Seabridge Gold Inc. MANAGEMENT PROXY CIRCULAR (As at May 6 th, 2020, except as indicated) SOLICITATION OF PROXIES APPOINTMENT OF PROXYHOLDER - PDF Free Download

Seabridge Gold Inc. MANAGEMENT PROXY CIRCULAR (As at May 6 th, 2020, except as indicated) SOLICITATION OF PROXIES APPOINTMENT OF PROXYHOLDER

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1 Seabridge Gold Inc. MANAGEMENT PROXY CIRCULAR (As at May 6 th, 2020, except as indicated) SOLICITATION OF PROXIES This management proxy circular is furnished in connection with the solicitation of proxies by the management of Seabridge Gold Inc. (the Corporation ) for use at the Annual Meeting of Shareholders (the Meeting ) of the Corporation, and at any adjournments thereof, to be held on June 25, 2020 at 4:30 p.m. (Toronto time). This year, with a view to observing high standards of safety in response to the novel coronavirus, or COVID-19, and respecting the recommendations of public health officials, the Corporation will be holding the Meeting in a virtual-only format. You will not be able to physically attend the Meeting, although the Meeting will be deemed to be held at the Corporation s head office, 106 Front Street East, Toronto, Ontario, Canada M5A 1E1. The Meeting will be conducted by live audio webcast. To participate in the Meeting, including casting your vote during the Meeting, access the Meeting website at and enter in your shareholder information provided on your ballot or proxy information previously mailed to you. As with an in-person meeting, you will be able to vote and ask questions during the Meeting. Our decision to hold the Meeting in a virtual format relates only to the 2020 Annual General Meeting at this time. The solicitation will be conducted by mail and may be supplemented by telephone or other personal contact to be made without special compensation by officers and employees of the Corporation or by agents retained and compensated for that purpose. The cost of solicitation will be borne by the Corporation. Registered shareholders and non-registered shareholders will be distributed proxy-related materials pursuant to the notice-and-access regime adopted by the Canadian Securities Administrators. It is anticipated that a notice with information about the notice-and-access process and voting instructions as well as a voting instruction form or proxy form will be distributed to registered and beneficial shareholders on or about May 20, The Corporation is providing only those shareholders with existing instructions on their account to receive a paper copy of the Corporation s meeting materials with paper copies of this Management Proxy Circular. APPOINTMENT OF PROXYHOLDER The purpose of a proxy is to designate persons who will exercise the voting rights of a shareholder on a shareholder s behalf in accordance with the instructions given by the shareholder in the proxy. The persons whose names are printed as proposed proxyholders in the enclosed form of proxy for the Meeting are officers or directors of the Corporation (the Management Proxyholders ). A shareholder has the right to appoint a person other than a Management Proxyholder to represent the shareholder at the Meeting by striking out the names of the Management Proxyholders and by inserting the desired person s name in the blank space provided or by executing a proxy in a form similar to the enclosed form. A proxyholder need not be a shareholder. VOTING BY PROXY Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Shares represented by a properly executed proxy will be voted or be withheld from voting on each matter referred to in the Notice of Meeting in accordance with the instructions of the shareholder on any ballot that may be called for and if

2 the shareholder specifies a choice with respect to any matter to be acted upon, the shares will be voted accordingly. Shareholders that return a proxy are not precluded from attending the Meeting in person. If a shareholder does not specify a choice and the shareholder has appointed one of the Management Proxyholders as proxyholder, the Management Proxyholder will vote in favour of the matters specified in the Notice of Meeting and in favour of all other matters proposed by management at the Meeting. The enclosed form of proxy also confers discretionary authority upon the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of the Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Management Proxy Circular, management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting. COMPLETION AND RETURN OF PROXY Registered shareholders may submit proxies by three different means; mail, telephone or internet. To submit a proxy by mail, return completed forms of proxy to Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8 th Floor, North Tower, Toronto, Ontario, Canada M5J 2Y1 for receipt before the Meeting. The Corporation would appreciate it if shareholders submitted their proxies by no later than 4:30 p.m. (Toronto time) on June 23, To submit a proxy by telephone, on a touch tone phone dial To submit a proxy using the internet, go to Submitting proxies by mail or the internet are the only methods by which a shareholder may appoint a proxyholder other than the Management Proxyholders. Shareholders who wish to appoint a third party proxyholder, to represent them at the online meeting must submit their proxy or voting instruction form (as applicable) naming their proxyholder and then register their proxyholder. Registering the proxyholder is an additional step once a shareholder has submitted their proxy/voting instruction form. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving a Control Number to participate in the virtual meeting. To register a proxyholder, shareholders MUST visit by June 23 at 4:30 p.m. (Eastern Time) and provide Computershare with their proxyholder s contact information, so that Computershare may provide the proxyholder with a Username via . NON-REGISTERED HOLDERS Only shareholders whose names appear on the records of the Corporation as the registered holders of common shares or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Corporation are non-registered shareholders because the common shares they own are not registered in their names but are instead registered in the name of a nominee such as a brokerage firm through which they purchased the shares, a bank, trust company, trustee or administrator of self-administered RRSP s, RRIF s, RESP s, TSFA s and similar plans; or a clearing agency such as The Canadian Depository for Securities Limited for Canadian brokers and CEDE & Co., on behalf of The Depository Trust Company, for U. S. brokers, (any of them herein being a Nominee ). If you purchased your shares through a broker, you are likely a non-registered holder. In this Management Proxy Circular non-registered shareholders are sometimes referred to as beneficial owners of the Corporation s shares. In accordance with securities regulatory policies, the Corporation is distributing copies of the materials relating to the Meeting, specifically the Notice of Meeting, the Voting Instruction Form or Form of Proxy, and a Notice in the form required under the notice-and-access regime adopted by the Canadian Securities Administrators, to the Nominees or their agents for distribution to non-registered holders. The Corporation is not mailing directly to nonregistered holders who are "non-objecting beneficial owners" and has forwarded the Meeting materials to the 2 P a g e

