort such as the U.S. has. So, you move your euros to the Spanish branch of a German bank where they are just as available for transactions, although you may get less interest…a small price to pay for a sound night’s sleep. A report by Yalman Onaran of Bloomberg News on Sep 19, 2012 documents how prevalent this thinking has become. Over the 12 months to the end of August, some $425 billion in deposits had been pulled from banks in Greece, Italy, Portugal and Spain. And about $390 billion in deposits had piled up in core euro countries, particularly France and Germany (http://www.bloomberg.com/news/2012-09-18/deposit-flight-from-europe-banks-eroding-common-currency.html). Bank balance sheets in the periphery countries are evaporating. This is especially difficult for European banks which tend to fund themselves by demand deposits and other sources of short-term wholesale funding rather than equity or long-term debt. Declining liabilities mean that assets need to be sold and lending needs to be curtailed. Fewer assets mean less collateral for loans from the ECB which has already dropped its collateral requirements several times. The European banking system is, in our view, in real danger of imploding. As the pressure builds on Greece to exit the euro, an event we consider almost inevitable, the bank runs will intensify. Who can say a Greek exit will never happen? If Greece leaves and forces its depositors to convert to drachmas, who is next? Even a small chance of such an outcome encourages deposits to flee weaker countries and banking systems especially when the costs are so minimal. We consider this to the most pressing issue facing countries like Spain. In June $70 billion dollars left their system. In July it was $92 billion which is 4.7% of total banking deposits. From January to July of this year, an estimated $368 billion or 17.7% of total bank deposits has fled Spanish institutions. This evidence is confirmed by the huge and growing imbalances in the ECB’s Target2 settlements system. The ‘Solution’: Expanding Central Bank Balance Sheets In our view, the world’s problems are bigger and more urgent than the markets seem to realize. The shape of the presumed solution is already more than clear…financial repression rather than default. Financial repression is the policy of ultra-low interest rates fixed in place by central banks, rapidly expanding central bank balance sheets and money supply, tighter controls on capital and lower exchange rates. The aim is to force savings into financial markets to maintain asset values, especially in the debt markets, and preserve liquidity. The result is necessarily a rapid decline in the purchasing power of money. All major central banks are now involved. The Federal Reserve and the ECB have already tripled their balance sheets since 2007 and both have announced unprecedented and aggressive new initiatives, QE3 and OMT respectively. The U.K. is similarly addicted to 5

quantitative easing. China, Japan and Switzerland are directly intervening in currency markets, printing huge amounts of their currencies to weaken them. As markets finally conclude that these policies are likely to be in place for many years, there will be, in our opinion, a rush for gold and a growing reluctance to sell it for dollars or other currencies, with explosive consequences. The correlation between negative real interest rates and the gold price is well known. But perhaps the clearest correlations for the gold price are growing central bank balance sheets, global liquidity and public debt, as illustrated below (http://goldswitzerland.com):

(US $ billions)

A surprising number of people see little or no consequence to a global liquidity boom other than price inflation, which most seem to think is a far distant event given the economy’s large output gap the difference between the economy operating optimally and its current level of activity – which is supposed to have a depressing effect on the general price level according to prevailing economic theory. The fact is, we do not know. 6

Consider the following remarkably candid quote by Richard W. Fisher, a Governor of the Federal Reserve, delivered to the Harvard Club of New York City on September 19, 2012: “It will come as no surprise to those who know me that I did not argue in favor of additional monetary accommodation during our meetings last week. I have repeatedly made it clear, in internal FOMC deliberations and in public speeches, that I believe that with each program we undertake to venture further in that direction, we are sailing deeper into uncharted waters. We are blessed at the Fed with sophisticated econometric models and superb analysts. We can easily conjure up plausible theories as to what we will do when it comes to our next tack or eventually reversing course. The truth, however, is that nobody on the committee, nor on our staffs at the Board of Governors and the 12 Banks, really knows what is holding back the economy. Nobody really knows what will work to get the economy back on course. And nobody—in fact, no central bank anywhere on the planet—has the experience of successfully navigating a return home from the place in which we now find ourselves. No central bank—not, at least, the Federal Reserve—has ever been on this cruise before.” We believe in the wealth-protecting qualities of gold, for all the reasons we know, and those we do not know. We expect markets to come to the same conclusion. Financial Results During the three month period ended September 30, 2012 Seabridge posted a net loss of $5.3 million ($0.12 per share) compared to a loss of $3.7 million ($0.09 per share) for the same period last year. During the 3rd quarter, Seabridge invested $17.2 million in mineral interests, primarily at KSM and Courageous Lake, compared to $18.3 million during the same period last year. At September 30, 2012, net working capital was $21.9 million compared to $57.0 at December 31, 2011. Subsequent to the end of the quarter, Seabridge arranged a $24.0 million “bought-deal” financing consisting of 1.1 million flowthrough shares at $21.85 per share representing a 20% premium to the closing market price on the day the financing was arranged. The financing is expected to close later this month.

On Behalf of the Board of Directors,

Rudi P. Fronk Chairman and Chief Executive Officer Toronto, Canada November 13, 2012

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SEABRIDGE GOLD INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012

SEABRIDGE GOLD INC. Management’s Discussion and Analysis The following is a discussion of the results of operations and financial condition of Seabridge Gold Inc. and its subsidiary companies for the three and nine months ended September 30, 2012 and 2011. This report is dated November 13, 2012 and should be read in conjunction with the unaudited consolidated financial statements for the same period and the Management’s Discussion and Analysis included with the audited consolidated financial statements for the year ended December 31, 2011. The Company also published an Annual Information Form filed on SEDAR at www.sedar.com, and the Annual Report on Form 40-F filed on EDGAR at www.sec.gov/edgar.shtml both for the year ended December 31, 2011. Other corporate documents are also available on SEDAR and EDGAR as well as the Company’s website www.seabridgegold.net. As the Company has no operating project at this time, its ability to carry out its business plan rests with its ability to sell projects or to secure equity and other financings. All amounts contained in this document are stated in Canadian dollars unless otherwise disclosed.

Company Overview Seabridge Gold Inc. is a development stage company engaged in the acquisition and exploration of gold properties located in North America. The Company is designed to provide its shareholders with exceptional leverage to a rising gold price. The Company’s business plan is to increase its gold ounces in the ground but not to go into production on its own. The Company will either sell projects or participate in joint ventures towards production with major mining companies. During the period 1999 through 2002, when the price of gold was lower than it is today, Seabridge acquired 100% interests in eight advancedstage gold projects situated in North America. Seabridge’s principal projects include the Courageous Lake property located in the Northwest Territories and the KSM (Kerr-Sulphurets-Mitchell) property located in British Columbia. Seabridge’s common shares trade in Canada on the Toronto Stock Exchange under the symbol “SEA” and in the United States on the New York Stock Exchange under the symbol “SA”.

