News Release

Seabridge Gold Files First Quarter Financial Statements and MD&A

Toronto, Canada... Seabridge Gold (TSX:SEA, NYSE:SA) announced today that it has filed its Interim Financial Statements and Management's Discussion and Analysis for the three-month period ended March 31, 2025 on SEDAR+ (httpswww.sedarplus.ca). These statements are also available on Seabridge's website at https://www.seabridgegold.com/investors/financial-reports.

Seabridge's Q1 2025 Report to Shareholders can be found here.

Recent Highlights

• Secures US$100 million in new financings including US$20 million from a strategic investor
• 2025 field programs underway at KSM
• Issues 2024 report card and 2025 corporate objectives
• BC Government files responses to petitions challenging KSM's substantially started designation
• Fully funded exploration programs planned at Iskut and 3 Aces
• Gold price hits all-time high at US$3,500 per ounce

Financial Results

During the first quarter of 2025, Seabridge posted net earnings of $10.6 million ($0.11 per share) compared to a net loss of $8.2 million ($0.09 per share) for the same period in 2024. During the first quarter of 2025, Seabridge invested $14.3 million in mineral interests, property and equipment compared to $39.3 million invested in the first quarter of 2024. The working capital position increased by $110.9 million, from $37.8 million on December 31, 2024 to $148.7 million on March 31, 2025.

Seabridge holds a 100% interest in several North American gold projects. Seabridge's assets include the KSM and Iskut projects located in northwest British Columbia, Canada's "Golden Triangle", the Courageous Lake project located in Canada's Northwest Territories, the Snowstorm project in the Getchell Gold Belt of Northern Nevada and the 3 Aces project set in the Yukon Territory. For a full breakdown of Seabridge's mineral reserves and mineral resources by category please visit Seabridge's website at http://www.seabridgegold.com.

None of the Toronto Stock Exchange, New York Stock Exchange, or their Regulation Services Providers accepts responsibility for the adequacy or accuracy of this release.

For further information please contact:

Rudi P. Fronk, Chairman and C.E.O.

Tel: (416) 367-9292  •  Fax: (416) 367-2711

Email:  [email protected]

Exhibit 99.1

SEABRIDGE GOLD INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM

FINANCIAL STATEMENTS

AS AT MARCH 31, 2025

SEABRIDGE GOLD INC.

Consolidated Statements of Financial Position

(Expressed in thousands of Canadian dollars)

(Unaudited)

Subsequent events (Notes 5, and 15), commitments and contingencies (Note 15)

The accompanying notes form an integral part of these unaudited condensed consolidated interim financial statements.

SEABRIDGE GOLD INC.

Consolidated Statements of Operations and Comprehensive Income (Loss)

(Expressed in thousands of Canadian dollars except common share and per common share amounts)

(Unaudited)

The accompanying notes form an integral part of these unaudited condensed consolidated interim financial statements.

SEABRIDGE GOLD INC.

Consolidated Statements of Changes in Shareholders’ Equity

(Expressed in thousands of Canadian dollars except number of shares)

(Unaudited)

The accompanying notes form an integral part of these unaudited condensed consolidated interim financial statements.

SEABRIDGE GOLD INC.

Consolidated Statements of Cash Flows

(Expressed in thousands of Canadian dollars)

(Unaudited)

The accompanying notes form an integral part of these unaudited condensed consolidated interim financial statements.

SEABRIDGE GOLD INC.

Notes to the condensed consolidated interim financial statements

As at and for the three months ended March 31, 2025 and 2024

(Amounts in notes and in tables are in millions of Canadian dollars, except where otherwise indicated) (Unaudited)

Seabridge Gold Inc. is comprised of Seabridge Gold Inc. (“Seabridge” or the “Company”) and its subsidiaries, KSM Mining ULC, Seabridge Gold (NWT) Inc., Seabridge Gold (Yukon) Inc., Seabridge Gold Corp., SnipGold Corp. and Snowstorm Exploration (LLC), and is a Company engaged in acquiring, exploring, and advancing mineral properties, with an emphasis on gold resources, located in Canada and the United States of America. The Company was incorporated under the laws of British Columbia, Canada on September 14, 1979 and continued under the laws of Canada on October 31, 2002. Its common shares are listed on the Toronto Stock Exchange trading under the symbol “SEA” and on the New York Stock Exchange under the symbol “SA”. The Company is domiciled in Canada and the address of its registered office is 10th Floor, 595 Howe Street, Vancouver, British Columbia, Canada V6C 2T5 and the address of its corporate office is 106 Front Street East, 4th Floor, Toronto, Ontario, Canada M5A 1E1.

These unaudited interim condensed consolidated financial statements (“consolidated interim financial statements”) were prepared in accordance with IAS 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”), using accounting policies consistent with those used by the Company in preparing the annual consolidated financial statements as at and for the year ended December 31, 2024 and should be read in conjunction with the Company’s annual consolidated financial statements. They do not include all of the information required for a complete set of financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”). However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Company’s financial position and performance since the last annual financial statements. These consolidated interim financial statements were authorized for issue by the Company’s board of directors on May 13, 2025.