3 Nominees or their agents to do so. The Corporation intends to pay for Nominees to deliver the Meeting materials and Voting Instructions Form to the non-registered holders who are "objecting beneficial owners". Nominees are required to forward these Meeting materials to non-registered holders to seek their voting instructions in advance of the Meeting. Shares held by Nominees can only be voted in accordance with the instructions of the non-registered holder. The Nominees often have their own voting instruction form, mailing procedures and provide their own return instructions. If you wish to have your shares voted by proxy, you should carefully follow the instructions from the Nominee in order that your common shares are voted at the Meeting. Non-registered holders who wish to vote at the Meeting in person or wish to appoint a third party proxyholder, to represent them at the online Meeting must submit their voting instruction form naming their proxyholder and then register their proxyholder. (Non-registered holders may name themselves as proxyholder if they want to attend and vote their own shares.) Registering the proxyholder is an additional step once you have submitted your proxy/voting instruction form. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving a Control Number to participate in the Meeting. To register a proxyholder, shareholders MUST visit by June 23 at 4:30 p.m. (Eastern Time) and provide Computershare with their proxyholder s contact information, so that Computershare may provide the proxyholder with a Control Number via . If a non-registered holder through a United States Nominee wishes to attend and vote at the Meeting, the non-registered holder must first obtain a valid legal proxy from the holder s Nominee and then register in advance to attend the Annual General Meeting. Follow the instructions from the Nominee included with these proxy materials, or contact your broker or bank to request a legal proxy form. After first obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Annual General Meeting, you must submit a copy of your legal proxy to Computershare. Requests for registration should be directed to: Computershare 100 University Avenue 8th Floor Toronto, Ontario Canada M5J 2Y1 OR at: Requests for registration must be labeled as Legal Proxy and be received no later than June 23, 2020 by 4:30 p.m. (Eastern Time). You will receive a confirmation of your registration by after we receive your registration materials. You may attend the Annual General Meeting and vote your shares at during the meeting. [Please note that you are required to register your appointment at If you, as a non-registered holder, do not return the voting instruction form and hold your shares through a U.S. broker, your broker or other Nominee will vote your common shares on each matter at the Meeting for which it has discretionary authority. If you do not give instructions to your broker or other Nominee as to how to vote your shares, the broker has authority under New York Stock Exchange ( NYSE ) rules to vote those shares for or against routine proposals. Therefore, it is very important that non-registered holders instruct their broker, bank or other nominee how they wish to vote their shares. Brokers cannot vote on their client s behalf on non-routine proposals for shareholders meetings. Under these rules, the election of directors is considered a non-routine proposal. The appointment of auditors for the 2021 fiscal year and the authorization of the directors to fix the 3 P a g e