Results of Operations The Company incurred a net loss for the three months ended September 30, 2012 of $5.3 million or $0.12 per share compared to a net loss of $3.7 million or $0.09 per share in the comparative period ended September 30, 2011. On a nine-month basis, the Company reported a net loss of $9.5 million ($0.22 per share) in the current year versus $14.8 million ($0.36 per share) in the corresponding 2011 period. The increased loss recognized in the current quarter was attributed mainly to the recognition of significant deferred tax expenses. The tax expense has been offset somewhat by the amortization of the flowthrough share premium ($5.3 million year-to-date basis and $1.5 million in the current quarter) set up at the end of the previous fiscal year, and by a reduction in charges related to stock-based compensation. The flow-through premium was set up in December 2011 reflecting the premium investors paid for the Company’s issuance of $27.4 million of flow-through shares that month. As the Company did not complete a flow-through financing in 2010, no comparable income was recognized in the three or nine month periods of 2011. As exploration costs, incurred since the closing of the flow-through financing, have exceeded the value of the financing, the full premium of $5.3 million has been brought into income in 2012. Charges to the statement of operations in the current quarter for stock-based compensation were reduced to $2.2 million in the current quarter from $3.1 million in the comparable quarter of 2011. On a year-to-date basis, the charges have reduced by $3.4 million from $11.8 million in 2011 to $8.4 million in 2012. Although the reduction in the current year’s expense is significant, the 2012 charge included $1.5 million related to the voluntary relinquishment of 100,000 options held by the Chairman of the Board and 200,000 options by the Chief Executive Officer. Under International Financial Reporting Standards, the amortization of the remaining unamortized fair value of those options is accelerated, and immediately charged to the statement of operations and resulted in a significant current period year-to-date expense for options which have, in fact, been cancelled. In the comparable period of 2011, the $11.8 million 1

charge to the statement of operations for stock-based compensation included the grant date fair value recognition of 515,000 options granted to senior management and directors in 2008 and 550,000 options granted to senior management and directors in 2010. Charges for corporate and administrative expenses, other than stock-based compensation, have not varied significantly form the prior year, both on a quarterly basis and on a year-to-date basis. Employee costs have increased but are consistent with the expanded work completed in the current year. Reduced costs for professional fees and general and administrative functions have somewhat compensated the increase in employee costs. General and administrative costs are not expected to increase significantly over current spending levels. In the current quarter, due to a prolonged reduction in value of certain investments the Company holds in junior resource companies, management concluded that the recoverability of those investments was impaired and the statement of operations was charged $230,000. This charge, combined with a similar charge in the second quarter of 2012 of $579,000, related to separate holdings, totals $809,000. There were no comparable impairments recognized in 2011. In the second quarter of 2012, the Company recognized a gain on the finalization of an option agreement for its Red Mountain project. Banks Island Gold Ltd. paid the Company $550,000 and issued 4,000,000 shares for an option to purchase the project. The cash combined with the shares, that were valued at $2.8 million, was recorded as a recovery against the carrying value of the mineral properties of $2,666,000 and the excess ($684,000) was recorded as a gain on disposition of mineral properties. The Company recognized reduced interest income in the current quarter versus the prior year comparable period as the Company completed a financing in June 2011 that attracted greater returns in the three following months compared to the comparable three months this year. In addition, the Company recognized interest income in 2011 on a note receivable that was converted to shares late in the third quarter of 2011. Current quarter income has dropped relative to the first two quarters of 2012 as cash has diminished through exploration spending at KSM and Courageous Lake. The Company recorded negligible foreign exchange gains and losses in the current three and nine month periods as US and Canadian dollar exchange rates have held close to parity in the last twelve months. Tax expense amounting to $3.5 million, in the current quarter, and $3.1 million in the nine month year-todate period was charged to the statement of operations to recognize the potential unwinding of taxable temporary differences between the tax basis and book values of mineral properties. The Company has financed its current year exploration activities with the proceeds from a flow-through financing completed in 2011. The renouncement of those expenditures, combined with the reduction in tax basis of the Company’s mineral properties by the proceeds received upon optioning non-core assets has diminished the tax basis and has contributed to the deferred tax liability.

2

Quarterly Information Selected financial information for the third quarter of 2012 and each of the previous seven fiscal quarters: Quarterly operating results except per share amounts)

($000's,

3rd Quarter Ended September 30, 2012

Revenue Profit (Loss) for period Basic profit (loss) per share Diluted profit (loss) per share

Quarterly operating results except per share amounts)

(5,311) (0.12) (0.12)

($000's,

2nd Quarter Ended June 30, 2012

(2,283) (0.05) (0.05)

1st Quarter Ended March 31, 2012

(1,921) (0.05) (0.05)

2nd Quarter 1st Quarter 3rd Quarter June Ended March Ended September Ended 30, 2011 31, 2011 30, 2011

Revenue Profit (Loss) for period Basic profit (loss) per share Diluted profit (loss) per share

(3,706) (0.09) (0.09)

(7,298) (0.18) (0.18)

(3,759) (0.09) (0.09)

4th Quarter Ended December 31, 2011

(5,335) (0.12) (0.12)

4th Quarter Ended December 31, 2010

5,594 0.14 0.14

The profit for the fourth quarter of 2010 was due to the $10.2 million gain recognized on the sale of the residual interests in the Noche Buena project in Mexico net of related income taxes of $3.1 million.

Mineral Interest Activities During the three months ended September 30, 2012, the Company incurred expenditures of $17.2 million on mineral interests compared to $18.3 million in the comparable 2011 period. Over the nine months to September 30, 2012, the Company expended $37.6 million versus $34.9 million over the same period in 2011. Virtually all expenditures were made on either KSM or Courageous Lake. In the third quarter of 2012, $12.1 million was spent on KSM. Significant exploration costs were incurred while the Company drilled the site in search of a high grade core. Results of that drilling were announced subsequent to the quarter end. Engineering, environmental and metallurgical work was carried out at the project in the third quarter readying documentation to be included in permit applications expected to be submitted by the end of 2012. The KSM exploration camp was fully operational throughout the quarter supporting the above mentioned endeavours adding to the current quarter spending. At Courageous Lake, $5.1 million of costs were incurred related to exploration at the site and residual costs incurred completing the project’s first pre-feasibility study (“PFS”), filed in the current quarter. The PFS filed envisions a single open-pit mining operation with on-site processing with an estimated 91.1 million tonnes of proven and probable reserves at an estimated average grade of 2.20 grams of gold per tonne, feeding a 17,500 tonnes per day operation, with 6.1 million tonnes per year annual average throughput. The project has an estimated 15 year life with average estimated annual production of 385,000 ounces of gold at a projected life of mine average cash operating cost of US$780 per ounce recovered. Start-up capital costs for the project are estimated at US$1.52 billion, including a contingency of US$187 million. At a gold price of US$1,384 per ounce this scenario has an estimated US$1.5 billion pre-tax net cash flow, a US$303 million net present value at a 5% discount rate and an internal rate of return of 7.3%. In addition, drilling continued in the third quarter on the 12,500 meters of planned core drilling with the objective of finding a second major gold deposit along the 100% owned 52-kilometer-long Matthews Lake Greenstone Belt.