The Company holds a 4.0% (December 31, 2024 - 4.2%) interest in Paramount which is classified as investment in associate and accounted for using the equity method on the basis that the Company has the ability to exert significant influence through its representation on Paramount’s board of directors. During the current quarter, the Company recorded its proportionate share of Paramount’s net loss of $0.1 million (three months ended March 31, 2024 - $0.02 million net income) within equity loss of associate on the consolidated statements of operations and comprehensive income (loss). As at March 31 2025, the carrying value of the Company’s investment in Paramount was $0.8 million (December 31, 2024 - $0.9 million).

Mineral interests, property and equipment additions by project are as follows:

The estimate of the provision for reclamation obligations as at March 31, 2025 was calculated using the estimated discounted cash flows of future reclamation costs of $7.3 million (December 31, 2024 - $7.3 million) and the expected timing of cash flow payments required to settle the obligations in 2025 and 2026. As at March 31, 2025, the undiscounted future cash outflows are estimated at $7.6 million (December 31, 2024 - $7.7 million) primarily over the next two years. The nominal discount rate used to calculate the present value of the reclamation obligations was 2.5% at March 31, 2025 (December 31, 2024 - 2.9%). For the three months ended March 31, 2025, reclamation disbursements amounted to $0.1 million (2024 - $0.8 million).

As at March 31, 2024 the Company has placed a total of $22.1 million (December 31, 2024 - $22.3 million) on deposit with financial institutions or with government regulators that are pledged as security against reclamation liabilities. The deposits are recorded on the consolidated statements of financial position as reclamation deposits. As at March 31, 2025 and December 31, 2024, the Company had $10.0 million of uncollateralized surety bond, issued pursuant to arrangements with an insurance company, in support of environmental closure costs obligations related to the KSM Project.

On February 25, 2022, the Company, through its wholly-owned subsidiary, KSM Mining ULC (“KSMCo”) signed a definitive agreement to sell a secured note (“2022 Secured Note”) that is to be exchanged at maturity for a silver royalty on its 100% owned KSM to institutional investors (“Investors”) for US$225 million. The transaction closed on March 24, 2022. The key terms of the 2022 Secured Note include:

To satisfy the interest payment on the 2022 Secured Note, during the current quarter the Company issued 323,445 common shares in respect of the interest incurred during the three months ended March 31, 2025 (year ended December 31, 2024 - 1,101,403 common shares).

A number of the above noted options within the agreement represent embedded derivatives. Management has elected to not separate these embedded derivatives from the underlying host secured note, and instead account for the entire secured note as a financial liability at fair value through profit or loss.

The 2022 Secured Note was recognized at its estimated fair value at initial recognition of $282.3 million (US$225 million) using a discounted cash flow model with a Monte Carlo simulation. This incorporated several scenarios and probabilities of the EAC expiring, achieving commercial production and securing project financing, silver prices forecast and the discount rates. As at March 31, 2025, the fair value of the 2022 Secured Note is determined based on the assumption that the EAC will not expire.

In accordance with IFRS 13, the fair value of a financial liability with a demand feature cannot be less than the amount payable on demand, discounted from the first date that the amount could be required to be paid. Based on an analysis of probabilities of potential outcomes for the timeline to secure project financing, it was concluded that the Silver Financing Put would become exercisable in 2027, therefore, as at March 31, 2025, the fair value of the 2022 Secured Note was recorded as the fair value of the Silver Financing Put, of $317.3 million, and for the three months ended March 31, 2025, the Company recorded a $3.5 million loss. As at December 31, 2024, the fair value of the 2022 Secured Note was recorded as the fair value of the Silver Financing Put, of $313.8 million, and for the year ended December 31, 2024, the Company recorded a $19.4 million loss.

The following key inputs and assumptions were used in the determination of fair value:

The carrying amount for the 2022 Secured Note is as follows:

Sensitivity Analysis:

As at March 31, 2025, the fair value of the 2022 Secured Note was recorded as the fair value of the Silver Financing Put, therefore the fair value is not sensitive to changes in silver price forward curve or the forecasted silver production. The fair value recorded would be higher than the value of the put option in the event that silver price forward curve or forecasted silver production were 42% higher, or discount rates were 2% lower.

As at March 31, 2025, the fair value of the 2022 Secured Note would increase by $6.1 million if the discount rate was 1% higher and the fair value would decrease by $6.0 million if the discount rate was 1% lower.

On May 11, 2023, the Company announced that it, through its wholly-owned subsidiary, KSM Mining ULC (“KSMCo”), had agreed to the principal terms of a royalty agreement under which Sprott Resource Streaming and Royalty Corp. (“Sprott”) would pay KSMCo US$150 million and KSMCo would grant Sprott up to 1.2% net smelter royalty (“NSR”) on the KSM project. Thereafter, the Company and Sprott agreed to restructure the proposed transaction as the sale of a secured note and, on June 28, 2023, the Company and KSMCo, signed a definitive agreement to sell a secured note (“2023 Secured Note”) that is to be exchanged at maturity for a net smelter returns royalty (the “NSR”) on its 100% owned KSM Project (“KSM”) to Sprott for US$150 million. The transaction closed on June 29, 2023. The key terms of the 2023 Secured Note include:

This Sprott put right expires once such project financing is in place. If Sprott exercises this put right, Sprott’s right to purchase the NSR terminates.

If Sprott exercises this put right, Sprott’s right to purchase the NSR terminates.

A number of the above noted options within the agreement represent embedded derivatives. Management has elected to not separate these embedded derivatives from the underlying host secured note, and instead account for the entire secured note as a financial liability at fair value through profit or loss.

