Form SC 13G - Statement of Beneficial Ownership by Certain Investors

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. ______)*

Seabridge Gold Inc.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

811916105

(CUSIP Number)

September 30, 2024

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

	x	Rule 13d-1(b)
	o	Rule 13d-1(c)
	o	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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1. Names of Reporting Persons

Kopernik Global Investors, LLC

2. Check the Appropriate Box if a Member of a Group

(a) o (b) x

3. SEC Use Only

4. Citizenship or Place of Organization

Delaware

   Number of Shares
   Beneficially
   Owned by
   Each Reporting
   Person With:

5. Sole Voting Power

6. Shared Voting Power

5,975,029

7. Sole Dispositive Power

8. Shared Dispositive Power

6,507,639

9. Aggregate Amount Beneficially Owned by Each Reporting Person

6,507,639

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares o

11. Percent of Class Represented by Amount in Row (9)

7.3% (1)

12. Type of Reporting Person

(1)

Based on 89,486,607 common shares outstanding as of August 13, 2024 as set forth in in the management’s discussion and analysis for the quarter ended June 30, 2024 as set forth in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on August 14, 2024.

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1. Names of Reporting Persons

David B. Iben

2. Check the Appropriate Box if a Member of a Group

(a) o (b) x

3. SEC Use Only

4. Citizenship or Place of Organization

United States

   Number of Shares
   Beneficially
   Owned by
   Each Reporting
   Person With:

5. Sole Voting Power

6. Shared Voting Power

5,975,029

7. Sole Dispositive Power

8. Shared Dispositive Power

6,507,639

9. Aggregate Amount Beneficially Owned by Each Reporting Person

6,507,639

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares o

11. Percent of Class Represented by Amount in Row (9)

7.3% (1)

12. Type of Reporting Person

(1)

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Item 1.

(a)

Name of Issuer: Seabridge Gold Inc.

(b)

Address of Issuer’s Principal Executive Offices: 106 Front Street East, Suite 400, Toronto, Ontario, Canada M5A 1E1

Item 2.

(a)

Name of Person Filing:

This Schedule 13G is jointly filed by Kopernik Global Investors, LLC (“Kopernik Global Investors”) and David B. Iben (collectively, the “Reporting Persons”). Kopernik Global Investors is an investment adviser. Mr. Iben is the controlling member and Chief Investment Officer of Kopernik Global Investors.

(b)

Address of Principal Business Office or, if None, Residence:

Two Harbour Place

302 Knights Run Avenue, Suite 1225

Tampa, FL 33602

(c)

Citizenship:

Kopernik Global Investors is a limited liability company organized under the laws of Delaware. Mr. Iben is a citizen of the United States of America.

(d)

Title and Class of Securities:

Common Shares, no par value (“Common Shares”)

(e)

CUSIP No.:

811916105

Item 3. If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

(a)

o Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b)

o Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

o Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

o Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

x An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

o An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

x A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o Group, in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: _____

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Item 4. Ownership.

(a)

Amount beneficially owned:

The Reporting Persons beneficially own, in the aggregate, 6,507, 639 Common Shares. None of the securities are held by the Reporting Persons. The filing of this statement shall not be construed as an admission that either of the Reporting Persons is the beneficial owner of any of the securities covered by this Schedule 13G for any other purpose.

(b)

Percent of class:

The number of Common Shares beneficially owned by the Reporting Persons represents 7.3% of the Issuer’s outstanding Common Shares based on 89,486,607 shares of common stock outstanding as of August 13, 2024 as set forth in the management’s discussion and analysis for the quarter ended June 30, 2024 as set forth in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on August 14, 2024.

(c)

As of September 30, 2024, the number of Common Shares as to which each Reporting Person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 5,975,029

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 6,507,639

As of December 31, 2023, the number of Common Shares as to which each Reporting Person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 6,135,799

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 6,675,151

As of December 31, 2022, the number of Common Shares as to which each Reporting Person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 5,720,029

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 6,335,666

As of December 31, 2021, the number of Common Shares as to which each Reporting Person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 6,034,428

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 6,744,980

As of December 31, 2020, the number of Common Shares as to which each Reporting Person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 4,952,534

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 5,679,512

As of December 31, 2019, the number of Common Shares as to which each Reporting Person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 2,573,916

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 3,434,684

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As of December 31, 2018, the number of Common Shares as to which each Reporting Person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 2,543,172

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 3,809,621

As of December 31, 2017, the number of Common Shares as to which each Reporting Person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 2,019,002

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 3,070,279

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

Securities reported on this Schedule 13G are beneficially owned by investment advisory clients which may include investment companies registered under the Investment Company Act and/or other separately managed accounts. No such person beneficially owns over 5%.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of dissolution of group.

Not applicable.

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.

Exhibits

99.1 Joint Filing Agreement, dated November 4, 2024, by and between Kopernik Global Investors, LLC and David B. Iben.

99.2 Power of Attorney appointing Sarah L. Bertrand, dated October 25, 2024, signed by David B. Iben.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 4, 2024

	KOPERNIK GLOBAL INVESTORS, LLC

	By:	/s/Sarah L. Bertrand
	Name:	Sarah L. Bertrand
	Title:	General Counsel and Chief Compliance Officer

	/s/ David B. Iben by Sarah L. Bertrand, power of attorney
	David B. Iben by Sarah L. Bertrand, power of attorney

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Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G and any amendments to it with respect to the common shares, no par value per share, of Seabridge Gold Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to those joint filings. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of November 4, 2024.

	KOPERNIK GLOBAL INVESTORS, LLC

	By:	/s/Sarah L. Bertrand
	Name:	Sarah L. Bertrand
	Title:	General Counsel and Chief Compliance Officer

	/s/ David B. Iben by Sarah L. Bertrand, power of attorney
	David B. Iben by Sarah L. Bertrand, power of attorney

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Exhibit 99.2

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby makes, constitutes and appoints Sarah L. Bertrand, and with full power of substitution and re-substitution, the undersigned’s true and lawful attorney-in-fact (such person and her substitute being referred to herein as the “Attorney-in-Fact”), with full power to act for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to:

Prepare, execute, and submit to the Securities and Exchange Commission (“SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required or considered by the Attorney-in-Fact to be advisable under Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any rule or regulation of the SEC; and

Prepare, execute and submit to the SEC any and all reports (including any amendments thereto) the undersigned is required to file with the SEC, or which the Attorney-in-Fact considers it advisable to file with the SEC, under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933, as amended (“Rule 144”), including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144.

The undersigned acknowledges that:

(a)

This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in her discretion on information provided to such Attorney-in-Fact without independent verification of such information;

(b)

Any documents prepared or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in her discretion, deems necessary or desirable;

(c)

The Attorney-in-Fact does not assume any liability for the undersigned’s responsibility to comply with the requirements of Section 13 or Section 16 of the Exchange Act or Rule 144, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and

(d)

This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under Section 13 or Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16 of the Exchange Act.

The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done in connection with the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming all that the Attorney-in-Fact, or her substitute, shall lawfully do or cause to be done by authority of this Power of Attorney.

Exhibit 99.2

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 4 or 5 or Schedules 13D or 13G or Forms 144, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 25th day of October, 2024.