3

Liquidity and Capital Resources The Company’s working capital position at September 30, 2012, was $21.9 million down from $57.0 million at December 31, 2011. Cash and cash equivalents and short-term deposits at September 30, 2012 totalled $17.4 million. At the end of 2011, the Company closed a $27.4 million flow-through financing increasing cash to $54.3 million. Cash resources have decreased by approximately $36.9 million as the Company has advanced the KSM and Courageous Lake projects. During the three months ended September 30, 2012, operating activities, including working capital adjustments utilized $0.8 million compared to $2.8 million used in the comparable quarter of 2011. Expenditures on mineral interests decreased slightly in the current quarter to $17.2 million over the comparable period of 2011 when $18.3 million was spent on the projects. The Company will continue to advance its two major gold projects, KSM and Courageous Lake in order to either sell them or joint venture them towards production with major mining companies. During the current year the Company continued to dispose of its non-core assets in Canada and the United States and final agreements for the optioning of the Red Mountain Project in B.C. and the miscellaneous Nevada properties were completed. The Company received $450,000 in cash from Banks Island Gold Ltd. in addition to 4,000,000 of their common shares for the option to purchase the Company’s 100% interest in the Red Mountain Project. The Company had previously received $100,000 on the execution of the letter of intent. The Company also concluded agreements to transfer various Nevada based properties to Wolfpack Gold Inc., a private company, in the second quarter and received 5,506,500 of their common shares (net of shares distributed, under agreement, to a former owner of Pacific Intermountain Gold Inc.). Wolfpack Gold Inc. is expected to complete a financing in the near-term and its shares are expected to trade publicly shortly thereafter. Shares in Banks Island Gold Ltd. and Wolfpack Gold Inc. and other junior resource companies will be subject to market fluctuations and current values may not reflect the recoveries the Company may realize with future dispositions of the securities. Subsequent to the quarter ended September 30, 2012, the Company announced that it entered into an agreement whereby the Company would sell 1,100,000 flow-through common shares at an average price of $21.85 per share for gross proceeds of $24.0 million. The financing is expected to close by the end of November. In June 2011, the Company completed an agreement granting a third party an option to acquire a 1.25% net smelter royalty (“NSR”) on all gold and silver production sales from KSM for a payment equal to the lesser of $100 million or US$125 million. The option to acquire the NSR is exercisable for a period of 60 days following the announcement of receipt of all material approvals and permits, full project financing and certain other conditions for the KSM project. The option was conditional on the optionee subscribing for $30 million of the Company’s shares at a premium to market of 15%. The financing was completed on June 29, 2011. The optionee also has an option to purchase an additional $18 million of the Company’s shares until December 2012 at a 15% premium to the market price of the shares at the time of issuance. Should the optionee subscribe for the additional shares, the Company will enter into an agreement to grant an additional 0.75% net smelter royalty on all gold and silver production sales from KSM for a payment equal to the lesser of $60 million or US$75 million. The optionee has not yet disclosed their intention to subscribe for the additional shares.

Outlook In the near term at KSM, the Company plans to complete and file an Environmental Impact Statement for the Canadian Environmental Assessment Agency and an Environmental Assessment Application for the BC Environmental Assessment Office. Filing of the application is expected to be completed in January 2013. Seabridge is also currently designing a KSM drill program for 2013 with the objective of adding to the project’s measured and indicated copper and gold resources.

4

At Courageous Lake, recent exploration results derived from the search for a second major gold deposit along the Matthews Lake Greenstone Belt, will be followed up. The objective is to enhance the project’s grade in the early years of production, shortening the payback period and improving the overall economics. In addition to this mineral property activity, the Company will continue to study strategic alternatives for its projects and the Company as a whole.

Internal Controls Over Financial Reporting (“ICFR”) There were no changes in the Company’s ICFR that occurred during the period beginning on July 1, 2012 and ending on September 30, 2012 that has materially affected, or is reasonably likely to materially affect, the Company’s ICFR.

Shares Issued and Outstanding On November 13, 2012, the issued and outstanding common shares of the Company totalled 43,451,885. In addition, there were 2,483,300 stock options granted and outstanding (of which 1,225,000 were not exercisable). Assuming the exercise of all outstanding options, there would be 45,935,185 common shares issued and outstanding.

Related Party Transactions During the nine months ended September 30, 2012, a private company controlled by a director of the Company was paid $87,000 (2011- $18,000) for technical services provided by his company related to mineral properties; a private company controlled by the former Chairman of the Board was paid $288,000 (2011 - $112,000) for corporate consulting fees for services rendered and included a one-time payment of $175,000 for termination upon relinquishing his role as Chairman; and a third director was paid $12,000 (2011 - $12,000) for geological consulting. A private company controlled by an officer appointed on January 1, 2012 was compensated $194,000 in the same period for legal services rendered. These transactions were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. As at September 30, 2012 and 2011, there were no outstanding liabilities to related parties. Risks and Uncertainties The following discussion on risks and uncertainties should be read in conjunction with documentation contained in the Company’s Annual Information Form filed on SEDAR at www.sedar.com, and the Annual Report on Form 40-F filed on EDGAR at www.sec.gov/edgar.shtml. Metal Prices Factors beyond the control of the Company affect the price and marketability of any gold or other minerals discovered. Metal prices have fluctuated widely, particularly in recent years and are affected by numerous factors beyond the Company's control, including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, faith in paper currencies, global or regional consumption patterns, speculative activities and worldwide production levels. The effect of these factors cannot accurately be predicted. However, as the Company is highly leveraged to the price of gold, fluctuations in the gold price should have an even greater impact on the price of the Company's shares. Uncertainty of Mineral Resources and Mineral Reserves The Company reports mineral resources and mineral reserves in accordance with the requirements of Canadian securities laws, which differ from the requirements of U.S. securities laws. Mineral resources and mineral reserves have been prepared in accordance with the Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining and Metallurgy and Petroleum Classification System. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific 5