The 2023 Secured Note was recognized at its estimated fair value at initial recognition of $198.8 million (US$150 million) using a discounted cash flow model with a Monte Carlo simulation. This incorporated several scenarios and probabilities of the EAC expiring, achieving commercial production and securing project financing, metal prices forecast and discount rates. As at March 31, 2025, the fair value of the 2023 Secured Note is determined based on the assumption that the EAC will not expire.

In accordance with IFRS 13, the fair value of a financial liability with a demand feature cannot be less than the amount payable on demand, discounted from the first date that the amount could be required to be paid. Based on an analysis of probabilities of potential outcomes for the timeline to secure project financing, it was concluded that the NSR Financing Put would become exercisable in 2027, however as at March 31, 2025 and December 31, 2024, the fair value of the 2023 Secured Note was greater than the fair value of the NSR Financing Put embedded in the note and the Company recorded the higher value recognizing a $9.7 million gain (year ended December 31, 2024 - $30.7 million gain) on the remeasurement of the 2023 Secured Note liability.

The following key inputs and assumptions were used in the determination of fair value:

The carrying amount for the 2023 Secured Note is as follows:

Sensitivity Analysis:

For the fair value of the 2023 Secured Note, reasonably possible changes at the reporting date to one of the significant inputs, holding other inputs constant, would have the following effects:

The Company is authorized to issue an unlimited number of preferred shares and common shares with no par value. No preferred shares have been issued or were outstanding at March 31, 2025 or December 31, 2024.

The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition, exploration and development of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management but rather relies on the expertise of the Company’s management to sustain future development of the business.

The properties in which the Company currently has an interest are in the pre-operating stage, as such the Company is dependent on external financing to fund its activities. In order to carry out the planned exploration and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company’s approach to capital management during 2025. The Company considers its capital to be share capital, stock-based compensation, contributed surplus and deficit. The Company is not subject to externally imposed capital requirements.

On February 13, 2025, the Company entered into an agreement to sell, on a bought deal basis, 6,540,000 common shares of the Company, at US$12.25 per common share, for gross proceeds of US$80.1 million. The financing closed on February 19, 2025. Also on February 13, 2025, the Company entered into a private placement subscription agreement with a strategic investor to sell 1,640,000 common shares of the Company at US$12.25 per common share, for gross proceeds of US$20.1 million. The private placement closed concurrently with the bought deal. In aggregate, 8,180,000 common shares were issued, at a price of US$12.25 per common share, for gross proceeds of $142.5 million (US$100.2 million).

During the first quarter of 2023, the Company entered into an agreement with two securities dealers, for an At-The-Market (“ATM”) offering program, entitling the Company, at its discretion, and from time to time, to sell up to US$100 million in value of common shares of the Company. This program was in effect until the Company’s US$750 million Shelf Registration Statement, that was due to expire in January 2025, was replaced with a new US$750 million Shelf Registration Statement, replacing the one due to expire. In the current quarter, a US$100 million prospectus supplement was filed and the Company entered into an agreement with two securities dealers for a new ATM offering program, entitling the Company, at its discretion, and from time to time, to sell up to US$100 million in value of common shares of the Company. This program can be in effect until the Company’s US$750 million Shelf Registration Statement expires in February 2027.

During the first quarter of 2025, the Company issued 126,750 shares, at an average selling price of $17.79 per share, for net proceeds of $2.2 million under the Company’s ATM. During 2024, the Company issued 3,645,859 shares, at an average selling price of $21.25 per share, for net proceeds of $75.9 million under the Company’s ATM. As at March 31, 2025, US$98.9 million was available under the ATM.

On June 5, 2024, the Company issued 575,000 flow-through common shares at $31.26 per common share for aggregate gross proceeds of $18.0 million. The Company committed to renounce its ability to deduct qualifying exploration expenditures for the equivalent value of the gross proceeds of the flow-through financing and transfer the deductibility to the purchasers of the flow-through shares. The effective date of the renouncement was December 31, 2024. At the time of issuance of the flow-through shares, $6.4 million premium was recognized as a liability on the consolidated statements of financial position. During the year ended December 31, 2024, the Company incurred $3.1 million of qualifying exploration expenditures and $1.1 million of the premium was recognized through other income on the consolidated statements of operations and comprehensive income (loss). During the current quarter, the Company incurred $0.5 million of qualifying exploration expenditures and $0.2 million of the remaining premium was recognized through other income on the consolidated statements of operations and comprehensive income (loss).

On December 23, 2024, the Company issued 195,500 flow-through common shares at $25.67 per common share for aggregate gross proceeds of $5.0 million. The Company committed to renounce its ability to deduct qualifying exploration expenditures for the equivalent value of the gross proceeds of the flow-through financing and transfer the deductibility to the purchasers of the flow-through shares. The effective date of the renouncement was December 31, 2024. At the time of issuance of the flow-through shares, $1.7 million premium was recognized as a liability on the consolidated statements of financial position. During the year ended December 31, 2024, the Company incurred $0.2 million of qualifying exploration expenditures and $0.1 million of the premium was recognized through other income on the consolidated statements of operations and comprehensive income (loss). During the current quarter, the Company incurred $0.3 million of qualifying exploration expenditures and $0.1 million of the remaining premium was recognized through other income on the consolidated statements of operations and comprehensive income (loss).