4 compensation of the auditors are considered routine matters and brokers will be permitted to vote shares held for non-registered holders on these proposals. These rules apply to voting the Corporation s common shares even though they are also listed on the Toronto Stock Exchange ( TSX ). If such broker votes common shares that are unvoted by its clients for or against a routine proposal, these shares are counted for the purpose of establishing a quorum at the Meeting and also will be counted for the purpose of determining the outcome of routine proposals. If such broker does not receive voting instructions as to a non-routine proposal, or chooses to leave shares unvoted on a routine proposal, a broker non-vote occurs and those shares will be counted for the purpose of establishing a quorum, but not for determining the outcome of those proposals. Common shares that are subject to broker non-votes are considered not entitled to vote on the particular proposal, and effectively reduce the number of common shares needed to approve the proposal. REVOCABILITY OF PROXY Any registered shareholder who has returned a proxy may revoke it at any time before it has been exercised. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing, including a proxy bearing a later date, executed by the registered shareholder or by his attorney authorized in writing or, if the registered shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized. This revocation must be delivered either to Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8 th Floor, North Tower, Toronto, Ontario, Canada M5J 2Y1 at any time up to and including the last business day preceding the day of the Meeting or any adjournment thereof, or to the Chairman at the Meeting or any adjournment thereof. A proxy may also be revoked in any other manner provided by law. Only registered shareholders have the right to revoke a proxy. Non-Registered Holders who wish to change their vote must, at least 7 days before the Meeting, arrange for their respective Nominees to revoke the proxy on their behalf. RECORD DATE The Board of Directors of the Corporation has fixed May 6 th, 2020 (the Record Date ) as the record date for the purpose of determining shareholders entitled to receive Notice of the Meeting. Only shareholders of record as at the close of business on the Record Date are entitled to receive notice of the Meeting and to vote the common shares held by them, either in person or by proxy, at the Meeting or any adjournment thereof. VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SECURITIES The Corporation is authorized to issue an unlimited number of common shares without par value and an unlimited number of Preferred shares, issuable in series, of which 65,547,960 common shares were issued and outstanding and no Preferred shares were issued and outstanding as of May 6 th, The holders of common shares are entitled to one vote for each Common share held. Each resolution to be voted on at the Meeting must be passed by a simple majority (50%) of the votes cast on the resolution unless specifically stated otherwise. To the knowledge of the directors and executive officers of the Corporation as of May 6th, 2020, the only persons who beneficially own, or control or direct, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to any class of voting securities of the Corporation are as follows: 4 P a g e

5 Pan Atlantic Bank and Trust Limited owns 6,254,432 Common shares of the Corporation representing 9.54% of the outstanding shares of the Corporation and FCMI Financial Corporation, which owns all of the shares of Pan Atlantic Bank and Trust Limited, owns 694,042 Common shares representing 1.06% of the outstanding shares of the Corporation. FCMI Parent Co., an affiliate of FCMI Financial Corporation owns 3,915,682 Common shares representing 5.97% of the outstanding shares of the Corporation. In addition, principals of the Friedberg Mercantile Group Ltd. and their foundations own 322,525 Common shares of the Corporation representing less than 0.49% of the Corporation s outstanding shares. Pan Atlantic Bank and Trust Limited is ultimately beneficially owned and controlled by Albert D. Friedberg and members of his immediate family. Albert D. Friedberg is the President and a director of Friedberg Mercantile Group Ltd. ELECTION OF DIRECTORS The directors of the Corporation are elected at each annual general meeting and hold office until the next annual general meeting or until their successors are appointed. In the absence of instructions to the contrary, the enclosed proxy will be voted for the nominees herein listed. The Corporation does not have an executive committee. The Corporation is required to have an audit committee. Members of this committee, and other committees of the Board, are as set out in the table below. The shareholders have fixed the number of directors at nine and the Corporation presently has nine directors. Management of the Corporation proposes the following nine persons as its nominees for election as directors of the Corporation at the Meeting. Information concerning the nominees, as furnished by the individual nominees, is as follows: Name, Municipality of Residence and Position Principal Occupation or employment and, if not a previously elected director, occupation during the past 5 years Previous Service as a Director Number of Common Shares beneficially owned, or controlled or directed, directly or indirectly (5) A Frederick Banfield (2) (3) (4) Arizona, USA Non-Executive Chairman, Eclipse Mining Technologies since January, 2019, formerly CTO, MineSight (formerly Mintec Inc.), a consulting and software company providing services to the minerals industry, since Since October ,000 Rudi P. Fronk Colorado, USA Chairman and CEO Chairman and CEO, Seabridge Gold Inc. Since October ,000 directly 30,000 indirectly Eliseo Gonzalez-Urien (2) (3) (4) Oregon, USA Retired as Senior Technical Advisor, Seabridge Gold Inc. in 2013 and as Senior Vice President, Placer Dome Inc. in Since January ,765 Richard C. Kraus (1) (2) (3) Colorado, USA Executive Chairman of The RMH Group, Inc. since 2001 Since December ,000 5 P a g e

