Securities Law & Instruments

Headnote

Subsection 83.1(1) - issuer deemed to be a reportingissuer in Ontario - issuer has been a reporting issuer in BritishColumbia since 1980 and in Alberta since 1999 - issuer listedand posted for trading on the Canadian Venture Exchange - continuousdisclosure requirements of British Columbia and Alberta substantiallyidentical to those of Ontario - Director grants exemption fromsubsection 4.1(1) of NI 43-101 and certain fee relief.

Statutes Cited

Securities Act, R.S.O. 1990, c.S.5, as am.,ss. 83.1(1).

National Instruments Cited

National Instrument 43-101 - Standards of Disclosurefor Mineral Projects (2001), 24 OSCB 303, ss. 4.1(1), 9.1.

IN THE MATTER OF
THE SECURITIES ACT,
R.S.O, 1990, CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF
SEABRIDGE RESOURCES INC.

ORDER
(Subsection 83.1(1))

UPON the application of Seabridge ResourcesInc. (the "Company") for an order pursuant to subsection83.1(1) of the Act deeming the Company to be a reporting issuerfor the purposes of Ontario securities law;

AND UPON the application of the Companyto the Director of the Commission for a decision that the Companybe exempt from the requirement contained in subsection 4.1(1)of NI 43-101 to file a technical report upon first becominga reporting issuer in Ontario and pursuant to subsection 59(2)of Schedule I to the Regulation for a decision that the Companybe exempt from the requirement contained in subsection 53(1)of Schedule I to the Regulation to pay a fee in connection withthis Application;

AND UPON considering the applicationand the recommendation of the staff of the Commission;

AND UPON the Company representing tothe Commission and the Director that:

1. The Company was incorporated under the CompanyAct (British Columbia) on September 14, 1979 under the nameof Chopper Mines Ltd., which was changed to Dragoon ResourcesLtd. on November 9, 1984 and changed again to Seabridge ResourcesInc. on May 20, 1998.
2. The Company's head office is located at 172 King Street East,3rd Floor, Toronto, Ontario M5A 1J3 and its registered officeis located at Suite 600, 580 Hornby Street, Vancouver, BritishColumbia, V6C 3B6.

3. The authorized and issued share capital ofthe Company consists of: (i) an unlimited number of common shares,of which 14,755,699 common shares were issued and outstandingas of February 14, 2002, and (ii) an unlimited number of preferredshares issuable in series, of which no series has been authorizedand none was issued and outstanding as of February 14, 2002.The Company has outstanding convertible securities, includingoptions, warrants and convertible debentures, entitling holdersthereof to acquire a total of 5,402,000 common shares of theCompany, as of February 14, 2002.

4. A demographic summary report (the "IICCReport") obtained by the Company from Independent InvestorCommunications Corporation in respect of the provincial holdingsof its shares as of July 12, 2001, reflected that the Companyhad beneficial shareholders resident in Ontario who collectivelyheld 2,236,860 common shares of the Company which, togetherwith registered shareholders in Ontario, represented approximately15.2% of the Company's outstanding common shares as of February14, 2002.

5. The Company has been a reporting issuer underthe Securities Act (British Columbia) (the "BC Act")since May 6, 1980 and a reporting issuer under the SecuritiesAct (Alberta) (the "Alberta Act") since November 26,1999 as a result of the merger of the Vancouver Stock Exchangeand the Alberta Stock Exchange to form the Canadian VentureExchange (the "CDNX"). The Company is not in defaultof any filing requirements of the BC Act or the Alberta Act.

6. The common shares of the Company are listedon the CDNX and the Company is in compliance with all of therequirements of the CDNX.

7. The Company has a significant connectionto Ontario in that: (i) the President of the Company and threeof its directors (including the President) are resident in Ontario;(ii) the Company's head office is in Ontario; and (iii) basedon the IICC Report, approximately 15.2% of the Company's outstandingcommon shares are held by beneficial and registered holdersresident in Ontario. Accordingly, the mind and management ofthe Company is principally located in Ontario and more than10% of the Company's outstanding common shares are held by beneficialand registered holders resident in Ontario.

8. The Company is not a reporting issuer inOntario, and is not a reporting issuer, or equivalent, in anyjurisdiction other than BC and Alberta.

9. The continuous disclosure requirements ofthe BC Act and the Alberta Act are substantially the same asthe requirements under the Act.

10. The continuous disclosure materials filedby the Company under the BC Act since May 6, 1980 and underthe Alberta Act since November 26, 1999 are available on theSystem for Electronic Document Analysis and Retrieval.

11. Subsection 4.1(1) of NI 43-101 providesthat, upon first becoming a reporting issuer in a Canadian jurisdiction,an issuer shall file with the securities regulatory authorityin that Canadian jurisdiction, a current technical report foreach property material to the issuer.

12. The Company does not have current technicalreports for all of its material properties and has agreed tofile all technical reports required to be filed by NI 43-101with its next annual information form as soon as possible, andin any event no later than May 20, 2002.

13. There have been no penalties or sanctionsimposed against the Company by a court relating to Canadiansecurities legislation or by a Canadian securities regulatoryauthority, and the Company has not entered into any settlementagreement with any Canadian securities regulatory authority.

14. Neither the Company nor any of its officers,directors nor, to the knowledge of the Company, its directorsand officers, any of its controlling shareholders, has (i) beenthe subject of any penalties or sanctions imposed by a courtrelating to Canadian securities legislation or by a Canadiansecurities regulatory authority, (ii) entered into a settlementagreement with a Canadian securities regulatory authority, or(iii) been subject to any other penalties or sanctions or sanctionsimposed by a court or regulatory body that would be likely tobe considered important to a reasonable investor making an investmentdecision.

15. Neither the Company nor any of its directors,officers nor, to the knowledge of the Company, its directorsand officers, any of its controlling shareholders, is or hasbeen subject to: (i) any known ongoing or concluded investigationsby: (a) a Canadian securities regulatory authority, or (b) acourt or regulatory body, other than a Canadian securities regulatoryauthority, that would be likely to be considered important toa reasonable investor making an investment decision; or (ii)any bankruptcy or insolvency proceedings, or other proceedings,arrangements or compromises with creditors, or the appointmentof a receiver, receiver-manager or trustee, within the preceding10 years.

16. None of the directors or officers of theCompany, nor to the knowledge of the Company, its directorsand officers, any of its controlling shareholders, is or hasbeen at the time of such event a director or officer of anyother issuer which is or has been subject to: (i) any ceasetrade or similar orders, or orders that denied access to anyexemptions under Ontario securities law, for a period of morethan 30 consecutive days, within the preceding 10 years; or(ii) any bankruptcy or insolvency proceedings, or other proceedings,arrangements or compromises with creditors, or the appointmentof a receiver, receiver-manager or trustee, within the preceding10 years.

AND UPON the Commission and the Directorbeing satisfied that to do so would not be prejudicial to thepublic interest.

IT IS HEREBY ORDERED, pursuant to subsection83.1(1) of the Act that the Company be deemed to be a reportingissuer for the purposes of the Act.

May 1, 2002.

"Iva Vranic"

 

AND IT IS DECIDED pursuant to subsection9.1(1) of NI 43-101 that the Company is exempt from subsection4.1(1) of NI 43-101 upon being deemed to be a reporting issuerin Ontario.

AND IT IS FURTHER DECIDED pursuant tosubsection 59(2) of Schedule I to the Regulation that the Companyis exempt from the requirement contained in subsection 53(1)of Schedule I to the Regulation to pay a fee in connection withthe making of the application under subsection 9.1(1) of NI43-101.

May 1, 2002.

"Iva Vranic"