In 2024, the Company’s Stock option plan was cancelled. The Company provides compensation to directors and employees in the form of RSUs and DSUs. Pursuant to the Company’s RSU and DSU Plan, the Board of Directors has the authority to grant RSUs and DSUs, and to establish terms including the vesting criteria and the life of the RSUs and the DSUs. The RSU and DSU transactions were as follows:

In December 2024, 54,500 DSUs were granted to Board members, 272,420 RSUs were granted to senior management, and 44,000 RSUs were granted to other employees of the Company. The vesting of the RSUs granted to senior management is dependent on certain corporate objectives including a positive construction decision at KSM, and the Company’s share price outperforming certain market benchmarks. The fair value of RSUs granted with vesting dependent on market conditions was valued using a Monte-Carlo simulation. The total fair value of the RSU and DSU grants, of $6.0 million, was estimated as at the grant date and will be amortized over the expected service period of the grants. The expected service period ranges from one year to five years from the date of the grant and is also dependent on the corporate objectives being met.

In December 2023, 379,300 RSUs were granted to the Board members, members of senior management, and to other employees of the Company. Of those, 277,500 was granted to senior management, with vesting dependent on certain corporate objectives including the completion of a bankable feasibility study at KSM, and the Company’s share price outperforming certain market benchmarks. The fair value of RSUs granted with vesting dependent on market conditions was valued using a Monte-Carlo simulation. The total fair value of the RSU grants, of $4.6 million, was estimated as at the grant date and will be amortized over the expected service period of the grants. The expected service period ranges from one year to three years from the date of the grant and is also dependent on the corporate objectives being met. Of the RSUs granted to senior management, 69,375 RSUs, with vesting dependent on market conditions, expired on December 31, 2024.

In December 2022, 310,266 RSUs were granted to the Board members, members of senior management, and to other employees of the Company. Of those, 232,266 was granted to senior management, with vesting dependent on certain corporate objectives including the Company submitting its formal application to the regulator for the KSM Project to be designated as Substantially Started, notification from the regulator that the KSM Project has been designated as Substantially Started, and announcement of KSM joint venture agreement, or other transformative transaction affecting the ownership and control of KSM. The fair value of the total RSU grants, of $5.1 million, was estimated as at the grant date to be amortized over the expected service period of the grants. The expected service period ranges from nine months to three years from the date of the grant and is dependent on the corporate objectives being met. During first quarter of 2024, upon the Company submitting its formal application to regulators for the KSM Project to be designated as Substantially Started, 58,066 RSUs vested and were exchanged for common shares of the Company. During the third current quarter of 2024, and upon the Company receiving the Substantially Started designation for the KSM Project, further 58,067 RSUs vested and were exchanged for common shares of the Company.

During the second quarter of 2024, the remaining 50,000 outstanding share options with an exercise price of $17.72 were exercised and were exchanged for common shares of the Company.

Basic and diluted net earnings attributable to common shareholders of the Company for the three months ended March 31, 2025 was $10.6 million (three months ended March 31, 2024 - $8.2 million net loss).

Earnings (loss) per share has been calculated using the weighted average number of common shares and common share equivalents issued and outstanding during the period. Stock options are reflected in diluted earnings per share by application of the treasury method. The following table details the weighted average number of outstanding common shares for the purpose of computing basic and diluted loss per common share for the following periods:

Adjustment for other non-cash items within operating activities:

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value.

Level 1: Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (for example, interest rate and yield curves observable at commonly quoted intervals, forward pricing curves used to value currency and commodity contracts, volatility measurements used to value option contracts and observable credit default swap spreads to adjust for credit risk where appropriate), or inputs that are derived principally from or corroborated by observable market data or other means.

Level 3: Inputs are unobservable (supported by little or no market activity).

The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs.

The Company’s fair values of financial assets and liabilities were as follows:

The carrying value of cash and cash equivalents, short-term deposits, amounts receivable and accounts payable and accrued liabilities approximate their fair values due to the short-term maturity of these financial assets and liabilities.

The Company’s financial risk exposures and the impact on the Company’s financial instruments are summarized below:

Credit Risk

The Company’s credit risk is primarily attributable to short-term deposits, convertible notes receivable, and receivables included in amounts receivable and prepaid expenses. The Company has no significant concentration of credit risk arising from operations. The short-term deposits consist of Canadian Schedule I bank guaranteed notes, with terms up to one year but are cashable in whole or in part with interest at any time to maturity, for which management believes the risk of loss to be remote. Management believes that the risk of loss with respect to financial instruments included in amounts receivable and prepaid expenses to be remote.

Liquidity Risk

The Company’s ability to fund its operations and capital expenditures and other obligations as they become due is dependent upon market conditions. During the current quarter, the Company replaced its US$750 million base shelf prospectus and related registration statement, that was expiring in late January 2025, with a new US$750 million base shelf prospectus and registration statement that expires in February 2027. In January 2025, the Company renewed its ATM offering that allows for the issuance of up to an additional US$100 million of its common shares by way of sales over the New York Stock Exchange. The ATM is available to the Company until February 2027 (or until US$100 million in shares have been sold). Under the terms of the US$80.1 million bought deal financing completed on February 19, 2025, the Company agreed not to sell any of its shares for a 90-day period. Accordingly, unless its covenant is waived, the Company cannot sell shares under its ATM offering until after May 20, 2025.

