Seabridge Gold

KSM (Kerr-Sulphurets-Mitchell): ACQUISITION AGREEMENT

In June 2000, Seabridge entered into a Letter of Intent with Placer Dome to acquire a 100% interest in Kerr-Sulphurets. On March 28, 2001, Seabridge and Placer Dome executed a definitive acquisition agreement. Closing of the transaction was delayed until June 2001 at which time Placer Dome was able to obtain a satisfactory release of its environmental obligations associated with the project. At closing, in consideration for a 100% interest in the Project, Seabridge issued Placer Dome (i) 500,000 common shares of Seabridge; (ii) 500,000 common share purchase warrants, exercisable by Placer Dome at C$2.00 per share for two years; and (iii) a 1% net smelter royalty interest on the Project, capped at C$4.5 million. The 500,000 common share purchase warrants were exercised by Placer Dome in early 2003. Seabridge will be obligated to purchase the 1% net smelter royalty from Placer Dome for $4.5 million in the event that a positive feasibility study demonstrates a 10% internal rate of return after tax and financing costs.