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<SEC-DOCUMENT>0000950120-04-000408.txt : 20040607
<SEC-HEADER>0000950120-04-000408.hdr.sgml : 20040607
<ACCEPTANCE-DATETIME>20040607123934
ACCESSION NUMBER:		0000950120-04-000408
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20040603
FILED AS OF DATE:		20040607

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SEABRIDGE GOLD INC
		CENTRAL INDEX KEY:			0001231346
		STANDARD INDUSTRIAL CLASSIFICATION:	GOLD & SILVER ORES [1040]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			A6
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-32135
		FILM NUMBER:		04851399

	MAIL ADDRESS:	
		STREET 1:		172 KING ST E
		STREET 2:		3RD FL
		CITY:			TORONTO CANADA
		STATE:			A6
		ZIP:			999999999
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>d599121.txt
<DESCRIPTION>FORM 6-K
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 6-K

                        REPORT OF FOREIGN PRIVATE ISSUER

                      PURSUANT TO RULE 13a-16 OR 15d-16 OF
                       THE SECURITIES EXCHANGE ACT OF 1934

FOR THE MONTH OF JUNE, 2004

COMMISSION FILE NUMBER 0-50657

                               SEABRIDGE GOLD INC.
             (Exact name of Registrant as specified in its Charter)

        172 KING STREET EAST, 3RD FLOOR, TORONTO, ONTARIO, CANADA M5A 1J3
                    (Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.

          Form 20-F |X|                              Form 40-F |_|

Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): |_|

NOTE: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a
Form 6-K if submitted solely to provide an attached annual report to security
holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): |_|

NOTE: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a
Form 6-K if submitted to furnish a report or other document that the registrant
foreign private issuer must furnish and make public under the laws of the
jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

             Yes |_|                                    No |X|

If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): ____________


<PAGE>


- --------------------------------------------------------------------------------

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                         Seabridge Gold Inc.
                                         (Registrant)

Date: June 3, 2004

                                         By:    /s/ Rudi Fronk
                                             ----------------------------
                                             Name:  Rudi Fronk
                                             Title: President and C.E.O

- --------------------------------------------------------------------------------

                                    EXHIBITS

Exhibit 99.1   Press Release issued May 28, 2004 in which the Registrant
               announced its unaudited interim financial results for the first
               quarter and three months ended March 31, 2004.

Exhibit 99.2   The First Quarter Report of the Registrant, including unaudited
               interim consolidated financial statements and Management's
               Discussion and Analysis for three months ended March 31, 2004.

Exhibit 99.3   Certificate of the chief executive officer of the Registrant
               dated May 25, 2004 on Form 52-109FT2.

Exhibit 99.4   Certificate of the chief financial officer of the Registrant
               dated May 25, 2004 on Form 52-109FT2.


                                       2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>newsrelease.txt
<DESCRIPTION>EX. 99.1 - PRESS RELEASE
<TEXT>
                               SEABRIDGE GOLD INC.

                                  NEWS RELEASE
TRADING SYMBOLS: TSX-V: SEA                           FOR IMMEDIATE RELEASE
                 AMEX: SA                                      MAY 28, 2004

            SEABRIDGE GOLD REPORTS ON 1ST QUARTER FINANCIAL RESULTS

Toronto (Canada) Highlights from the report for the quarter ended March 31, 2004
were as follows:

o Permits received for Courageous Lake drill program
o Stonewall project optioned to Hecla Mining
o $5.4 million raised in private placement equity financing

For the full quarterly report with financial statements please visit:
http://www.seabridgegold.net/images2/2004-Q1.pdf

FINANCIAL RESULTS

For the three month period ended March 31, 2004, Seabridge reported net income
of $109,000 ($0.00 per share) compared to a $239,000 loss ($0.01 per share) for
the same period last year. During the quarter ended March 31, 2004, the Company
invested $622,000 in mineral projects compared to $366,000 for the same period
last year. At March 31, 2004 net working capital was $1,233,000 compared to
$1,886,000 at December 31, 2003. Subsequent to March 31, 2004 the Company
completed a private placement for gross proceeds of $5,400,000 consisting of 1.2
million shares at $4.50 per share.

PROJECTS

Seabridge has now received regulatory approval to proceed with its planned drill
program at its 100% owned Courageous Lake project in the Northwest Territories.
Supplies and equipment for the program are now onsite, having been moved along
the winter road from Yellowknife, which crosses the Courageous Lake property.
The 2004 10,000 metre program will focus on the following target zones
identified in Seabridge's 2003 regional exploration program:

     (1)  Salmita Target Zone, representing the consolidation of the Salmita
          Northeast, T-Vein, Olsen and Marsh Pond targets. Of 26 historic
          diamond drill holes from the Salmita Target zone re-assayed by
          Seabridge in 2003, 18 produced results consistent with the FAT deposit
          1.5 kilometres to the north. Prospective greenstone stratigraphy in
          the Salmita Target Zone is about 750 metres thick and extends for
          about 3,500 metres in length.