During the current quarter, the Company raised $2.2 million (in 2024 - $75.9 million) through the ATM offering. The Company intends to utilize the ATM offering currently in place and believes that with this it will have sufficient liquidity to continue its operations and meet its obligations for the next twelve months. As the Company does not generate cash inflows from operations, the Company is dependent upon external sources of financing to fund its exploration projects and on-going activities, including proceeding with additional payments pursuant to the Facilities Agreement with BC Hydro (refer to Note 5.1 and Note 15). When required, the Company will seek additional sources of cash to cover its proposed exploration and development programs at its key projects, in the form of equity financing or from the sale of non-core assets.

The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at March 31, 2025, the Company had cash and cash equivalents of $156.8 million (December 31, 2024 - $49.8 million) for settlement of current financial liabilities of $34.4 million (December 31, 2024 - $11.3 million). Except for the secured note liabilities and the reclamation obligations, the Company’s financial liabilities primarily have contractual maturities of 30 days and are subject to normal trade terms.

The following table details the Company’s expected remaining contractual cash flow requirements for its financial liabilities on repayment or maturity periods. The amounts presented are based on the contractual undiscounted cash flows and may not agree with the carrying amounts in the consolidated statements of financial position.

Market Risk

Interest rate risk is the risk that the future cash flows of a financial instrument or its fair value will fluctuate because of changes in market interest rates. The secured note liabilities (Note 9) bear interest at a fixed rate of 6.5% per annum. The Company’s current policy is to invest excess cash in Canadian bank guaranteed notes (short-term deposits). The short-term deposits can be cashed in at any time and can be reinvested if interest rates rise.

The Company’s functional currency is the Canadian dollar and major purchases are transacted in Canadian and U.S. dollars. The secured note liabilities and the related interest payments are denominated in U.S. dollars. The Company has the option to pay the interest either in cash or in shares. The Company also funds certain operations, exploration and administrative expenses in the United States on a cash call basis using U.S. dollar cash on hand or converted from its Canadian dollar cash. Management believes the foreign exchange risk derived from currency conversions is not significant to its operations and has not entered into any foreign exchange hedges. As at March 31, 2025, the Company had cash and cash equivalents, investment in associate, reclamation deposits, accounts payable and secured note liabilities that are in U.S. dollars.

The Company has investments in other publicly listed exploration companies which are included in investments. These shares were received as option payments on certain exploration properties the Company owns or has sold. In addition, the Company holds $6.6 million in a gold exchange traded receipt that is recorded on the consolidated statements of financial position in investments. The risk on these investments is significant due to the nature of the investment but the amounts are not significant to the Company.

During the three months ended March 31, 2025 and 2024, there were no payments to related parties other than compensation paid to key management personnel. These transactions were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

In 2022, the Company entered into a Facilities Agreement with BC Hydro covering the design and construction of facilities by BC Hydro to supply construction phase hydro-sourced electricity to the KSM project. On March 21, 2024, and again on January 8, 2025, the Company signed amendments to the Facilities Agreement with BC Hydro.

Based on the amended Facilities Agreement, the cost to complete the construction is estimated to be $86.2 million of which the Company has paid $78.8 million to BC Hydro, inclusive of $7.6 million paid during the current quarter and $24.4 million paid subsequent to the quarter end in April. The remaining balance of $7.4 million is due in July 2025. In addition, the Facilities Agreement requires $74.7 million in security or cash from the Company for BC Hydro system reinforcement which is required to make the power available, of which the Company has paid $67.7 million to BC Hydro, inclusive of $8.0 million paid during the current quarter. The remaining balance of $7.0 million is due in July 2025. The $74.7 million system reinforcement security will be forgiven annually based on project power consumption.

Prior to its maturity, the 2022 Secured Note bears interest at 6.5%, or U.S.$14.6 million per annum, payable quarterly in arrears. The Company can elect to satisfy interest payments in cash or by delivering common shares. Prior to its maturity, the 2023 Secured Note bears interest at 6.5% or US$9.8 million per annum, payable quarterly in arrears. Payment of quarterly interest due from the closing date to the second anniversary is deferred and US$21.5 million must be paid on or before 30 months after the closing date. Ongoing quarterly interest can be satisfied by way of cash, common shares or increasing the NSR percentage from 1 to 1.2%. Refer to Note 9 for details on the secured note liabilities.

Page 23

Exhibit 99.2

SEABRIDGE GOLD INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FIRST QUARTER ENDED

MARCH 31, 2025

SEABRIDGE GOLD INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

This management’s discussion and analysis (“MD&A”) of Seabridge Gold Inc. (“Seabridge” or the “Company”) and its subsidiary companies, dated May 13, 2025, is intended to supplement and complement the unaudited condensed consolidated interim financial statements and related notes (“consolidated interim financial statements”) as at and for the three months ended March 31, 2025. It should be read in conjunction with the Company’s audited annual consolidated financial statements and annual management’s discussion and analysis for the year ended December 31, 2024, and the 2024 Annual Information Form filed on SEDAR+ at www.sedarplus.ca. Other corporate documents are also available on SEDAR+ and EDGAR as well as the Company’s website www.seabridgegold.com. This MD&A contains forward-looking statements that are subject to risks and uncertainties, as discussed in the “Cautionary Note Regarding Forward-Looking Statements” in this MD&A. Readers are cautioned not to place undue reliance on forward-looking statements. As the Company has no operating projects at this time, its ability to carry out its business plan rests with its ability to sell projects or to secure equity and other financings. All dollar figures are in Canadian dollars unless otherwise stated. Figures in some tables may not add due to rounding.