6 Name, Municipality of Residence and Position Principal Occupation or employment and, if not a previously elected director, occupation during the past 5 years Previous Service as a Director Number of Common Shares beneficially owned, or controlled or directed, directly or indirectly (5) Jay Layman Wyoming, USA President and Chief Operating Officer Melanie Miller (3) (4) Colorado, USA Clem Pelletier (3) (4) British Columbia, Canada President and Chief Operating Officer, Seabridge Gold since June, 2011; Independent Consultant (President of Tactical and Strategic Advisory Services LLC), August 2010 to February 2011, Vice President Solutions and Innovation, Newmont Mining Company from May 2007 to August 2010; Vice President Corporate Development, Hecla Mining Company, 2006 to April Executive Coach, General Manager, Hemlo Operations at Barrick Gold 2017 to 2018, Vice President, Supply Chain Management at Barrick Gold 2014 to 2018, Vice President, Supply Chain Management at Newmont Process Chemist; Director, Newmont Goldcorp Corporation, May 2014 (at Goldcorp) to April, 2020; Director, BQE Water Inc. since June 2000; Advisor, Black & Veatch Engineering & Construction Group, 2016 to present; Advisor, BHP ICM Dam Advisory Group, since Sep. 2018; Technical Consultant for Sustainability, Environment, Health & Safety, since 2014; Senior Technical Advisor at ERM, Sep to 2017 Since June, ,400 Since June, ,900 Since June ,000 John Sabine (1) (3) Ontario, Canada Corporate Director Since June, ,550 directly 18,000 indirectly Gary Sugar (1) (3) Ontario, Canada Retired in 2012 as a Managing Director at RBC Capital Markets, Director of NorZinc Ltd., former Director, Stillwater Mining Co., Osisko Mining Corp. and Romarco Minerals Inc. Since May, ,500 (1) Member of the Audit Committee. (2) Member of the Compensation Committee. (3) Member of the Corporate Governance and Nominating Committee. (4) Member of the Technical Committee. (5) Shares beneficially owned, or controlled or directed, directly or indirectly, as at May 6 th, 2020, is based upon information furnished to the Corporation by the individual directors. Unless otherwise indicated, such shares are held directly. Shareholders will vote on directors individually, not by slate. The shareholders are being asked to fix the number of directors of the Corporation at nine and, if so fixed, the nine director nominees with the highest number of votes will be elected at the Meeting. To the knowledge of the Corporation, no proposed director: 6 P a g e

7 (a) is, as at the date of the Management Proxy Circular, or has been, within 10 years before the date of the Management Proxy Circular, a director, chief executive officer or chief financial officer of any company (including the Corporation) that, (i) (ii) was subject to an Order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in that capacity; (b) (c) is, as at the date of the Management Proxy Circular, or has been within 10 years before the date of the Management Proxy Circular, a director or executive officer of any company (including the Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or has, within the 10 years before the date of the Management Proxy Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director. For the purposes of the foregoing, an "Order" means a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation and, in each case, that was in effect for a period of more than 30 consecutive days. To the knowledge of the Corporation, no proposed director has been subject to: (a) (b) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director. MAJORITY VOTING POLICY The Board of the Corporation, with the input of its Corporate Governance and Nominating Committee, works to ensure that nominees to the Board have backgrounds and expertise that reflect the needs of the Board, enabling it to discharge its functions, including through the operation of appropriately constituted committees. The Corporate Governance and Nominating Committee is tasked with ensuring that the Board has the collective capacity to oversee the various areas most relevant to the activities being undertaken by the Corporation at any particular time. However, the Board also wishes to be responsive to the input it receives from its shareholders with respect to the election of individual directors. To this end, the Corporation has adopted a majority voting policy for uncontested director elections. Under this policy, any nominee who receives a greater number of votes withheld than votes for will tender his or her resignation to the Chairman of the Board of Directors promptly following the shareholders meeting. The Corporate Governance and Nominating Committee will consider the offer of resignation and will make a recommendation to the Board of Directors on whether to accept it. The Corporate Governance and Nominating Committee will be expected to accept the resignation absent exceptional circumstances. The Board of Directors will make its final decision and announce it in a press release within 90 days following the shareholders 7 P a g e

8 meeting. A director who tenders his or her resignation pursuant to this policy will not participate in any meeting of the Board of Directors or the Corporate Governance Committee at which the resignation is considered. EXECUTIVE COMPENSATION For the purposes of this Management Proxy Circular: (a) Chief Executive Officer or CEO of the Corporation means an individual who acted as chief executive officer of the Corporation, or acted in a similar capacity, for any part of the most recently completed financial year; (b) Chief Financial Officer or CFO of the Corporation means an individual who acted as chief financial officer of the Corporation, or acted in a similar capacity, for any part of the most recently completed financial year; (c) executive officer of the Corporation means an individual who is the Chairman or Vice-Chairman of the Board, the President, a Vice-President in charge of a principal business unit, division or function including sales, finance or production, who is performing a policy-making function in respect of the Corporation, or any other individual who performed a policy-making function in respect of the Corporation; (d) Named Executive Officer or NEO means: (i) a CEO; (ii) a CFO; (iii) each of the three most highly compensated executive officers of the Corporation, including its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000 for that financial year; and (iv) each individual who would be an NEO under (c) but for the fact that the individual was neither an executive officer of the Corporation or its subsidiaries, nor acting in a similar capacity, at the end of that financial year; (e) Option Based Award means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights, and similar instruments that have option-like features; and (f) Share-Based Award means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units, and stock. COMPENSATION DISCUSSION AND ANALYSIS ROLE OF THE COMPENSATION COMMITTEE The Corporation s compensation policies are established and monitored by the Board of Directors as a whole, recognizing that compensation, especially to senior officers, must be directly related to board-approved strategies and goals. The Compensation Committee is responsible for annually reviewing the Corporation s compensation arrangements with its executive officers and making recommendations to the Board. 8 P a g e