and technical information concerning mineral projects. These standards differ significantly from the requirements of the SEC, including Industry Guide 7 under the US Securities Act of 1933. The statements of mineral resources and mineral reserves disclosed by the Company are estimates only and no assurance can be given that the anticipated tonnages and grades will be achieved or that the indicated level of recovery will be realized. Such estimates necessarily include presumptions of continuity of mineralization which may not actually be present. Market fluctuations and the prices of metals may render mineral resources and mineral reserves uneconomic. Mineral resources are not mineral reserves and do not have demonstrated economic viability. The Company’s mineral projects are in various stages of development, and only the Company’s KSM project contains mineral reserves. The Company’s ability to put these properties into production will be dependent upon the results of further drilling and evaluation. There is no certainty that expenditure made in the exploration of the Company’s mineral properties will result in identification of commercially recoverable quantities of ore or that ore reserves will be mined or processed profitably. The mineral resources and mineral reserves have been determined and valued based on assumed mineral prices, cut-off grades and operating costs that may prove to be inaccurate. Extended declines in market prices for minerals may render portions of the Company’s mineralization as uneconomic and result in reduced reported mineralization. Greater assurance will require completion of final comprehensive feasibility studies and, possibly, further associated exploration and other work that concludes a potential mine at each of these projects is likely to be economic, but such studies remain subject to the same risks and uncertainties. Exploration and Development Risks The business of exploring for minerals and mining involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines. At present, none of the Company’s properties have a known body of commercial ore. Major expenses may be required to establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that the current development programs planned by the Company will result in a profitable commercial mining operation. Unusual or unexpected formations, formation pressures, fires, power outages, labour disruptions, flooding, explosions, cave-ins, land slides and the inability to obtain suitable or adequate machinery, equipment or labour are other risks involved in the operation of mines and the conduct of exploration programs. The Company has limited experience in the development and operation of mines and in the construction of facilities required to bring mines into production. The Company has relied and may continue to rely upon consultants for development and operating expertise. The economics of developing mineral properties are affected by many factors including the cost of operations, variations of the grade of ore mined and fluctuations in the price of minerals produced. Depending on the price of minerals produced, the Company may determine that it is impractical to commence or continue commercial production. Although precautions to minimize risk will be taken, processing operations are subject to hazards such as equipment failure or failure of retaining dams around tailings disposal areas which may result in environmental pollution and consequent liability. Mineral Deposits and Production Costs Mineral deposits and production costs are affected by such factors as environmental permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions. In addition, the grade of any ore ultimately mined may differ from that indicated by drilling results. Short-term factors relating to ore reserves, such as the need for orderly development of ore bodies or the processing of new or different grades, may also have an adverse effect on mining operations and on the results of operations. There can be no assurance that any gold, copper or other minerals recovered in small scale laboratory tests will be duplicated in large scale tests under on-site conditions or in production scale heap leaching. Currency Exchange Rate Fluctuation The minerals present in the Company's projects are sold in U.S. dollars and therefore projected revenue of its projects is in U.S. dollars. The Company’s material properties are located in Canada and therefore its projected expenses for developing its projects are in Canadian dollars. The prefeasibility report and preliminary assessments on the KSM and Courageous Lake projects use a U.S. dollar value for all projected expenses by converting projected Canadian dollar expenses into U.S. dollars. To the extent 6

the actual Canadian dollar to U.S. dollar exchange rate is less than or more than these estimates, the profitability of the projects will be more than or less than that estimated in the preliminary assessments, respectively (if the other assumptions are realized). Financing Risks The Company has limited financial resources, has no operating cash flow and has no assurance that sufficient funding will be available to it for further exploration and development of its projects or to fulfill its obligations under any applicable agreements. The exploration of the Company’s mineral properties is, therefore, dependent upon the Company’s ability to obtain financing through the sale of projects, joint venturing of projects, or equity financing or other means. Such sources of financing may not be available on acceptable terms, if at all. Failure to obtain such financing may result in delay or indefinite postponement of exploration work on the Company’s mineral properties, as well as the possible loss of such properties. Any transaction involving the issuance of previously authorized but unissued shares of common or preferred stock, or securities convertible into common stock, could result in dilution, possibly substantial, to present and prospective holders of common stock. These financings may be on terms less favorable to the Company than those obtained previously. The Company has stated that its business plan is to increase gold ounces in the ground but not to go into production on its own. Uninsurable Risks In the course of exploration, development and production of mineral properties, certain risks, and in particular, unexpected or unusual geological operating conditions including rock bursts, cave-ins, fires, flooding and earthquakes may occur. It is not always possible to fully insure against such risks and the Company may decide not to take out insurance against such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the securities of the Company. Competition The mineral industry is intensely competitive in all its phases. The Company competes with many companies possessing greater financial resources and technical facilities than itself for the acquisition of mineral concessions, claims, leases and other mineral interests as well as for the recruitment and retention of qualified employees. Environmental and other Regulatory Requirements The Company's potential mining and processing operations and exploration activities are subject to various laws and regulations governing land use, the protection of the environment, prospecting, development, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, mine safety and other matters. Such operations and exploration activities are also subject to substantial regulation under these laws by governmental agencies and may require that the Company obtain permits from various governmental agencies. Companies engaged in the development and operation of mines and related facilities generally experience increased costs, and delays in production and other schedules as a result of the need to comply with applicable laws, regulations and permits. The Company believes it is in substantial compliance with all material laws and regulations which currently apply to its activities. There can be no assurance, however, that all permits which the Company may require for construction of mining facilities and conduct of mining operations will be obtainable on reasonable terms or that such laws and regulations would not have an adverse effect on any mining project which the Company might undertake. Additional permits and studies, which may include environmental impact studies conducted before permits can be obtained, are necessary prior to operation of properties in which the Company has interests and there can be no assurance that the Company will be able to obtain or maintain all necessary permits that may be required to commence construction, development or operation of mining facilities at these properties on terms which enable operations to be conducted at economically justifiable costs. Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions there under, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have 7

civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws. Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties. To the best of the Company's knowledge, the Company is operating in compliance with all applicable environmental regulations. Political Risk Properties in which the Company has, or may acquire, an interest are, or may be, located in areas of Canada or the United States which may be of particular interest or sensitivity to one or more interest groups, including aboriginal groups claiming title to land. The Company’s material properties are in British Columbia and the Northwest Territories of Canada and are in areas with a First Nations presence. Consequently, mineral exploration and mining activities in those areas may be affected in varying degrees by political uncertainty, expropriations of property and changes in applicable government policies and regulation such as tax laws, business laws, environmental laws, native land claims entitlements or procedures and mining laws, affecting the Company’s business in those areas. Any changes in regulations or shifts in political conditions are beyond the control or influence of the Company and may adversely affect its business, or if significant enough, may result in the impairment or loss of mineral concessions or other mineral rights, or may make it impossible to continue its mineral exploration and mining activities. In many cases mine construction and commencement of mining activities is only possible with the consent of the local First Nations group and many companies have secured such consent by committing to take measures to limit the adverse impact to, and ensure some of the economic benefits of the construction and mining activity will be enjoyed by, the local First Nations group. Limited Operating History: Losses The Company to date has limited experience in mining or processing of metals. The Company has experienced, on a consolidated basis, losses in most years of its operations. All activities have been of an exploration and development nature. There can be no assurance that the Company will generate profits in the future.

Critical Accounting Estimates Critical accounting estimates used in the preparation of the consolidated financial statements include the Company’s estimate of recoverable value of its mineral properties and related deferred exploration expenditures, reclamation liabilities and the value of stock-based compensation. These estimates involve considerable judgment and are, or could be, affected by significant factors that are out of the Company’s control. Provisions for environmental restoration are calculated at the present value of the expenditures expected to be required to settle the obligation using a discount rate that reflects current market assessments of the time value of money and the risks specific to the obligation. Changes in estimates of ultimate costs of environmental remediation obligations, the timing of the costs and discount rates could significantly affect financial results. The factors affecting stock-based compensation include estimates of when stock options and compensation warrants might be exercised and the stock price volatility. The timing for exercise of options is out of the Company’s control and will depend upon a variety of factors, including the market value of the Company’s shares and financial objectives of the stock-based instrument holders. The Company used historical data to determine volatility in accordance with the Black-Scholes model. However, the future volatility is uncertain and the model has its limitations. The recoverability of the carrying value of mineral properties and associated deferred exploration expenses is based on market conditions for minerals, underlying mineral resources associated with the properties and future costs that may be required for ultimate realization through mining operations or by sale. The Company is in an industry that is dependent on a number of factors including environmental, 8

legal and political risks, the existence of economically recoverable reserves, the ability of the Company and its subsidiaries to obtain necessary financing to complete the development, and future profitable production or the proceeds of disposition thereof.

Forward Looking Statements The consolidated financial statements and management’s discussion and analysis contain certain forward-looking statements relating but not limited to the Company’s expectations, intentions, plans and beliefs. Forward-looking information can often be identified by forward-looking words such as “anticipate”, “believe”, “expect”, “goal”, “plan”, “intend”, “estimate”, “may” and “will” or similar words suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. Forward-looking information may include reserve and resource estimates, estimates of future production, unit costs, costs of capital projects and timing of commencement of operations, and is based on current expectations that involve a number of business risks and uncertainties. Factors that could cause actual results to differ materially from any forward-looking statement include, but are not limited to, failure to establish estimated resources and reserves, the grade and recovery of ore which is mined varying from estimates, capital and operating costs varying significantly from estimates, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects and other factors. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from expected results. Potential shareholders and prospective investors should be aware that these statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those suggested by the forward-looking statements. Shareholders are cautioned not to place undue reliance on forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and various future events will not occur. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking information whether as a result of new information, future events or other such factors which affect this information, except as required by law.

9

SEABRIDGE GOLD INC.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012 (Unaudited)

MANAGEMENT’S COMMENTS ON UNAUDITED INTERIM FINANCIAL STATEMENTS The accompanying unaudited condensed consolidated interim financial statements of Seabridge Gold Inc. for the three and nine months ended September 30, 2012 have been prepared by management and approved by the Board of Directors of the Company.

SEABRIDGE GOLD INC. Condensed Consolidated Statements of Financial Position (Expressed in thousands of Canadian dollars) (Unaudited)

Note

September 30, 2012

December 31, 2011

Cash and cash equivalents

3

1,272

7,063

Short-term deposits

3

Assets Current assets 16,138

47,241

Amounts receivable and prepaid expenses

3,135

1,232

Marketable securities

8,984

4,372

29,529

59,908

199,352

167,211

1,588

1,588

Non-current assets Mineral interests

4

Reclamation deposits Property and equipment

7

12

Total non-current assets

200,947

168,811

Total assets

230,476

228,719

7,512

2,934

97

78

Liabilities and shareholders’ equity Current liabilities Accounts payable and accrued liabilities Taxes payable Flow-through share premium

-

5,260

7,609

8,272

3,175

1,122

Provision for reclamation liabilities

1,984

1,963

Total non-current liabilities

5,159

3,085

12,768

11,357

217,708

217,362

230,476

228,719

Non-current liabilities Deferred income tax liabilities

9

Total liabilities Shareholders’ equity

5

Total liabilities and shareholders’ equity

The accompanying notes form an integral part of these condensed consolidated financial statements. Subsequent event (Note 10) These financial statements were approved by the Board of Directors and authorized for issue on November 13, 2012 and were signed on its behalf:

Rudi P. Fronk Director

James S. Anthony Director

2

SEABRIDGE GOLD INC. Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income (Expressed in thousands of Canadian dollars except common share and per common share amounts) (Unaudited)

Corporate and administrative expenses

Three months ended

Nine months ended

September 30,

September 30,

Note

2012

2011

2012

2011

6

(3,113)

(4,111)

(11,845)

(15,091)

-

(277)

-

(618)

Unrealized loss on convertible debenture Impairment of marketable securities

7

(230)

-

(809)

-

Gain on disposition of mineral property

4

-

-

684

-

Interest income

50

274

338

541

Finance expense

(7)

(6)

(21)

(19)

1,468

-

5,260

-

Foreign exchange (loss) gain

(4)

19

(14)

22

Loss before income taxes

(1,836)

(4,101)

(6,407)

(15,165)

(3,475)

395

(3,108)

403

(5,311)

(3,706)

(9,515)

(14,762)

980

(299)

202

(427)

(4,331)

(4,005)

(9,313)

(15,189)

(0.12)

(0.09)

(0.22)

(0.36)

43,451,885

42,407,337

43,450,790

41,582,864

Other income - flow-through shares

Income tax recovery (expenses)

9

Loss for the period

Other comprehensive loss, net of income taxes: Unrecognized gain (loss) on financial assets, net Comprehensive loss for the period Basic and diluted net loss per Common Share Basic weighted-average number of common shares outstanding

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

3

SEABRIDGE GOLD INC. Condensed Consolidated Statements of Changes in Shareholders’ Equity (Expressed in thousands of Canadian dollars) (Unaudited)

As at January 1, 2012

Share Capital Stock Options 239,662 18,291

Shares - exercise of options

411

Stock-based compensation

-

Cancelled options

-

Expired options

-

Share issuance costs Deferred tax

Contributed Surplus 327

Accumulated Other Comprehensive Deficit Income (40,828) (90)

Total Equity 217,362

-

-

-

263

8,460

-

-

-

8,460

(3,033)

3,033

-

-

-

(2,450)

2,450

-

-

-

(73)

-

-

-

-

(73)

-

-

1,009

(148)

1,009

-

-

Other comprehensive loss

-

-

-

-

202

202

Net loss

-

-

-

(9,515)

-

(9,515)

As at September 30, 2012

241,009

21,120

5,810

(50,343)

112

217,708

As at January 1, 2011

188,385

5,028

283

(20,730)

847

173,813

5,385

(1,594)

-

-

-

3,791

-

(44)

44

-

-

-

25,476

-

-

-

-

25,476

Stock-based compensation

-

11,815

-

-

-

11,815

Other comprehensive loss

-

-

-

-

(427)

(427)

Net loss

-

-

-

(14,762)

-

(14,762)

219,246

15,205

327

(35,492)

420

199,706

Shares - exercise of options Expired options Private placement

As at September 30, 2011

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

4

SEABRIDGE GOLD INC. Condensed Consolidated Statements of Cash Flows (Expressed in thousands of Canadian dollars) (Unaudited) Three months ended September 30, 2012 2011 Operating Activities Net loss Items not affecting cash: Unrealized loss on convertible debenture Impairment of marketable securities Gain on disposition of mineral property Stock-based compensation Accretion of convertible debenture Accretion of reclamation liabilities Depreciation Other income - flow-though shares Income taxes Changes in non-cash working capital items Amounts receivable and prepaid expenses Accounts payable and accrued liabilities Changes in income taxes payable Net cash used in operating activities

Nine months ended September 30, 2012 2011

(5,311)

(3,706)

(9,515)

(14,762)

230 2,228 7 (1,468) 3,429

277 (27) 3,066 (23) 6 7 (394)

809 (684) 8,460 21 13 (5,260) 3,062

618 (27) 11,815 (70) 19 23 (402)

(1,265) 1,247 70 (833)

(1,534) (437) (2,765)

(1,903) 4,576 19 (402)

664 1,996 (44) (170)

Investing Activities Mineral interests Redemption of short-term deposits Long-term garanteed investment Purchase of fixed assets Cash proceeds from property recoveries Net cash provided by (used in) investing activities

(17,173) 19,943 2,770

(18,291) 19,377 65 1,151

(37,568) 31,129 (8) 869 (5,578)

(34,911) (10,213) 11,000 65 6 (34,053)

Financing Activities Issue of share capital Net increase (decrease) in cash during the period

1,937

263 (1,351)

189 (5,791)

33,179 (1,044)

Cash and cash equivalents and bank overdraft , beginning of period

(665)

1,351

7,063

1,044

Cash and cash equivalents end of the period

1,272

-

1,272

-

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

5

SEABRIDGE GOLD INC. Notes to the Condensed Consolidated Financial Statements For the Three and Nine Months Ended September 30, 2012 and 2011 (Unaudited) 1. Reporting entity Seabridge Gold Inc. is comprised of Seabridge Gold Inc. and its subsidiaries and is a development stage company engaged in the acquisition and exploration of gold properties located in North America. The Company was incorporated under the laws of British Columbia, Canada on September 4, 1979 and continued under the laws of Canada on October 31, 2002. Its common shares are listed on the Toronto Stock Exchange trading under the symbol “SEA” and on the New York Stock Exchange under the symbol “SA”. The Company is domiciled in Canada, 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. Statement of compliance and basis of presentation These interim condensed consolidated financial statements were prepared using the same accounting policies and methods as those described in our consolidated financial statements for the year ended December 31, 2011. These interim financial statements are prepared in compliance with International Accounting Standard 34, Interim Financial Reporting (IAS 34). Accordingly, certain information and disclosure normally included in annual financial statements prepared in accordance with International Financial Reporting Standards have been omitted or condensed. These interim condensed consolidated financial statements should be read in conjunction with our consolidated financial statements for the year ended December 31, 2011. 3. Cash and cash equivalents, short-term deposits

($000’s) Cash and cash equivalents Short-term deposits

September 30, 2012

December 31, 2011

1,272

7,063

16,138

47,241

17,410

54,304

All of cash and cash equivalents are held in a Canadian Schedule I bank. Short-term deposits consist of Canadian Schedule I bank guaranteed notes with terms from 91 days up to one year but are cashable in whole or in part with interest at any time to maturity. 4. Mineral interests Mineral interest expenditures on projects are considered as exploration and evaluation. All of the projects have been evaluated for impairment and their related costs consist of the following:

6

Balance, January 1, 2012

Expenditures 2012

Recoveries 2012

Balance, September 30, 2012

110,458

23,635

(302)

133,791

45,255

13,920

Pacific Intermountain Gold

4,281

1

Grassy Mountain

3,359

-

Red Mountain

2,654

12

($000’s) KSM Courageous Lake

-

59,175

(1,399)

2,883

-

3,359

(2,666)

-

Quartz Mountain

369

-

(225)

144

Castle Black Rock

293

-

(293)

-

Other Nevada projects

($000’s)

542 167,211

37,568

(542) (5,427)

199,352

Balance, January 1, 2011

Expenditures 2011

Recoveries 2011

Balance, December 31, 2011

(3,913)

110,458

KSM

86,782

27,589

Courageous Lake

32,028

13,227

Pacific Intermountain Gold

4,182

Grassy Mountain Red Mountain

-

45,255

146

(47)

4,281

4,029

70

(740)

3,359

2,411

243

-

2,654

Quartz Mountain

480

13

(124)

369

Castle Black Rock

282

11

-

293

Other Nevada projects

536

6

-

542

130,730

41,305

(4,824)

167,211

Continued exploration of the Company’s mineral properties is subject to certain lease payments, project holding costs, rental fees and filing fees. a)

KSM (Kerr-Sulphurets-Mitchell)

In 2001, the Company purchased a 100% interest in contiguous claim blocks in the Skeena Mining Division, British Columbia. The vendor maintains a 1% net smelter royalty interest on the project, subject to maximum aggregate royalty payments of $4.5 million. The Company is obligated to purchase the net smelter royalty interest for the price of $4.5 million in the event that a positive feasibility study demonstrates a 10% or higher internal rate of return after tax and financing costs. In 2002, the Company optioned the property to Noranda Inc. (which subsequently became Falconbridge Limited and then Xstrata plc.) which could earn up to a 65% interest by incurring exploration expenditures and funding the cost of a feasibility study. In April 2006, the Company reacquired the exploration rights to the KSM property in British Columbia, Canada from Falconbridge Limited. On closing of the formal agreement in August 2006, the Company issued Falconbridge 200,000 common shares of the Company with a deemed value of $3,140,000 excluding share issue costs. The Company also