     (2)  Tundra Target Zone, representing the consolidation of the Boundary,
          Fault Zone, Tundra, Tundra South and Walsh Lake targets. All 12
          historic diamond drill holes from the Tundra Target Zone re-assayed by
          Seabridge in 2003 produced results consistent with the FAT deposit

            ---------------------------------------------------------
            172 King Street East, 3rd Floor; Toronto, Ontario M5A 1J3
               Telephone: (416) 367-9292 Facsimile: (416) 367-2711


<PAGE>
                                       -2-


          seven kilometres to the north. Prospective greenstone stratigraphy in
          the Tundra Target Zone is about 500 metres thick and extends for about
          3,000 metres in length.

     (3)  South Strike Extension of FAT deposit, an area with minimal drill
          testing that suggests the southern limits of the FAT deposit have not
          been defined. Historic drilling in the area demonstrated that
          gold-bearing zones similar to the FAT deposit (and potentially the
          strike extension of that deposit), exist up to 1,500 metres south of
          the defined resource. The prospective stratigraphy is about 300 metres
          thick.

Seabridge's 75% owned subsidiary, Pacific Intermountain Gold ("PIGCO"), has
granted Hecla Mining Company an option to earn a 100% working interest in the
Stonewall project located in Nye County, Nevada. Stonewall is one of more than
30 early-stage Nevada exploration projects held by PIGCO. Hecla can earn their
interest by expending US$750,000 in exploration over a three year period and
paying PIGCO US$250,000 in advance royalty payments. Upon completion of the
earn-in, PIGCO will retain a sliding-scale net smelter royalty interest in the
property ranging from 2% to 8% based on the price of gold. Hecla will have the
right to buy out half of the royalty at any time for US$1.5 million.

                             -----------------------

Seabridge has been designed to provide its shareholders maximum leverage to the
price of gold. The Company has acquired a 100% interest in eight North American
gold projects which collectively contain an estimated 8.74 million ounces of
resources in the measured and indicated categories (250.1 million tonnes grading
1.09 grams of gold per tonne) plus an additional estimated 6.83 million ounces
of resources in the inferred category (201.0 million tonnes grading 1.06 grams
of gold per tonne). (See http://www.seabridgegold.net/gold_resources.htm for a
breakdown of these gold resources by project). The Company continues to seek
expansion of its gold resource base by acquisition of new projects and
exploration programs largely funded by partners.

ALL RESOURCE ESTIMATES REPORTED IN THIS DISCLOSURE ARE CALCULATED IN ACCORDANCE
WITH THE CANADIAN NATIONAL INSTRUMENT 43-101 AND THE CANADIAN INSTITUTE OF
MINING AND METALLURGY CLASSIFICATION SYSTEM. THESE STANDARDS DIFFER
SIGNIFICANTLY FROM THE REQUIREMENTS OF THE U.S. SECURITIES AND EXCHANGE
COMMISSION.

STATEMENTS RELATING TO THE ESTIMATED OR EXPECTED FUTURE PRODUCTION AND OPERATING
RESULTS AND COSTS AND FINANCIAL CONDITION OF SEABRIDGE, PLANNED WORK AT THE
COMPANY'S PROJECTS AND THE EXPECTED RESULTS OF SUCH WORK ARE FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF THE UNITED STATES PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT ARE NOT
HISTORICAL FACTS AND ARE GENERALLY, BUT NOT ALWAYS, IDENTIFIED BY WORDS SUCH AS
THE FOLLOWING: EXPECTS, PLANS, ANTICIPATES, BELIEVES, INTENDS, ESTIMATES,
PROJECTS, ASSUMES, POTENTIAL AND SIMILAR EXPRESSIONS. FORWARD-LOOKING STATEMENTS
ALSO INCLUDE REFERENCE TO EVENTS OR CONDITIONS THAT WILL, WOULD, MAY, COULD OR
SHOULD OCCUR. INFORMATION CONCERNING EXPLORATION RESULTS AND MINERAL RESERVE AND
RESOURCE ESTIMATES MAY ALSO BE DEEMED TO BE FORWARD-LOOKING STATEMENTS, AS IT
CONSTITUTES A PREDICTION OF WHAT MIGHT BE FOUND TO BE PRESENT WHEN AND IF A
PROJECT IS ACTUALLY DEVELOPED. THESE FORWARD-LOOKING STATEMENTS ARE NECESSARILY
BASED UPON A NUMBER OF ESTIMATES AND ASSUMPTIONS THAT, WHILE CONSIDERED
REASONABLE AT THE TIME THEY ARE MADE, ARE INHERENTLY SUBJECT TO A VARIETY OF
RISKS AND UNCERTAINTIES WHICH COULD CAUSE ACTUAL EVENTS OR RESULTS TO DIFFER
MATERIALLY FROM THOSE REFLECTED IN THE FORWARD-LOOKING STATEMENTS, INCLUDING,
WITHOUT LIMITATION: UNCERTAINTIES RELATED TO RAISING SUFFICIENT FINANCING TO
FUND THE PLANNED WORK IN A TIMELY MANNER AND ON ACCEPTABLE TERMS; CHANGES IN
PLANNED WORK RESULTING FROM LOGISTICAL, TECHNICAL OR OTHER FACTORS; THE
POSSIBILITY THAT RESULTS OF WORK WILL NOT FULFILL PROJECTIONS/EXPECTATIONS AND
REALIZE THE PERCEIVED POTENTIAL OF THE COMPANY'S PROJECTS; UNCERTAINTIES
INVOLVED IN THE INTERPRETATION OF DRILLING RESULTS AND OTHER TESTS AND THE
ESTIMATION OF GOLD RESERVES AND RESOURCES; RISK OF ACCIDENTS, EQUIPMENT
BREAKDOWNS AND LABOUR DISPUTES OR OTHER UNANTICIPATED DIFFICULTIES OR