9 The planning process begins late in the fiscal year with Board deliberation of the corporate goals and strategies to be pursued in the ensuing year in order to improve shareholder value. These goals and strategies specifically relate to increasing the value of the Corporation in the long term; they are approved and fully disclosed in the Corporation s annual report along with an explicit review of the extent to which the previous year s goals were achieved. Budgets are then reviewed and approved by the Board to support the board-approved goals and strategies. At the end of the year, the Compensation Committee considers performance against the goals previously set for the year then ending. A review of compensation for directors and officers at comparator companies is also undertaken. Comparator companies are those at a similar stage in the same business, of similar size and in which the configuration of the business and the responsibilities of directors and officers are also similar. The Compensation Committee also invites input from management in order to obtain their evaluation of performance at key positions and to obtain their assessment of the competitive issues which could affect retention of key personnel. The Compensation Committee then makes a formal recommendation to the Board for adjustments to base pay and for bonuses, option grants and restricted share units, if any. The Board makes final determinations and may exercise its discretion. When reviewing the compensation of the executive officers, the Compensation Committee considers the following objectives: (i) recruiting and retaining the executives critical to the success of the Corporation and the enhancement of shareholder value; (ii) providing fair and competitive compensation based upon a detailed comparison with the compensation levels paid for similar positions by similar companies; (iii) balancing the interests of management and shareholders of the Corporation; and (iv) rewarding performance, both on an individual basis and with respect to the business in general. The Compensation Committee has the responsibility of reviewing the senior executive officers total compensation package in consultation with the CEO and making proposals to the Board, reviewing and advising on stock option guidelines, including recommendations on specific option grants and reviewing and communicating to the Board the compensation policies and principles that will be applied to other executives and employees of the Corporation. No changes are presently planned for the Corporation s compensation policies and practices in COMPENSATION PHILOSOPHY All employees of the Corporation receive compensation based on market value for the type of role they perform. Additional consideration is given to internal pay equity and performance. The compensation payable to employees consists of four elements: base salary; bonuses paid upon performance of the individual and the business; restricted share units ( RSUs ) that vest based on the achievement of corporate objectives or after specified time periods have elapsed; and long-term incentives by way of the grant of stock options in accordance with the policies of the TSX and the Corporation s Stock Option Plan. The Corporation does not provide sponsored or defined pension or retirement plans. Employees are expected to provide for their own retirement and to obtain their own advice in making such arrangements. In awarding compensation the Compensation Committee compares the compensation it awards its NEOs with that of companies similar to the Corporation during the relevant year. The companies are all mining companies within a reasonable range of the market capitalization of the Corporation and its stage of development. Companies used for comparison purposes at the end of 2019 included NovaGold Resources Inc., Gabriel Resources Ltd., International Tower Hill Mines Ltd., Pretium Resources Inc., Northern Dynasty Minerals Ltd., Sabina Gold and Silver Corp., Continental Gold Inc. and Osisko Mining Inc. BASE SALARY In the Compensation Committee s view, paying base compensation that is competitive in the market in which the Corporation operates is the first step to attracting and retaining talented, qualified and effective executives. 9 P a g e

10 The base salary of each particular executive officer (including each of the NEOs) is determined by an assessment by the Compensation Committee of each executive officer s performance, a consideration of competitive compensation levels in companies similar to the Corporation and a review of the performance of the Corporation as a whole and the role each executive officer played in the Corporation s performance. The corporate objectives used to evaluate performance are set out every year in the Corporation s annual report to shareholders together with a review of the previous year s performance against that year s objectives. Upon conducting an industry analysis at the end of 2019, it was determined that the Corporation's base salary levels are at similar levels or slightly above those of its comparators, but that additional compensation is well below. Salaries of executive officers have not been increased since the end of 2015, but at the end of 2019 one of the Vice Presidents was promoted to Senior Vice President and he received a commensurate raise and another Vice President s salary was raised on account of growth of his department and greater oversight responsibilities. Over that period, two new Vice Presidents were named by the Corporation. BONUSES As detailed above, bonuses are performance based and are determined by personal performance, team performance and/or Corporation performance. Bonus levels are related to the level of position of the executive officer with the Corporation and base salary. The Board ultimately has the discretion to award compensation absent the attainment of goals or to alter the bonus amounts recommended by the Compensation Committee but is only likely to exercise this discretion in ways that are consistent with the Corporation s compensation philosophy. In 2019 the Corporation achieved seven of the nine objectives in its 2018 Annual Report to shareholders. The first objective was concluding a joint venture or similar transaction at KSM, which was not achieved. Over 2019 the price of gold performed well and the price of copper finished the year with some strength and interest in the KSM Project increased over the year. Discussions continue with major companies, although the COVID-19 pandemic has caused some potential partners with which we have had discussions to focus on managing their own challenges from the pandemic instead of new project acquisition. The ninth objective was to increase gold ownership per common share, which also was not achieved. This is a standing objective of the Corporation, included every year in our objectives, but the Corporation s exploration programs in 2019 were not designed to increase resource ounces. Instead, they were designed to refine targets for future drilling; at the KSM Project, the goal was to find evidence of new potential gold/copper deposits; at the Iskut Project it was to produce further confirming evidence of the potential gold/copper porphyry suspected from earlier work, at the Snowstorm Project it was to complete the initial drill test to confirm the possibility of a Turquoise Ridge/Twin Creeks style deposit. The Corporation believes this work will lead to future resource additions for the Corporation. With 7 objectives achieved and advances made towards achieving the remaining objectives, the Corporation considered it had another very successful year. Given its successes, bonuses of 30% of salary to non-director executive officers were awarded in 2019, the same as in 2018 and an increase from 25% in 2017 when capital markets were more challenging, and its Chairman and CEO and its President and COO were awarded cash bonuses of 50% of salary, the same as in RESTRICTED SHARE UNITS In late 2013 the Corporation adopted a Restricted Share Unit Plan (the RSU Plan ) as a more direct means of achieving greater share ownership by its non-director officers and other employees. Stock options proved to be a somewhat ineffective means of compensating and motivating employees during the years of adverse market conditions for mining companies from 2012 to 2016, particularly non-director employees, who have met or exceeded their objectives only to see their options expire without realizing value. Options incur a significant noncash expense when granted, reflecting their value in a volatile environment, but this expense is not recaptured when the options expire unexercised and corporate expense levels may therefore appear to be overstated. As options are 10 P a g e

11 granted with an exercise price at or above the market price at the time of grant, the number of optioned shares required to achieve a particular compensation effect is likely to be considerably greater than would be the case with a grant of RSUs, resulting in potentially greater share dilution. As Seabridge continues to measure its performance in terms of reserves and resources per share, the Corporation exercises considerable care to restrain share dilution and therefore has used grants of RSUs in recent years for certain employees. Since the adoption of the RSU Plan, it has become much more common for companies to compensate their directors with RSUs, for all of the reasons the Corporation adopted the RSU Plan cited above. It 2019, the shareholders of the Corporation approved the amendment of the RSU Plan to make directors eligible to receive RSU grants. In December, 2019, the directors were granted RSUs for the first time. The RSUs granted under the plan will vest upon the achievement of corporate objectives or after a specified time period has elapsed. RSU s tend to serve as short term (maximum of two years) compensation, depending on the vesting criteria imposed by the Board. When determining the number of RSUs to be granted to a non-director officer or other employee, the Compensation Committee takes into account the duties and seniority of the employee, the performance of the employee and the employee s contributions to the success of the Corporation. As described above, seven of the Corporation s nine objectives for 2019 were met during The Corporation successfully completed a drill program that extended the Iron Cap deposit. The Corporation continued to progress in strengthening social license with Treaty and First Nations and local communities in the area of the KSM Project, including entering into a Co-operation and Benefits Agreement with the Tahltan Nation. At the Snowstorm Project, the Corporation drill tested an initial target and found evidence that a blind Getchell-style target is still possible. At the KSM Project, the Corporation focused on evaluating the potential for blind new porphyry targets and identified three. At Iskut, the Corporation sought to confirm a potential porphyry deposit below the Quartz Rise lithocap and succeeded in defining new drill targets. Work on the Johnny Mountain Mine reclamation and closure plan continued and is being well received by the Tahltan Nation and B.C. regulators. The Corporation also completed an internal study demonstrating the potential for incorporating the Iron Cap deposit earlier in the KSM mine plan to improve project economics, which led to the Corporation deciding to proceed with a new independent preliminary economic assessment, just announced on April 27, The Corporation also thoroughly reviewed the data on the Courageous Lake Project to determine if there was potential for a smaller but more robust project with encouraging results. These successes and the scale of cash bonuses were factors that the Compensation Committee considered prior to their approval of RSU compensation in December The Board decided to award RSUs to non-director executive officer s in an amount equal to approximately 30% of their annual salary (the same percentage as in 2018, but exchangeable into a larger number of shares due to a the Corporation having more officers and the grant of RSUs to directors that are also officers), with RSUs vesting on completion of the updated KSM Prefeasibility Study and Preliminary Economic Assessment. LONG-TERM INCENTIVES The Corporation has provided long-term incentives by granting stock options to executive officers in accordance with the policies of the TSX. Any options granted permit executive officers to acquire common shares at an exercise price equal to the closing market price of such shares at the time of grant of the option. The objective of granting options is to offer the directors, officers and employees the opportunity to directly benefit from increases in the Corporation s share price over a longer period of time, which effectively aligns the financial interests of directors, officers and key employees with the long-term interests of the Corporation and its shareholders. When determining the number of stock options to be granted to an executive officer, the Compensation Committee takes into account the number and terms of stock options previously granted to the executive officer. The 11 P a g e