The consolidated interim financial statements for the three months ended March 31, 2025, and the comparative period have been prepared by the Company in accordance with IAS 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”).

COMPANY OVERVIEW

Seabridge Gold Inc. is a company engaged in acquiring, exploring, and advancing of mineral properties, with an emphasis on gold resources, located in Canada and the United States of America. The Company’s objective is to provide its shareholders with exceptional leverage to a rising gold price and additional exposure to copper from significant copper resources it has acquired and discovered. The Company’s business plan is to increase its mineral resources in the ground, through exploration, but not to go into production on its own. The Company intends to sell projects or participate in joint ventures towards production with major mining companies. Since its inception in 1999, Seabridge has acquired interests in numerous advanced-stage gold projects situated in North America, and its principal projects include the KSM property located in British Columbia. The Company also holds a 100% interest in the Courageous Lake property located in the Northwest Territories, the 3 Aces Project in Yukon, the Snowstorm Project in Nevada and the Iskut Project other than a portion of the Snip North target in the north of the Iskut Project, in which the Company owns between a 95% and 100% interest. Although focused on gold exploration, the Company has made significant amounts of copper discoveries, in particular, at KSM and Iskut. Seabridge’s common shares trade in Canada on the Toronto Stock Exchange under the symbol “SEA” and in the United States on the New York Stock Exchange under the symbol “SA”.

OPERATING AND FINANCIAL HIGHLIGHTS

OPERATING HIGHLIGHTS

FINANCIAL HIGHLIGHTS

Balance sheet information

OUTLOOK

KSM Project

The Company continues its pursuit of a joint venture agreement on the KSM Project with a suitable partner on terms advantageous to the Company, since it does not intend to build the full project or operate the project alone. The KSM Project includes multiple deposits and provides a joint venture partner, or purchaser, flexibility in the design of the project. The 2022 KSM PFS includes recommendations on additional work that could be completed to advance the project.

The Company received its environmental approvals from the federal, provincial and Nisga’a Lisims governments in 2014, which allows for the mining and processing of 2.3 billion tonnes of ore from the KSM mineral deposits. These environmental assessment approvals are not subject to expiry with the receipt of KSM’s substantial start designation in July 2024 from the Province of British Columbia. In addition to its environmental approvals, the company currently holds significant federal and provincial permits related to the project, which allow for exploration, drilling activities, as well as early works programs, such as road and camp construction. Additional permits will still need to be obtained prior to the project going into full production. The design of the KSM Project as approved in our Environmental Assessment Certificate (“EAC”), includes the Mitchell Treaty Tunnel (“MTT”) complex, two 23 km long parallel tunnels that connect the mine sites to the milling area. The company currently holds a number of permits required for the MTT, including a Mines Act permit M-245 (“M-245”) covering a portion of the MTT construction; a License of Occupation (“LoO”) for the proposed MTT route, and a Conditional Registration Reserve (“CRR”) granted by the Provincial Gold Commissioner. These authorizations were granted by the appropriate government agencies originally in 2014, with the M-245 issued in 2022. The LoO was renewed in 2024 and would be subject to renewal again in 2044. The LoO provides KSM the right to occupy the area in which it intends to construct the MTT. Once the MTT is constructed, the License will be converted into a statutory right-of-way.

In 2025, the Company will endeavor to collect anticipated field data for, and undertake value engineering to support, a future KSM bankable feasibility study, respond to data requirements from the joint venture process, make final pre-payments to BC Hydro for completion of the KSM switching station and fund other costs associated with ongoing activities. The work that a joint venture partner might choose to complete might require the collection of additional data, and the feasibility study work might conclude that the development of the KSM Project proceed generally in accordance with the 2022 KSM PFS or take a different approach to development of the KSM Project. Therefore, the timing and cost to conclude a feasibility study are difficult to predict. The company also continues to advance the permitting process for securing the provincial approval to construct the full length of the MTT.

The Company plans its work to advance the KSM Project on an annual basis; when the results of one year’s work have been received and analyzed, planning for the next year begins. While planning its programs, the Company will consider the recommended work in the PFS, but the Company will decide on work based on its priorities and available financing, the results of its advancement work, and the items it believes are best left for a joint venture partner to complete. Plans and objectives for each year are announced early each year. The Company has only prepared preliminary estimates for the cost of additional work, that has been recommended in the PFS that would see KSM through the next stages of development and certain of the work requires further engineering before reasonable cost estimates can be established.

On January 17, 2024, the Company filed its application for the Substantially Started designation (“SSD”) for KSM, and in July 2024, the Company received a positive determination from the BC Government. The designation makes the EAC, for the KSM Project, no longer subject to expiry, significantly reducing project risk.

To apply for the SSD for KSM, by the end of 2023, the Company had completed infrastructure work, including the construction of fish habitat offsetting ponds, powerline installations, road and bridge, and camp construction. In the current year, the Company continued early works activities, focusing on the continued construction of the power substation and the clearing of additional sites for the location of the proposed additional infrastructure, along with other technical and environmental activities.

