UNDERWRITING AGREEMENTUnderwriting Agreement • December 4th, 2020 • Seabridge Gold Inc • Gold and silver ores • Ontario
Cantor Fitzgerald Canada Corporation (“CFCC”), as sole bookrunner and lead Underwriter, on behalf of itself and a syndicate of Underwriters together with B. Riley Securities, Inc., Canaccord Genuity Corp., Roth Capital Partners, LLC and Red Cloud Securities Inc., (collectively with CFCC, the “Underwriters” and each individually an “Underwriter”), hereby severally, and not jointly nor jointly and severally, offer to purchase from Seabridge Gold Inc. (the “Company”) in the respective percentages set forth in Section 18.1 hereof, and the Company hereby agrees to issue and sell to the Underwriters, upon and subject to the terms hereof, an aggregate of 6,100,000 Common Shares of the Company (the “Firm Shares”) on an underwritten basis at a price of $17.25 per Firm Share (the “Offering Price”) for an aggregate purchase price of $105,225,000.