12 Compensation Committee considers option compensation granted by similar companies to executives with similar responsibilities, comparing such option grants on the basis of the percentage they represent of total shares outstanding rather than the absolute number of such options. Options granted to the directors, including officers who are directors, are made subject to specific vesting requirements, which have included Corporation stock price performance, relative performance of the Corporation stock price to relevant equity indices or achievement of particular corporate objectives. The options granted to directors in 2017 and 2018 will vest on the completion of a joint venture transaction on the KSM or Courageous Lake Projects or other transformative transaction for the Corporation. In previous years, options granted to the other NEOs were made subject to time-based vesting. However, the Compensation Committee recognised that option-based compensation for non-director officers is far below comparator companies and to address this in part additional options were granted in 2018 to non-director officers that vest on the completion of a joint venture transaction on the KSM or Courageous Lake Projects or other transformative transaction for the Corporation. In 2019, the Corporation granted no options to directors or executive officers, electing instead to grant RSU awards to directors and officers. This was, in part, in response to shareholder feedback in respect of the grant of options by comparison to a grant of RSUs. OTHER COMPENSATION The Corporation provides no compensation to its NEOs other than Base Salary, Bonuses, RSUs and Long-Term Incentives in the form of stock options as described above. For greater certainty, the Corporation makes no commitments for Option-Based Awards or Share-Based Awards other than the stock options granted pursuant to the Corporation s stock option plan and RSUs granted pursuant to the Corporation s restricted share unit plan. TERMINATION BENEFITS NEOs receive a payment equal to 100% of base salary if terminated for any reason other than cause. This termination payment is also triggered by a change of control of the Corporation whether or not termination occurs. ASSESSMENT OF RISKS OF COMPENSATION POLICIES AND PRACTICES The Board has considered the implications of the risks associated with the Corporation s compensation policies and practices. In general, the Board believes that these risks are lessened by the fact that the Corporation is not an operating company and therefore there is not an incentive to boost operating performance to meet short term goals at the expense of long term profitability. The Corporation does not have an active program to invest in financial instruments and does not reward management based on the returns on its financial resources. Directors receive regular cash reconciliations against approved budgets to ensure that expenditures are not being diverted from Board-approved goals to other riskier programs. Two Board initiatives have been taken to reduce the risk of compensating officers for undue risk-taking. First, the Corporation has a long-standing policy of imposing onerous vesting requirements for its option grants to ensure that there is little or no incentive to choose short term performance of the Corporation s shares over the longer term development of the Corporation. Vesting requirements for directors and senior officers have been directly tied to achieving long term goals or vest over several years. Second, the Board recognizes that the goals which it uses to assess compensation for most senior officers have an important technical component. One of the fundamental metrics that is a focus of the Corporation is the number of resource and reserve ounces of gold per share. Another example is that bonuses have been paid in recognition of the completion of favorable engineering studies, for increased resources at the KSM Project and for conclusion of an agreement with an aboriginal group. It is important for the Board to be comfortable that incentives for achieving such objectives are not jeopardizing the quality of work performed or the safety and well-being of employees. In the case of estimates of resources and reserves, these are typically prepared by independent consultants whose fees 12 P a g e