7

issued 2 million warrants to purchase common shares of the Company with an exercise price of $13.50 each. The 2,000,000 warrants were exercised in 2007 and proceeds of $27,000,000 were received by the Company. In July 2009, the Company agreed to acquire various mineral claims immediately adjacent to the KSM property for further exploration and possible mine infrastructure use. The terms of the agreement required the Company to pay $1 million in cash, issue 75,000 shares and pay advance royalties of $100,000 per year for 10 years commencing on closing of the agreement. The property is subject to a 4.5% net smelter royalty on these specific claims, from which the advance royalties are deductible. The purchase agreement closed in September 2009, with the payment of $1 million in cash, the issuance of 75,000 shares valued at $2,442,750 and the payment of the first year’s $100,000 advance royalty. In February 2011, the Company acquired a 100% interest in adjacent mineral claims mainly for mine infrastructure purposes for a cash payment of $675,000, subject to a 2% net smelter returns royalty. On June 16, 2011, the Company completed an agreement granting a third party an option to acquire a 1.25% net smelter royalty on all gold and silver production sales from KSM for a payment equal to the lesser of $100 million or US$125 million. The option is exercisable for a period of 60 days following the announcement of receipt of all material approvals and permits, full project financing and certain other conditions for the KSM project. The option was conditional on the optionee subscribing for $30 million of the Company’s shares at a premium to market of 15%. The financing was completed on June 29, 2011. The 15% premium derived from the option agreement for the NSR, was determined to be $3.9 million ($3.84 per share for 1,019,000 shares) which was recorded as a credit to mineral properties on the statement of financial position. The optionee also has an option to purchase an additional $18 million of the Company’s shares until December 2012 at a 15% premium to the market price of the shares at the time of issuance. Should the optionee subscribe for the additional shares, the Company will enter into an agreement to grant an additional 0.75% net smelter royalty on all gold and silver production sales from KSM for a payment equal to the lesser of $60 million or US$75 million. The optionee has not indicated their intention to purchase the additional shares. b)

Courageous Lake

In 2002, the Company purchased a 100% interest in the Courageous Lake gold project from Newmont Canada Limited and Total Resources (Canada) Limited (“the Vendors”) for US$2.5 million. The Courageous Lake gold project consists of mining leases located in Northwest Territories of Canada. In 2004, an additional property was optioned in the area. Under the terms of the agreement, the Company paid $50,000 on closing and was required to make option payments of $50,000 on each of the first two anniversary dates and subsequently $100,000 per year. In addition, the property may be purchased at any time for $1,250,000 with all option payments being credited against the purchase price. c)

Pacific Intermountain Gold Corporation

During 2002, the Company and an unrelated party incorporated Pacific Intermountain Gold Corporation (“PIGCO”). The Company funded PIGCO’s share capital of $755,000 and received a 75% interest. The other party provided the exclusive use of an exploration database and received a 25% interest. In July 2004, the Company acquired the 25% interest in PIGCO which it did not own by forgiving debt of approximately $65,000 and agreeing to pay 10% of the proceeds of any sale of projects to third parties. In 2011, the Company announced its intention to transfer certain PIGCO and Other Nevada mineral properties to a newly created company called Wolfpack Gold Corp. (“Wolfpack”). In the current quarter, agreements were finalized and certain properties were transferred to Wolfpack while others were optioned. In total, 4,666,500 shares of Wolfpack were received as consideration for the optioned and transferred properties. The fair value of those shares has been recorded as a

8

recovery of the carrying value of Pacific Intermountain Gold and Other Nevada mineral properties as at September 30, 2012. As Wolfpack and the Company have common members of the Board of Directors and senior management personnel, the two companies are deemed related parties. d)

Grassy Mountain

In 2000, the Company acquired an option on a 100% interest in mineral claims located in Malheur County, Oregon, USA. During 2002, the Company paid US$50,000 in option payments. On December 23, 2002, the agreement was amended and the Company made a further option payment of US$300,000 and in March 2003 acquired the property for a payment of US$600,000. In April 2011, the Company announced that an agreement had been reached to option the Grassy Mountain project to Calico Resources Corp. (“Calico”). To exercise the option, Calico must issue to the Company (i) two million of its common shares following TSX Venture Exchange approval; (ii) four million of its common shares at the first anniversary, and (iii) eight million of its shares when the project has received the principal mining and environmental permits necessary for the construction and operation of a mine. In addition, after the delivery of a National Instrument 43-101 (“NI 43-101”) compliant feasibility study on the project, Calico must either grant the Company a 10% net profits interest or pay the Company $10 million in cash, at the sole election of the Company. The Company received the first two million common shares of Calico in 2011 and a value of $740,000 has been recorded as a credit to the carrying value of the mineral properties. e)

Red Mountain

In 2001, the Company purchased a 100% interest in an array of assets associated with mineral claims in the Skeena Mining Division, British Columbia, together with related project data and drill core, an owned office building and a leased warehouse, various mining equipment on the project site, and a mineral exploration permit which is associated with a cash reclamation deposit of $1 million. The Company assumed all liabilities associated with the assets acquired, including all environmental liabilities, all ongoing licensing obligations and ongoing leasehold obligations including net smelter royalty obligations on certain mineral claims ranging from 2.0% to 6.5% as well as an annual minimum royalty payment of $50,000. In the second quarter of 2012, the Company entered into an agreement with Banks Island Gold Ltd. to option its 100% interest in the Red Mountain Project. To exercise the option, Banks Island Gold must: (i) pay the Company $100,000 on the execution of the letter of intent (ii) pay $450,000 in cash and issue 4,000,000 of its common shares upon execution of the definitive option agreement; (iii) pay the Company a further $450,000 in cash on or before December 15, 2012; (iv) pay the Company a further $1,500,000 in cash on or before August 3, 2013; and (v) pay the Company a final $9,500,000 in cash on or before February 3, 2015. The Company received $100,000, in the first fiscal quarter of 2012, upon the signing of the letter of intent, which was recorded as a recovery against the carrying value of the mineral properties in the quarter ended March 31, 2012. In June 2012, the definitive option agreement was signed and the Company received $450,000 in cash and 4,000,000 Banks Island Gold Ltd. common shares that were valued at $2.8 million. The value of cash and shares was recorded as a recovery against the carrying value of the mineral properties of $2.6 million and the excess was recorded as a gain on disposition of mineral properties on the statement of operations in 2012. f)

Quartz Mountain

In 2001, the Company purchased a 100% interest in mineral claims in Lake County, Oregon. The vendor retained a 1% net smelter royalty interest on unpatented claims acquired and a 0.5% net smelter royalty interest was granted to an unrelated party as a finder’s fee.

