Seabridge Gold Inc. to Acquire SnipGold Corp. by Way of Plan of Arrangement - Seite 2

"I want to thank the employees and consultants of SnipGold for the loyalty and sacrifice they have shown the company during the last few difficult years. I also want to thank our shareholders and Board of Directors, for their support. As well, I thank the BC Ministry of Mines, the Ministry of Environment and the Tahltan First Nation for working collaboratively with SnipGold management through the years. Without the patience and faith entrusted in management by stakeholders, we would not have been able to advance the company to this stage."

Particulars of the Transaction

Pursuant to the Arrangement Agreement, holders of SnipGold Shares will be entitled to receive 1/63^rd of a common share of Seabridge in exchange for 1 SnipGold Share held (the "Exchange Ratio"), representing an implied offer price of CDN$0.291 per SnipGold share, a premium of 124% based on yesterday's closing prices for both companies on the TSX/TSX.V and a premium of 115% based on the trailing 30-day volume weighted average trading price of SnipGold and Seabridge shares on the TSX/TSX.V, calculated from the date of the Arrangement Agreement. Based on the foregoing, the Arrangement represents total consideration to SnipGold shareholders of CDN$9.9 million.

In connection with the Arrangement, approximately 600,000 Seabridge shares are expected to be issued to existing SnipGold shareholders (not including shares which might be issued on exercise of convertible securities), which would result in SnipGold shareholders owning approximately 1.14% of the combined company (based on the Exchange Ratio and the number of issued and outstanding SnipGold Shares and Seabridge shares as of the date of the Arrangement Agreement).

To be effective, the Arrangement will require approval by a majority of at least 66 2/3% of the votes cast by SnipGold Shareholders at a special meeting expected to take place in June, 2016 (the "SnipGold Meeting"). The board of directors of SnipGold has unanimously approved the Arrangement and recommends that SnipGold shareholders vote in favour of the Arrangement. The SnipGold board of directors acted in accordance with the recommendation of its independent special committee (the "SnipGold Special Committee") which received advice from Primary Capital Inc. ("Primary Capital"), its independent financial advisor.