13 Value in CDN$ do not vary with the number of ounces of resources or reserves estimated by them. As another check on the validity of technical work, the Board has established a Technical Committee with the mandate and resources to review independently the quality of work performed and the Corporation s procedures and practices, including the prudence of the models and assumptions underlying estimates. The Board expects this committee to mitigate compensation risks in connection with the Corporation s long term goals. The Corporation, its NEOs and directors do not engage in the purchase of financial instruments designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by any NEO or director. PERFORMANCE GRAPH The following graph illustrates the Corporation s cumulative total shareholder return over the five most recently completed financial years of the Corporation for a $100 investment in the Corporation s common shares made on December 31, 2014 (being the start of such five year period). For comparative purposes, the cumulative total returns for a $100 investment over the same time period of the S&P/TSX Composite Index (the S&P/TSX Index ) and the S&P/TSX Global Gold Index (the S&P/TSX Gold Index ) are also provided. The S&P/TSX Gold Index figures and the S&P/TSX Index figures used in the graph include the reinvestment of dividends. 250 Cumulative Value of $100 Investment Made on December 31, 2014 Seabridge Gold Inc. S&P/TSX Composite Index S&P/TSX Global Gold Index (CDN$) Dec. 31, 2014 Dec. 31, 2015 Dec. 31, 2016 Dec. 31, 2017 Dec. 31, 2018 Dec. 31, 2019 Over the five year period, a $100 investment in the Corporation s common shares would have increased in value to $ as compared to an increase to $ for the S&P/TSX Composite Index and a increase to $ for the S&P TSX Composite Gold Index. Over the same time period, the Corporation s salary compensation to the named executive officers has increased modestly, mainly due to increased responsibilities for executives, and bonus payments have increased, mainly because bonuses were reduced during the earlier years due to more difficult financial market conditions and lower cash balances. As outlined in this Management Proxy Circular, the Corporation awards salaries and bonuses that are competitive to officers in comparable positions in comparator companies and has tied bonus compensation to the achievement of corporate objectives. The in-the-money value of stock option compensation, the component of executive compensation that is tied to share price performance, has grown over the period but this is due to increases in share price which have also benefitted shareholders to a comparable extent. 13 P a g e

14 SHARE-BASED AND OPTION-BASED AWARDS The Corporation s stock option plan has been and will be used to provide share purchase options which are granted in consideration of the level of responsibility of the executive as well as his or her impact or contribution to the longer-term operating performance of the Corporation. Similarly, the Corporation s restricted share unit plan is being and will be used to provide RSUs which are granted in consideration of the duties and seniority of the nondirector officer, the performance of the non-director officer and the non-director officer s contributions to the success of the Corporation. In determining the number of options or RSUs to be granted to the directors and officers, the Board of Directors, with recommendations of the Compensation Committee, takes into account the number of options and RSUs, if any, previously granted to each director or officer, and the exercise price of any outstanding options, to ensure that such grants closely align the interests of the directors and officers with the interests of shareholders. COMPENSATION GOVERNANCE The Compensation Committee has the responsibility to administer the compensation policies related to the executive management of the Corporation, including option-based and share-based awards, through recommendations to the Board. Compensation policies are established by the Board. When new senior officers are hired the Committee analyses compensation by comparison to compensation paid by comparator companies to executives with similar responsibilities. The process followed by the Corporation in its annual review of compensation is described above under Role of the Compensation Committee and the responsibilities, powers and operation of the Compensation Committee are described below under Disclosure of Corporate Governance Practices - Compensation. In 2019, the Corporation s Compensation Committee was made up of Eliseo Gonzalez-Urien, Fred Banfield and Richard Kraus, all of whom are independent directors. Each has substantial mining industry experience in the hiring, evaluation and compensation of management level personnel. The chairman of the Compensation Committee, Mr. Gonzalez-Urien, as President of Placer Dome Exploration Ltd., was directly responsible for the compensation practices of a large, multi-national company subsidiary. In addition, Mr. Gonzalez-Urien serves on the compensation committee of another publicly traded, precious metal company. Mr. Banfield co-founded Mintec Inc. and was one of the original developers of MineSight. Over 40 years, Mr. Banfield oversaw Mintec s growth from 2 employees to over 230 employees and in the process acquired significant experience in compensation matters. Between 1981 and 1997 Mr. Kraus served in various senior executive roles (including CEO, COO and CFO) of Echo Bay Mines, a major gold mining company that was acquired by Kinross Gold Corporation in Mr. Kraus is currently Executive Chairman of The RMH Group, Inc., a privately owned engineering consulting firm with more than 100 employees. These roles have given him extensive experience in compensation matters. SUMMARY COMPENSATION TABLES The following table (presented in accordance with National Instrument Form F6 Form F6 ) sets forth all direct and indirect compensation in Canadian dollars provided to the Corporation s Named Executive Officers, for each of the Corporation's most recently completed financial years. The Named Executive Officers of the Corporation are Rudi Fronk, Christopher Reynolds, Jay Layman, William Threlkeld and Peter Williams. 14 P a g e

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