<PAGE>
                                      - 3 -


INTERRUPTIONS; THE POSSIBILITY OF ENVIRONMENTAL ISSUES AT THE COMPANY'S
PROJECTS; THE POSSIBILITY OF COST OVERRUNS OR UNANTICIPATED EXPENSES IN WORK
PROGRAMS; THE NEED TO OBTAIN PERMITS AND COMPLY WITH ENVIRONMENTAL LAWS AND
REGULATIONS AND OTHER GOVERNMENT REQUIREMENTS; FLUCTUATIONS IN THE PRICE OF GOLD
AND OTHER RISKS AND UNCERTAINTIES, INCLUDING THOSE DESCRIBED IN THE COMPANY'S
ANNUAL INFORMATION FORM FILED WITH SEDAR IN CANADA (AVAILABLE AT WWW.SEDAR.COM)
FOR THE YEAR ENDED DECEMBER 31, 2002 AND IN THE COMPANY'S 20-F FILED WITH THE
U.S. SECURITIES AND EXCHANGE COMMISSION (AVAILABLE AT WWW.SEC.GOV/EDGAR.SHTML).

FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS, ESTIMATES AND OPINIONS OF
THE COMPANY'S MANAGEMENT OR ITS INDEPENDENT PROFESSIONAL CONSULTANTS ON THE DATE
THE STATEMENTS ARE MADE. SEABRIDGE UNDERTAKES NO OBLIGATION TO UPDATE THESE
FORWARD-LOOKING STATEMENTS IF SUCH BELIEFS, ESTIMATES OR OPINIONS OR OTHER
FACTORS SHOULD CHANGE.

                                         ON BEHALF OF THE BOARD
                                         "Rudi Fronk,"
                                         President & C.E.O.
For further information please contact:
Rudi P. Fronk, President and C.E.O.
Tel: (416) 367-9292   o  Fax: (416) 367-2711
Visit our website at www.seabridgegold.net  Email: info@seabridgegold.net

     The TSX-V Exchange has not reviewed and does not accept responsibility
                 for the adequacy or accuracy of this release.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>ex99-2.txt
<DESCRIPTION>EX. 99.2 - FIRST QUARTER REPORT
<TEXT>
                               SEABRIDGE GOLD INC.

                             REPORT TO SHAREHOLDERS
                          QUARTER ENDED MARCH 31, 2004

2004 HIGHLIGHTS

o Permits received for Courageous Lake drill program
o Stonewall project optioned to Hecla Mining
o $5.4 million raised in private placement equity financing

THE GOLD MARKET

From a March high of about $425, the gold price has fallen 12% to around $375 as
this report is written. Many market commentators have concluded that the gold
bull market is over. The generally accepted rationale is that the U.S. Federal
Reserve has signaled that it will soon raise short-term interest rates, higher
interest rates will be good for the U.S. dollar and bad for gold.

There are a number of reasons why we believe the market commentators are wrong
about gold, the most important being historical facts. The last gold bull market
occurred in the 1970s when the price rose from $35 to $852 per ounce. During
this period, the Federal Reserve persistently raised interest rates but the U.S.
dollar weakened at the quickest pace in its history. The problem was that the
Federal Reserve consistently trailed the market, raising interest rates less
than the rate of inflation. Investors in U.S. dollar denominated debt
instruments therefore received negative real returns and deserted U.S.
securities in favour of gold. In our view, it is most unlikely that the Federal
Reserve will now do what it failed to do in the 1970s. The U.S. economy has
never been more dependent upon cheap credit. Consumer, corporate and government
debt have increased enormously in the past four years while the household
savings rate has vanished and household income growth has flattened. The U.S.
economy cannot afford increased carrying costs on its debt without the threat of
a debt deflation and deflation is the one thing that the Federal Reserve fears
most and will not allow.

Why has the gold price weakened? A key factor which probably explains the
rapidity of the price decline is the unwinding of leveraged speculation. From a
technical prospective, the price decline appears to be nothing more than a
typical correction in a bull market; the upward trend remains intact. Over the
past several years, the Federal Reserve has clearly stated that it will not
allow deflation and that it will keep interest rates abnormally low to encourage
inflation. Earlier this year, the Federal Reserve promised that it would be
"patient" with respect to rate increases. Large speculators (including many
hedge funds) therefore proceeded to borrow at low short-term rates and purchase
longer dated treasury bonds, emerging market debt, commodities and gold as a
hedge against a declining dollar. Two events then occurred to cause the rapid
unwinding of this "reflation" trade. The Chinese government stated that it was
concerned that its economy was overheating and that it would take steps to slow
down growth. This hit commodity prices because China is the world's largest
customer for most commodities. Further, the U.S. Federal Reserve removed the
word "patient" from its March statement, effectively signaling that higher
short-term rates might come sooner than expected. Facing a margin squeeze,
speculators sold aggressively to unwind their hedges. Gold declined along with
bonds, emerging market debt and commodities. Recent figures show a significant
decline in open interest for gold, commodities and the U.S. dollar. We believe
the worst is over and gold will now resume its upward trend helped by the
fundamentals of a U.S. trade deficit which continues to worsen, and higher
inflation.

Gold is not a hedge against geopolitical risk, war or rising oil prices. It is a
currency which competes with other currencies. All of the world's other
currencies are simply created by central banks and are therefore dependent upon
the promises of governments and public confidence. The critical question in
assessing the future performance of the gold price is whether confidence in fiat
currencies is strengthening or weakening. In our view, there is nothing to
suggest that these fiat currencies are likely to strengthen against gold.


<PAGE>


PROJECTS

Seabridge has now received regulatory approval to proceed with its planned drill
program at its 100% owned Courageous Lake project in the Northwest Territories.
Supplies and equipment for the program are now onsite, having been moved along
the winter road from Yellowknife, which crosses the Courageous Lake property.
The 2004 10,000 metre program will focus on the following target zones
identified in Seabridge's 2003 regional exploration program:

     (1)  Salmita Target Zone, representing the consolidation of the Salmita
          Northeast, T-Vein, Olsen and Marsh Pond targets. Of 26 historic
          diamond drill holes from the Salmita Target zone re-assayed by
          Seabridge in 2003, 18 produced results consistent with the FAT deposit
          1.5 kilometres to the north. Prospective greenstone stratigraphy in
          the Salmita Target Zone is about 750 metres thick and extends for
          about 3,500 metres in length.

     (2)  Tundra Target Zone, representing the consolidation of the Boundary,
          Fault Zone, Tundra, Tundra South and Walsh Lake targets. All 12
          historic diamond drill holes from the Tundra Target Zone re-assayed by
          Seabridge in 2003 produced results consistent with the FAT deposit
          seven kilometres to the north. Prospective greenstone stratigraphy in
          the Tundra Target Zone is about 500 metres thick and extends for about
          3,000 metres in length.

     (3)  South Strike Extension of FAT deposit, an area with minimal drill
          testing that suggests the southern limits of the FAT deposit have not
          been defined. Historic drilling in the area demonstrated that
          gold-bearing zones similar to the FAT deposit (and potentially the
          strike extension of that deposit), exist up to 1,500 metres south of
          the defined resource. The prospective stratigraphy is about 300 metres
          thick.

Seabridge's 75% owned subsidiary, Pacific Intermountain Gold ("PIGCO"), has
granted Hecla Mining Company an option to earn a 100% working interest in the
Stonewall project located in Nye County, Nevada. Stonewall is one of more than
30 early-stage Nevada exploration projects held by PIGCO. Hecla can earn their
interest by expending US$750,000 in exploration over a three year period and
paying PIGCO US$250,000 in advance royalty payments. Upon completion of the
earn-in, PIGCO will retain a sliding-scale net smelter royalty interest in the
property ranging from 2% to 8% based on the price of gold. Hecla will have the
right to buy out half of the royalty at any time for US$1.5 million.

FINANCIAL RESULTS

For the three month period ended March 31, 2004, Seabridge reported net income
of $109,000 ($0.00 per share) compared to a $239,000 loss ($0.01 per share) for
the same period last year. During the quarter ended March 31, 2004, the Company
invested $622,000 in mineral projects compared to $366,000 for the same period
last year. At March 31, 2004 net working capital was $1,233,000 compared to
$1,886,000 at December 31, 2003. Subsequent to March 31, 2004 the Company
completed a private placement for gross proceeds of $5,400,000 consisting of 1.2
million shares at $4.50 per share.

ON BEHALF OF THE BOARD OF DIRECTORS,

/s/ Rudi P. Fronk

Rudi P. Fronk
President and Chief Executive Officer
Toronto, Canada
May 20, 2004


<PAGE>


                              SEABRIDGE GOLD INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

THREE MONTHS ENDED MARCH 31, 2004

This Management Discussion and Analysis is dated May 19, 2004 and reflects the
three-month period ended March 31, 2004 and should be read in conjunction with
the interim consolidated financial statements and the Management Discussion and
Analysis included in the 2003 Annual Report. The Company also published an
Annual Information Form dated May 18, 2004. These documents along with others
published by the Company are available on SEDAR at www.sedar.com or from the
office of the Company.

COMPANY OVERVIEW

Seabridge Gold Inc. is a development stage company engaged in the acquisition
and exploration of gold properties located in North America. The Company is
designed to provide its shareholders with maximum leverage to a rising gold
price. Over the past four years, when the price of gold was low, Seabridge
acquired 100% interests in eight advanced-stage gold projects situated in North
America. Seabridge's principal projects include the Courageous Lake property
located in the Northwest Territories, the Grassy Mountain property located in
Oregon and the Kerr-Sulphurets and Red Mountain properties both located in
British Columbia. Seabridge's common shares trade in Canada on the TSX Venture
Exchange under the symbol "SEA" and in the United States on the American Stock
Exchange under the symbol "SA".

RESULTS OF OPERATIONS

During the three months ended March 31, 2004 the Company reported net income of
$109,000 compared to a loss of $239,000 or $0.01 per share in the same period of
2003. The net income in the current period was the result of a $581,000 income
tax recovery adjustment relating to the recognition of the Company's unrecorded
tax assets after renouncing the Canadian Exploration Expenditures to the
investors of the flow-through financings completed in 2003. Without the tax
recovery the loss for the current quarter was $472,000. Management and
consulting expenses were higher in the 2004 period due to compensation increases
related to increased corporate activity and a new policy to compensate
directors. In the current period there was also a grant of stock options valued
at $67,000 while there were no grants of options in the corresponding 2003
period. In the current period there was also a large increase in investor
communications costs which is not typical of ongoing costs as the Company
undertook extensive investor information tours to help secure additional
financing. The Company also completed the steps required to list its common
shares on the American Stock Exchange during the current quarter. Also in the
2004 quarter, a 75% owned subsidiary of the Company sold shares which it had
received on optioning out a mineral property amounting to a gain of $75,000 and
an offset of $19,000 for minority interest.

QUARTERLY INFORMATION

Selected financial information for the first quarter of 2004 and each of the
last eight quarters for fiscal years 2003 and 2002:

<TABLE>
<CAPTION>
                                                                                                     1st Quarter Ended
                                                                                                       March 31, 2004
- -----------------------------------------------------------------------------------------------------------------------
<S>                             <C>                 <C>                    <C>                          <C>
(a)  Revenue                                                                                            $        Nil
(b)  Net income for period                                                                              $    109,000
(c)  Net income per share                                                                               $       0.00
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
                               4th Quarter Ended       3rd Quarter Ended       2nd Quarter Ended     1st Quarter Ended
                               December 31, 2003       September 30, 2003        June 30, 2003         March 31, 2003
- -----------------------------------------------------------------------------------------------------------------------
<S>                              <C>                      <C>                    <C>                    <C>
(a)  Revenue                     $          Nil           $         Nil          $          Nil         $         Nil
(b)  Loss for period             $    (623,000)           $   (245,000)          $    (231,000)         $   (239,000)
(c)  Loss per share              $       (0.02)           $      (0.01)          $       (0.01)         $      (0.01)
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
                               4th Quarter Ended       3rd Quarter Ended       2nd Quarter Ended     1st Quarter Ended
                               December 31, 2002       September 30, 2002        June 30, 2002         March 31, 2002
- -----------------------------------------------------------------------------------------------------------------------
<S>                             <C>                      <C>                     <C>                    <C>
(a)  Revenue                    $           Nil          $          Nil           $         Nil         $         Nil
(b)  Loss for period            $     (538,000)          $    (671,000)           $   (267,000)         $   (154,000)
(c)  Loss per share             $        (0.02)          $       (0.04)           $      (0.01)         $      (0.03)
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

MINERAL INTEREST ACTIVITIES

For the three-month period ended March 31, 2004, the Company incurred
expenditures of $672,000 and recorded a recovery of $50,000 on shares issued as
part of a property option on mineral interests compared to $366,000 in the same
period of 2003.

Of the expense incurred in the 2004 period, $543,000 was expended at its
Courageous Lake project where work continues on an independent engineering study
being prepared by Hatch Inc. which is expected to be completed during the 3rd
quarter of 2004. $74,000 was spent at Seabridge's Grassy Mountain project where
the Company is updating geologic and resource models for the deposit. $33,000
was spent at its Red Mountain project where the Company is assessing alternative
tailings disposal designs. During the quarter, its 75% owned subsidiary, Pacific
Intermountain Gold Inc. recorded a recovery of $50,000 from the optionee issuing
shares as part of the property agreement and incurred property maintenance costs
of $21,000.

LIQUIDITY AND CAPITAL RESOURCES

Working capital at March 31, 2004, was $1,233,000 compared to $1,886,000 at
December 31, 2003. During the three-month period ended March 31, 2004, the
Company's operating activities used $394,000 compared to $203,000 in the same
period of 2003. Cash expenditures on mineral properties totalled $2,720,000
compared to $366,000 in 2003 as US$1,500,000 in payments were made to the former
owners of the Courageous Lake property, which had been accrued in 2003. The
Company also showed cash inflows from a property reclamation bond release
amounting to $225,000 and $666,000 from (2003 - $2,126,000) short-term deposits
being cashed in. During the current period, cash amounting to $103,000 was
received from the exercise of 75,000 stock options while in the same period of
2003 $2,331,000 in financing mainly from warrant exercises was received.

Subsequent to March 31, 2004, the Company completed a private placement of
1,200,000 common shares for gross proceeds of $5.4 million. No warrants were
issued as part of this financing and there were no agent's fees incurred.
Also subsequent to the end of the current period, 100,000 warrants were
exercised for cash proceeds of $250,000. There are an additional 412,500
warrants outstanding with an exercise price of $2.50 each to June 2004, or at
$3.00 each expiring June 2005 which are anticipated to be exercised based on the
current share price.

