SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of
February
2010
Commission
File Number 1-32135
SEABRIDGE
GOLD INC.
(Name
of Registrant)
106
Front Street East, Suite 400, Toronto, Ontario, Canada M5A 1E1
(Address
of Principal Executive Office)
Indicate by check mark whether the
registrant files or will file annual reports under cover of Form 20-F or Form
40-F.
Form
20-F x Form
40-F ¨
Indicate by check mark if the
registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(1): ¨
Indicate by check mark if the
registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(7): ¨
Indicate by check mark whether by
furnishing the information contained in this Form, the registrant is also
thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b)
under the Securities Exchange Act of 1934.
Yes ¨
No x
If
"Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-_________
This report on Form 6-K is specifically
incorporated by reference into Seabridge Gold Inc.’s registration statement on
Form F-10 (File No. 333-164530).
The Underwriting Agreement, dated
February 25, 2010, attached hereto as Exhibit 99.1 contains representations and
warranties by each of the parties to such Agreement. These
representations and warranties were made solely for the benefit of the other
parties to the Underwriting Agreement and (i) were not intended to be treated as
categorical statements of fact, but rather as a way of allocating the risk to
one of the parties if those statements prove to be inaccurate; (ii) may have
been qualified in such Agreement by disclosures that were made to the other
party in connection with the negotiation of such Agreement; (iii) may apply
contract standards of “materiality” that are different from “materiality” under
the applicable securities laws; and (iv) were made only as of the date of the
Underwriting Agreement or such other date or dates as may be specified in the
Agreement.
The Registrant acknowledges that,
notwithstanding the inclusion of the foregoing cautionary statements, it is
responsible for considering whether additional specific disclosures of material
information regarding material contractual provisions are required to make the
statements in this Form 6-K (including the Exhibits attached hereto) not
misleading. Additional information about the Registrant may be found
elsewhere in the Registrant’s other public filings, which are available without
charge through the SEC’s website at http://www.sec.gov.
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
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Seabridge
Gold Inc.
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(Registrant)
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By:
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/s/ Rod Chisholm
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Name:
Rod Chisholm
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Title:
Chief Financial Officer
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and
Corporate Secretary
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Date:
February 26, 2010
EXHIBITS
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Exhibit
99.1
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Underwriting
Agreement, dated February 25, 2010, among the Registrant, Dahlman Rose
& Company, LLC, Nomura Securities International, Inc. and CI Capital
Markets Inc.
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Exhibit
99.2
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Consent
of Macleod Dixon LLP
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