On November 22, 2024, the Tsetsaut/Skii km Lax Ha (“TSKLH”) filed a petition against the Province seeking judicial review of the SSD by the Province for the KSM Project. TSKLH are seeking a declaration that the Province failed to fulfill its duty to consult TSKLH in respect of the SSD and an order quashing the SSD on the basis that the Province failed to fulfill its duty to consult, the Province failed to discharge its duty of procedural fairness and/or that the SSD was unreasonable. And on November 29, 2024, the SkeenaWild Conservation Trust (“SCT”) and Southeast Alaska Indigenous Transboundary Commission (“SEITC”) filed a second petition against the Province and the KSM Mining ULC, also seeking an order quashing the SSD on the basis that the SSD was unreasonable. SCT and SEITC are challenging the SSD as public interest advocates who claim no rights or property interests in the KSM Project area, rather than as private litigants.

The SSD is unaffected by the petitions and will remain in place if the Province successfully defends the SSD. If the petitioners are successful, a typical order in these circumstances would require a resumption of the substantially started determination process, either to expand consultation of TSKLH or reconsider the reasons for its determination, and then a fresh determination would be issued (which may or may not reaffirm the SSD). If, after resumption of the substantially started determination process, the Province determines the KSM Project was not “substantially started”, the SSD would not remain in place and the EAC would not expire until July 29, 2026. In this instance the Company could submit a new application for a substantially started determination and include in the application additional work completed in 2024 and 2025 at the KSM Project that was not already considered in the initial application process. Additionally, the EAC would not expire within the review period by the Province and would only expire, if upon review of the second application, the Province determined that the KSM Project was not substantially started.

If the Company is unsuccessful in retaining or achieving its SSD by any of the processes described above, the EAC would expire. Based on the merits of the Company’s original application and the Province’s thorough review and consultation process, management considers that the probability of KSM Mining ULC not retaining the EAC is remote.

The Company’s budget for 2025 activities is estimated at $162.7 million, which includes $54.4 million to BC Hydro for construction power infrastructure, $72.1 million of site capture and early works activities, $8.0 million of environmental and social spending and $23.8 million for technical and engineering and $4.4 million payroll and other holding and property costs. This budgeted work will be funded through a recent US$100.2 million bought deal and concurrent private placement financing that closed in February 2025, existing cash reserves, and proceeds from the Company’s US$100 million At-The-Market (“ATM”) offering, along with other potential financings.

Iskut Project

The 2025 exploration plans for Iskut focus on completing a planned 8,000 meter drill program in a 10 to 12 drill hole program in order to announce a maiden copper-gold mineral resource at the Snip North target in Q1 2026. Additionally, the Company aims to explore further copper-gold discovery potential. The drill program will use structural, geochemical, and AI-assisted geophysical modeling.

In 2024, the Company identified a large, intense hydrothermal system at Snip North that remains open to the West and Northwest. This will be the focus of exploration in 2025, to define a mineral resource, as the source of the mineral system discovered in 2024 is still unknown. Defining resources at Snip North will provide valuable insights that can be applied to other areas of the Iskut Property, where there is potential for additional Cu-Au porphyry discoveries.

The estimated exploration budget for 2025 is $13.4 million. The environmental work continues on the reclamation and closure plan for the Johnny Mountain mine. Along with other non-reclamation environmental work, project carrying costs, and payroll cost allocation, an additional $5.5 million is expected to be incurred for a total of $18.9 million planned spend in 2025.

3 Aces Project

The 2025 exploration objective for 3 Aces is to complete an evaluation of the strike extension of the Central Core Area to the south. Accomplishing this objective will involve completing 2,500 meters of diamond drilling in 5 to 7 holes. The total budget for the 2025 program at 3 Aces is $7.4 million.

In 2024, at the 3 Aces Project, the Company undertook an exploration program on the 357 km² project which included drill testing three priority resource expansion targets in the Central Core Area completing a surface evaluation of three regional targets, reverse circulation drilling of two priority regional targets and completing a regional exploration model, prioritizing targets throughout the property for resource definition in 2025. The Company is pursuing an exploration model that predicts gold is localized along second-order folds along the contact of phyllite and sandstone. Geological observations so far have documented the regional continuity of these phyllite-sandstone contacts.

Snowstorm Project

The exploration objective at Snowstorm in 2025 is to continue the evaluation of a Getchell-style gold deposit and deploy a new technology for the discovery of Getchell-style mineralization at Snowstorm. The estimated total budget for 2025 is $1.8 million.

In 2024, a $1.1 million program was conducted to confirm conditions related to existing land use permits for the Goldstorm target and investigate a program to incorporate new technology for the discovery of mineralization at Snowstorm. The estimated total budget for 2025 is $1.8 million.

Courageous Lake Project

The 2025 plan for Courageous Lake is to maintain local community relations and our permits in good standing and to initiate the permitting process for renewal of the exploration permits for the Project, which are scheduled for expiration in 2027 with a $100K budget. The estimated total budget for 2025 is $0.8 million.

Financing

The company is actively exploring various funding alternatives to support its operations and achieve its objectives. On February 19, 2025, it completed a bought deal offering generating US$80.1 million in gross proceeds. In addition, the company concurrently closed a private placement with a strategic investor, raising an additional US$20.1 million.

Other financing options include issuing shares under a Prospectus Supplement to the existing Base Shelf Prospectus, sales under the ATM facility, selling or optioning the Company’s properties or a royalty or streaming interest in the Company’s properties, securing funding from a joint venture partner, and private placements, including flow-through financings.

FINANCIAL RESULTS

During the current quarter, the Company recorded a net income of $10.6 million, or $0.11 per share, on both a basic and diluted basis. During the comparative period of 2024, the Company recorded a net loss of $8.2 million, or $0.09 per share, on both a basic and diluted basis.