There is now sufficient cash on hand to complete expected 2004 exploration
expenditure and to cover corporate and administrative costs through 2005. It is
anticipated that additional financing may be required in 2005.

CHANGES IN ACCOUNTING POLICIES

On January 1, 2004 the Company retroactively adopted the new recommendations of
Canadian Institute of Chartered Accountants ("CICA") handbook section 3110,
Asset Retirement Obligations ("HB3110"). Under this standard, future costs of
asset retirement have been recognized and recorded as a liability at the fair
value. There was no material effect on the prior period financial statements for
the change in the method of accounting for asset retirement obligations.

Effective January 1, 2004, the Company adopted the Canadian Institute of
Chartered Accountants new Accounting Guideline 13 Hedging Relationships relating
to the circumstances in which hedge accounting is appropriate, including the
identification, documentation, designation and effectiveness of hedges, and the
discontinuance of hedge accounting. The application of this standard had no
effective on the Company's hedge accounting in 2003 or 2004.


<PAGE>


SHARES ISSUED AND OUTSTANDING

At May 19, 2004, the issued and outstanding common shares of the Company
totalled 28,959,785. In addition, there are 1,966,400 stock options granted (of
which 600,000 are unexercisable) and 412,500 warrants issued and outstanding. On
a fully diluted basis there would be 31,338,685 common shares issued and
outstanding.

RELATED PARTY TRANSACTIONS

During the three-month period ended March 31, 2004; a private company controlled
by a director of the Company was paid $4,500 for technical services provided by
his company related to the mineral properties; a private company controlled by a
second director was paid $30,000 for consulting services rendered; and directors
fees for outside directors amounted to $25,700.

Insiders of the Company purchased 350,000 of the common shares in the private
placement which closed subsequent to the end of the period. See Note 4 to the
financial statements.

OUTLOOK

During the balance of 2004, the Company will continue to make exploration
expenditures to advance its major project being Courageous Lake and to review
its other projects for possible joint venture opportunities while at the same
time ensuring that funding is available for its corporate requirements.

MANAGEMENT'S REPORT

The management of Seabridge Gold Inc. is responsible for the preparation of
the consolidated financial statements. Management maintains an internal control
system in order to provide reasonable assurance as to the reliability of
financial information and the safeguarding of assets.

The consolidated financial statements are prepared in accordance with generally
accepted accounting principles in Canada and necessarily include amounts
determined in accordance with estimates and judgments made by management.

The Board of Directors, through the Audit Committee, is responsible for ensuring
that management fulfills its responsibilities for financial reporting and
internal control. The financial statements of the Company have been approved by
the Board of Directors.

/s/ Rudi P. Fronk

Rudi P. Fronk
President & CEO
May 20, 2004


<PAGE>


SEABRIDGE GOLD INC.
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2004 AND DECEMBER 31, 2003
(unaudited, 000's of Canadian dollars)

<TABLE>
<CAPTION>
                                                       March 31,    December 31,
            ASSETS                                          2004            2003
                                                      ----------    ------------

<S>                                                    <C>          <C>
Current Assets
       Cash and cash equivalents                       $      35    $      1,552
       Cash for exploration expenditures                     924           1,527
       Short-term deposits                                   225             891
       Accounts receivable                                   130             134
       Marketable securities                                 115             115
       Prepaid expenses                                        5               5
                                                      --------------------------
                                                           1,434           4,224

Mineral Interests (Note 2)                                17,257          16,635
Investment                                                   749             749
Reclamation Deposits                                       1,000           1,225
Capital Assets                                                34              36
                                                     ---------------------------
                                                      $   20,474    $     22,869
                                                     ===========================

            LIABILITIES
Current Liabilities
       Accounts payable and accrued liabilities       $      201    $        393
       Due to vendors - Courageous Lake property             -             1,945
                                                     ---------------------------
                                                             201           2,338

Provision for Reclamation Liabilities (Note 3)             1,215           1,189
Minority Interest                                            207             189
                                                     ---------------------------
                                                           1,623           3,716
                                                     ---------------------------

            SHAREHOLDERS' EQUITY
Share Capital (Note 4)                                    34,013          34,470
Stock Options                                                656             610
Share Purchase Warrants                                      179             179
Contributed surplus                                           20              20

Deficit                                                  (16,017)        (16,126)
                                                     ---------------------------
                                                          18,851          19,153
                                                     ---------------------------
                                                      $   20,474    $     22,869
                                                     ===========================
</TABLE>

SUBSEQUENT EVENT (NOTE 4)

       On Behalf of the Board of Directors

       /s/ Rudi P. Frank                /s/ James S. Anthony
       -----------------------          --------------------------
       Rudi P. Fronk                    James S. Anthony
       Director                         Director


<PAGE>


SEABRIDGE GOLD INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(unaudited, 000's of Canadian dollars, except loss per share)

<TABLE>
<CAPTION>
                                                                      2004             2003
                                                               -----------------------------
<S>                                                            <C>              <C>
ADMINISTRATIVE AND GENERAL EXPENSES
     Management and consulting fees                             $      209      $       151
     Stock option compensation                                          67                -
     Investor communications                                           196               38
     Professional fees                                                  32               24
     Office and general                                                 35               44
     Accretion of retirement obligations (Note 3)                       26                -
     Amortization                                                        1                1
                                                               -----------------------------
                                                                       566              258
                                                               -----------------------------
     Interest income                                                   (15)             (32)
     Gain on sale of marketable securities                             (75)               -
     Foreign exchange gains                                            (23)               3
     Interest expense  - debentures                                      -               10
     Minority interest                                                  19                -
                                                               -----------------------------
NET LOSS BEFORE INCOME TAXES                                          (472)            (239)
Income tax recoveries (Note 4)                                         581                -
                                                               -----------------------------
NET INCOME (LOSS) FOR THE PERIOD                                       109             (239)
DEFICIT, BEGINNING OF PERIOD                                       (16,126)         (14,787)
                                                               -----------------------------
DEFICIT, END OF PERIOD                                          $  (16,017)     $   (15,026)
                                                               =============================

BASIC AND DILUTED NET INCOME (LOSS) PER SHARE                   $     0.00      $     (0.01)
                                                               =============================
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING                   27,653,118       24,284,913
                                                               =============================
</TABLE>

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(unaudited, 000's of Canadian dollars)

<TABLE>
<CAPTION>
                                                                      2004           2003
                                                                ----------------------------
<S>                                                            <C>              <C>
CASH PROVIDED FROM (USED FOR) OPERATIONS
     Net income (loss) for the period                          $       109      $    (239)
     Items not involving cash
       Interest expense - debentures                                   -               10
       Stock option compensation                                        67            -
       Amortization                                                      1              1
      Accretion of retirement obligations (Note 3)                      26            -
      Minority interest                                                 19            -
      Income tax recoveries (Note 4)                                  (581)           -
     Changes in non-cash working capital items
      (Increase) Decrease in accounts receivable                       (11)            37
      Increase (Decrease) in accounts payable                          (24)           (12)
                                                                ----------------------------
                                                                      (394)          (203)
                                                                ----------------------------
INVESTING ACTIVITIES
       Mineral properties                                            (2,720)           (366)
       Recovery of deferred exploration expenditures                    -               152
       Recovery of Reclamation deposit                                  225             -
       Investment                                                       -              (749)
       Short-term deposits                                              666           2,126
                                                                ----------------------------
                                                                     (1,829)          1,163
                                                                ----------------------------
FINANCING ACTIVITIES
       Issue of share capital                                           103           2,331
                                                                ----------------------------
NET CASH PROVIDED (USED)                                             (2,120)          3,291
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                        3,079             880
                                                                ----------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                         $      959     $     4,171
                                                                ============================

CASH AND CASH EQUIVALENTS, END OF PERIOD
        Cash and cash equivalents                                $       35     $     4,171
        Cash for exploration expenditures                               924             -
                                                                ----------------------------
                                                                 $      959     $     4,171
                                                                ============================
</TABLE>


<PAGE>


NOTES TO THE FINANCIAL STATEMENTS
March 31, 2004
(unaudited, in Canadian dollars, except where noted)

1.   BASIS OF PRESENTATION

     These interim consolidated financial statements of the Company do not
     include all the disclosures as required under Canadian generally accepted
     accounting principles, however, the interim consolidated financial
     statements follow the same accounting policies and methods of application
     as the most recent annual financial statements, except for the change, as
     described in Note 3. The interim consolidated financial statements should
     be read in conjunction with Seabridge's annual consolidated financial
     statements included in its 2003 Annual Report.

2.   MINERAL INTERESTS

     Expenditures on projects during the three-month period ended March 31, 2004
     were as follows (in thousands):

<TABLE>
<CAPTION>
                                          Balance,                                Balance,
                                        December 31,         Current Net          March 31,
                                            2003             Expenditures           2004
                                      ---------------      ---------------     --------------
     <S>                               <C>                  <C>                 <C>
     Courageous Lake                   $     9,861          $       543         $    10,404
     Castle Black Rock                         278                    1                 279
     Grassy Mountain                         2,752                   74               2,826
     Hog Ranch                               1,052                    -               1,052
     Kerr-Sulphurets                           524                    -                 524
     Quartz Mountain                           443                    -                 443
     Red Mountain                              427                   33                 460
     Pacific Intermountain Gold (1)          1,187                 (29)               1,158
     Other Nevada projects                     111                    -                 111
                                     ----------------      ---------------     --------------
                                       $    16,635          $       622         $    17,257
                                     ----------------      ---------------     --------------

<FN>
     1.   During the period, the Company received 100,000 shares from the
          property optionee valued at $50,000.
</FN>
</TABLE>

3.   CHANGES IN ACCOUNTING POLICIES

     On January 1, 2004 the Company retroactively adopted the new
     recommendations of Canadian Institute of Chartered Accountants ("CICA")
     handbook section 3110, Asset Retirement Obligations ("HB3110"). Under this
     standard future costs of asset retirement have been recognized and recorded
     as a liability at fair value. The fair value of the asset retirement
     obligations was calculated using the total undiscounted cash flows required
     to settle estimated obligations of $1,189,289, expected timing of cash flow
     payments required to settle the obligations, credit-adjusted risk-free
     discount rate of 8.76% and an inflation rate of 2.0%. There was no material
     effect on the prior period financial statements for the change in the
     method of accounting for asset retirement obligations.
     The continuity of the reclamation liability for the three-month period
     ended March 31, 2004 was as follows:

<TABLE>
     --------------------------------------------------------------
     <S>                                                <C>
     Balance, December 31, 2003                         $1,189,289
     Accretion expense                                      26,040
     --------------------------------------------------------------
     Balance, March 31, 2004                            $1,215,329
     --------------------------------------------------------------
</TABLE>

     Effective January 1, 2004, the Company adopted the Canadian Institute of
     Chartered Accountants new Accounting Guideline 13 Hedging Relationships
     relating to the circumstances in which hedge accounting is appropriate,
     including the identification, documentation, designation and effectiveness
     of hedges, and the discontinuance of hedge accounting. The application of
     this standard had no effective on the Company's hedge accounting in 2003 or
     2004.


<PAGE>


4.   SHARE CAPITAL

     During the period, the following common shares were issued:

<TABLE>
<CAPTION>
                                                                 SHARES              AMOUNT
                                                         ---------------    ----------------
        <S>                                                  <C>             <C>
        Balance, December 31, 2003                           27,584,785      $   34,470,262
        For cash, exercise of stock options                      75,000             102,500
        Value of stock options exercised                              -              20,750
        Renunciation of flow-through share value (1)                  -           (580,800)
                                                         ---------------    ----------------
        Balance, March 31, 2004                              27,659,785      $   34,012,712
                                                         ---------------    ----------------

<FN>
     1.   In February 2004, the Company renounced $1,608,000 in Canadian
          Exploration Expenditures to investors of flow-through shares in 2003.
          The tax value of this renunciation has been recorded as a liability
          and charged against share capital. Since the Company has unrecorded
          future income tax assets, the liability has been reduced and an income
          tax recovery has been recognized in the statement of operations.

     2.   Subsequent to the end of the period, the Company completed a private
          placement of 1,200,000 common shares at $4.50 each for proceeds of
          $5.4 million.
</FN>
</TABLE>

5.   RELATED PARTY TRANSACTIONS

     During the three-month period ended March 31, 2004; a private company
     controlled by a director of the Company was paid $4,500 for technical
     services provided by his company related to the mineral properties; a
     private company controlled by a second director was paid $30,000 for
     consulting services rendered.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>ex99-3.txt
<DESCRIPTION>EX. 99.3 - CERTIFICATE OF CEO
<TEXT>
   FORM 52-109FT2 - CERTIFICATION OF INTERIM FILINGS DURING TRANSITION PERIOD


I, RUDI FRONK, PRESIDENT AND CEO OF SEABRIDGE GOLD INC., certify that:

     1.   I have reviewed the interim filings (as this term is defined in
     Multilateral Instrument 52-109 Certification of Disclosure in Issuers'
     Annual and Interim Filings) of Seabridge Gold Inc., (the issuer) for the
     interim period ending March 31, 2004;

     2.   Based on my knowledge, the interim filings do not contain any untrue
     statement of a material fact or omit to state a material fact required to
     be stated or that is necessary to make a statement not misleading in light
     of the circumstances under which it was made, with respect to the period
     covered by the interim filings; and;

     3.   Based on my knowledge, the interim financial statements together with
     the other financial information included in the interim filings fairly
     present in all material respects the financial condition, results of
     operations and cash flows of the issuer, as of the date and for the periods
     presented in the interim filings.


Date:   May 25, 2004
      ----------------------------------


(signed) "Rudi Fronk"
- ----------------------------------------
Rudi Fronk
President and CEO of Seabridge Gold Inc.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>ex99-4.txt
<DESCRIPTION>EX. 99.4 - CERTIFICATE OF CFO
<TEXT>
   FORM 52-109FT2 - CERTIFICATION OF INTERIM FILINGS DURING TRANSITION PERIOD


I, RODERICK CHISHOLM, CORPORATE SECRETARY, AND ACTING AS THE CHIEF FINANCIAL
OFFICER, certify that:

     1.   I have reviewed the interim filings (as this term is defined in
     Multilateral Instrument 52-109 Certification of Disclosure in Issuers'
     Annual and Interim Filings) of Seabridge Gold Inc., (the issuer) for the
     interim period ending March 31, 2004;

     2.   Based on my knowledge, the interim filings do not contain any untrue
     statement of a material fact or omit to state a material fact required to
     be stated or that is necessary to make a statement not misleading in light
     of the circumstances under which it was made, with respect to the period
     covered by the interim filings; and;

     3.   Based on my knowledge, the interim financial statements together with
     the other financial information included in the interim filings fairly
     present in all material respects the financial condition, results of
     operations and cash flows of the issuer, as of the date and for the periods
     presented in the interim filings.


Date:   May 25, 2004
      ----------------------------------


(signed) "Roderick Chisholm"
- ----------------------------------------
Roderick Chisholm
Corporate Secretary, acting as Chief Financial Officer of Seabridge Gold Inc.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