9

In May 2009, the Company completed an option agreement on a peripheral claim portion of the Quartz Mountain property. To earn a 50% interest in that portion of the project, the optionee completed $500,000 in exploration expenditures by December 31, 2010 and issued 200,000 shares to the Company (50,000 shares were received in 2010 and the remaining 150,000 shares were received in February 2011). The amounts received are shown as recoveries against the carrying value of the mineral interest. The optionee has the right to increase its percentage holdings to 70% by funding and completing a feasibility study within three years. In 2011, subject to an agreement between the Company and Orsa Ventures Corp. (“Orsa”) the Company has granted Orsa the exclusive option to earn a 100% interest in the main Quartz Mountain gold property and all of Seabridge's undivided 50% beneficial joint venture interest in the adjacent peripheral property mentioned above. The agreement stipulated that Orsa would pay the Company $0.5 million on or before the fifth day following regulatory approval of the option agreement and will make staged payments of $5 million in cash or shares of Orsa, at the discretion of the Company and, upon the delivery of a feasibility study, pay the Company $15 million or provide a 2% net smelter return on production at Quartz Mountain. In the second quarter of 2012, the agreement was amended allowing Orsa to pay the Company 1.5 million shares of Orsa instead of $0.5 million on or before the fifth day following regulatory approval of the option agreement. All other terms of the original agreement remain the same. The Company received the 1.5 million shares of Orsa and $225,000 has been recorded as a recovery of the carrying value of the property. g)

Castle Black Rock

The Company entered into a mining lease agreement dated August 15, 2000, and amended on August 1, 2001, with respect to mineral claims located in Esmeralda County, Nevada, USA. In 2002, the Company paid US$17,500 and in 2003, US$25,000 in advance royalties and is required to pay further advance royalties of US$25,000 each August 15 thereafter and to pay a production royalty, varying with the price of gold, of 3% to 5%, and a 3.5% royalty on gross proceeds from other metals produced. The Company has the right to purchase 50% of the production royalty for US$1.8 million. The Castle Black Rock property has been optioned to Wolfpack along with other properties within the PIGCO assets mentioned above. In the second quarter of 2012, the Company received 840,000 shares of Wolfpack. The value of those shares has been recorded as a recovery of the carrying value of the mineral properties in 2012.

10

5. Shareholders’ equity ($000’s)

September 30, 2012

December 31, 2011

Share capital

241,009

239,662

Stock options

21,120

18,291

5,810

327

(50,343)

(40,828)

112

(90)

217,708

217,362

Shares 43,426,885

Amount ($000’s) 239,662

25,000

411

-

(73)

As at September 30, 2012

43,451,885

240,000

As at January 1, 2011

41,055,185

188,385

350,000

3,791

-

1,594

1,019,000

25,476

42,424,185

219,246

Contributed surplus Deficit Accumulated other comprehensive income

Share capital As at January 1, 2012 Exercise of stock options Cost of raising capital

Exercise of stock options Value of stock option exercised Private placement As at September 30, 2011

The Company is authorized to issue an unlimited number of preferred shares and common shares with no par value. No preferred shares have been issued. As at September 30, 2012, the Company had 2,483,300 options to purchase common shares outstanding. A summary of option transactions and exercisable options for the period ended September 30, 2012 is as follows:

11

Options

Weighted Average Exercise Price

Value of options ($000’s)

2,763,300

24.19

18,291

305,000

16.81

408

Exercised

(25,000)

10.54

(148)

Cancelled Expired

(300,000)

29.75

(3,033)

(260,000)

29.60

(2,450)

-

-

8,052

Outstanding September 30, 2012

2,483,300

22.19

21,120

Exercisable at September 30, 2012

1,078,300

Outstanding January 1, 2011

Options 2,171,000

Weighted-average exercise price $21.67

Value of options ($000’s) 5,028

400,000

29.23

1949

(350,000)

10.83

(1,594)

(5,000)

29.75

(44)

-

-

9,866

2,216,000

$24.73

15,205

Outstanding January 1, 2012 Granted

Value of 2010 and 2011 options vested

Granted Exercised Expired Value of options granted in prior years Outstanding September 30, 2011

In 2012, 300,000 options were voluntarily relinquished by two directors of the Company. The amortization of the remaining fair value of those options of $1.5 million has been accelerated and fully charged to the statement of operations. Also in 2012, 260,000 options expired unexercised. The fair value of the options granted that vest over time is estimated on the grant date using a Black Scholes optionpricing model with the following assumptions: Nine Months Ended September 30, 2012 2011 Nil Nil 68% 66%

Dividend yield Expected volatility Risk free rate of return Expected life of options

1.25%

2.61%

5 years

5 years

6. Corporate and administrative expenses Three Months Ended

Nine Months Ended

September 30,

September 30,

($000’s) Employee expenses Stock-based compensation Professional fees General and administrative

2012

2011

2012

2011

566

323

1,932

1,090

2,228

3,065

8,460

11,815

66

315

308

634

253

408

1,145

1,552

3,113

4,111

11,845

15,091

12

7. Impairment of Marketable Securities In the current quarter, due to a significant and prolonged reduction in value of certain investments it holds in junior resource companies, the Company has recorded a charge to the statement of operations of $230,000. This charge, combined with a similar charge in the second quarter of 2012 of $579,000, related to separate holdings, totals $809,000. There was no comparable impairment recognized in 2011. 8. Related Party Disclosures During the nine months ended September 30, 2012, a private company controlled by a director of the Company was paid $87,000 (2011- $18,000) for technical services provided by his company related to mineral properties; a private company controlled by the former Chairman of the Board was paid $288,000 (2011 - $112,000) for corporate consulting fees for services rendered and included a one-time payment of $175,000 for termination upon relinquishing his role as Chairman; and a third director was paid $12,000 (2011 - $12,000) for geological consulting. A private company controlled by an officer appointed on January 1, 2012 was compensated $194,000 in the same period for legal services rendered. These transactions were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. As at September 30, 2012 and 2011, there were no outstanding liabilities to related parties. 9. Income taxes Tax expense amounting to $3.5 million, in the current quarter, and $3.1 million in the nine month year-to-date period was charged to the statement of operations to recognize the potential unwinding of taxable temporary differences between the tax basis and book values of mineral properties. The Company has financed its current year exploration activities with the proceeds from a flow-through financing completed in 2011. The renouncement of those expenditures, combined with the reduction in tax basis of the Company’s mineral properties by the proceeds received upon optioning non-core assets has diminished the tax basis and has contributed to the deferred tax liability.

10. Subsequent Event Subsequent to the current quarter, the Company announced that it entered into an agreement whereby the Company would sell 1,100,000 flow-through common shares at an average price of $21.85 per share for gross proceeds of $24.0 million. The financing is expected to close by the end of November.

13