Remeasurement gain on secured note liabilities through profit and loss

During the first quarter of 2025 and 2024, the gain recognized on the remeasurement of secured note liabilities was mainly the net result of a gain due to an increase in discount rates and payment of interest, partially offset by losses due to an increase in metal prices and the impact of valuing the notes at reporting periods closer to maturity.

Corporate and administrative expenses

Total Corporate and administrative expenses for the three months ended March 31, 2025, were $4.4 million compared to $4.6 million in the prior-year period. The decrease was mainly due to lower stock-based compensation and lower professional fees. Professional fees decreased by $0.4 million.

Stock-based compensation expense related to restricted share units (“RSUs”) and deferred share units (“DSUs”) decreased by $0.1 million. This decrease was primarily due to the forfeiture of 5,499 RSUs during the current quarter, as well as the application of a longer amortization period for DSUs (five years) compared to RSUs (three years).

As at March 31, 2025, 777,302 RSUs and 54,500 DSUs were outstanding. The Company’s stock-based compensation expenses related to RSUs and DSUs are presented in the following tables:

During the fourth quarter of 2024, 54,500 DSUs were granted to members of the Board of Directors, 272,420 RSUs were granted to senior management, and 44,000 RSUs were granted to other employees of the Company. The vesting of certain of the RSUs granted to senior management is dependent on attaining corporate objectives, including a positive construction decision at KSM and the Company’s share price outperforming certain market benchmarks. A total of 69,375 RSUs granted to senior management, subject to market condition-based vesting, expired on December 31, 2024, as the performance criteria were not met.

During the first quarter of 2024 and upon the Company submitting its formal application to BC regulators for the KSM Project to be designated as Substantially Started, 58,066 RSUs, granted in 2022, vested. During the third quarter of 2024, upon the Company receiving its Substantially Started designation from the BC Government, 58,067 RSUs, granted in 2022, vested together with an additional 5,000 RSUs granted to a director. In December 2024, 25,505 RSUs vested, representing 1/3 of the RSUs granted to the non-executive employees in 2022 and 2023.

During the fourth quarter of 2023, 379,300 RSUs were issued, with 48,300 RSUs granted to Board members, 277,500 RSUs granted to executive members, and 53,500 RSUs granted to employees. On December 11, 2023, 11,840 RSUs vested, representing 1/3 of the RSUs granted to employees in 2022.

Foreign exchange

Movements in foreign exchange are primarily due to the revaluation of monetary assets and liabilities as at the balance sheet date and the appreciation or depreciation of the Canadian dollar compared to the U.S. dollar in the period.

The secured note liabilities are denominated in U.S. dollars. The impact of foreign exchange rate fluctuations on the valuation of the secured note liabilities is recorded as foreign exchange gain (loss) on the consolidated statements of operations and comprehensive income (loss). The remaining foreign exchange gains or losses are primarily related to the revaluation of cash and cash equivalents denominated in U.S. dollars. Appreciation of the U.S. dollar relative to the Canadian dollar during the current year resulted in a foreign exchange loss on the revaluation of secured note liabilities, and conversely, a foreign exchange gain on the revaluation of cash and cash equivalents denominated in U.S. dollars.

Other income - flow-through shares

During the three months ended March 31, 2025, the Company recognized $0.3 million of other income related to the flow-through share premium recorded on the financings completed in June 2024, and December 2024 (discussed below). During the comparative periods, the Company recognized $0.2 million of other income related to the flow-through share premium recorded on the financing completed in December 2022.

Interest income

During first quarter of 2025, interest income increased to $0.9 million, compared to $0.3 during the first quarter of 2024. The increase was primarily attributable to interest income earned from cash deposits and short-term investments made from the proceeds of the private placement and the bought deal financing completed in February 2025.

Finance costs and other

Finance costs and other were mainly related to the equity loss of an associated and accretion of reclamation liabilities that amounted to $0.1 million for the three months ended March 31, 2025, compared to $0.1 million in the comparative period of 2024. During the first quarter of 2025, capitalized interest related to the secured note liabilities amounted to $8.7 million, compared to $7.7 million in the comparative period of 2024.

Income tax expense

During the three months ended March 31, 2025, the Company recognized income tax expense of $4.3 million, primarily due to the deferred tax liability arising from the gain recognized on the remeasurement of the fair value of the secured note liabilities and renouncement of expenditures related to the flow-through shares issued which are capitalized for accounting purposes, partially offset by income tax recovery arising from the losses in the period. The income tax impact of $1.9 million, recorded through other comprehensive income (loss), was related to the portion of the revaluation of the secured note liabilities that was recorded through other comprehensive income (loss) during the current period.

During the three months ended March 31, 2024, the Company recognized income tax expense of $5.8 million, primarily due to the deferred tax liability arising from the gain recognized on the remeasurement of the fair value of the secured note liabilities and renouncement of expenditures related to the December 2023 flow-through shares issued which are capitalized for accounting purposes, partially offset by income tax recovery arising from the losses in the period. The income tax impact of $5.8 million, recorded through other comprehensive income (loss), was related to the portion of the revaluation of the secured note liabilities that was recorded through other comprehensive income (loss) during the current period.

QUARTERLY INFORMATION

Selected financial information for the last eight quarters ending March 31, 2025 is as follows:

Change in the fair value of the secured note liabilities is summarized in the following table: