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<SEC-DOCUMENT>0000950120-04-000759.txt : 20041117
<SEC-HEADER>0000950120-04-000759.hdr.sgml : 20041117
<ACCEPTANCE-DATETIME>20041117155723
ACCESSION NUMBER:		0000950120-04-000759
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20041117
FILED AS OF DATE:		20041117
DATE AS OF CHANGE:		20041117

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:		041152266

	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>d629195.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 NOVEMBER, 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: November 17, 2004

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

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

                                    EXHIBITS

Exhibit 99.1   Press Release issued November 12, 2004 in which the Registrant
               announced its unaudited interim financial results for the third
               quarter ended September 30, 2004.

Exhibit 99.2   The Third Quarter Report of the Registrant, including unaudited
               interim consolidated financial statements and Management's
               Discussion and Analysis for three months and nine months ended
               September 30, 2004.

Exhibit 99.3   Certificate of the chief executive officer of the Registrant
               dated November 9, 2004 on Form 52-109FT2.

Exhibit 99.4   Certificate of the chief financial officer of the Registrant
               dated November 9, 2004 on Form 52-109FT2.


                                       2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>ex99-1.txt
<DESCRIPTION>EX. 99.1 - PRESS RELEASE
<TEXT>
                                                                    EXHIBIT 99.1

                               SEABRIDGE GOLD INC.

                                  NEWS RELEASE

TRADING SYMBOLS: TSX-V: SEA                                FOR IMMEDIATE RELEASE
                 AMEX:  SA                                     NOVEMBER 12, 2004

             SEABRIDGE GOLD REPORTS ON 3RD QUARTER FINANCIAL RESULTS

Toronto (Canada) - Highlights from the report for the quarter ended September
30, 2004 were as follows:

o  Drilling continues to improve Courageous Lake deposit
o  $2.3 million flow-through financing completed
o  Ownership in Pacific Intermountain Gold increased to 100%
o  South Gilbert exploration project optioned to Platte River Gold
o  Hecla commences drill program at Stonewall

For the full quarterly report with financial statements please visit:
http://www.seabridgegold.net/images2/2004-Q3.pdf

PROJECTS

Positive assay results from 17 of 19 new diamond drill holes recently completed
at Seabridge Gold's 100% owned Courageous Lake property in the Northwest
Territories of Canada have confirmed that (1) the FAT deposit continues for at
least an additional 300 meters to the south of the existing deposit and
(2) there is significant potential within the existing deposit to convert
non-interpolated zones into additional gold resources. Seabridge has
commissioned Resource Modeling Inc. to update the resource model by
incorporating the new drill results and restating gold resources under National
Instrument 43-101 guidelines. The new resource model will then be used by Hatch
to complete their Technical Assessment of the FAT deposit.

FINANCIAL RESULTS

During the three month period ended September 30, 2004, Seabridge posted a loss
of $418,000 ($0.01 per share) compared to a $245,000 loss ($0.01 per share) for
the same period last year. Also, during the quarter ended September 30, 2004,
the Company closed a flow-through financing of $2.3 million consisting of
505,000 shares sold at $4.50 each to be spent at the Courageous Lake project and
invested cash of $2,158,000 in mineral project exploration and development
compared to $1,181,000 for the same period last year. At September 30, 2004 net
working capital was $5,176,000 compared to $1,886,000 at December 31, 2003.

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

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

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

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


<PAGE>


                                      -2-


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
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, 2003 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.


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 - THIRD QUARTER REPORT
<TEXT>
                                                                    EXHIBIT 99.2

                              SEABRIDGE GOLD INC.

                             REPORT TO SHAREHOLDERS
                        QUARTER ENDED SEPTEMBER 30, 2004

3RD QUARTER HIGHLIGHTS

o  Drilling continues to improve Courageous Lake deposit
o  $2.3 million flow-through financing completed
o  Ownership in Pacific Intermountain Gold increased to 100%
o  South Gilbert exploration project optioned to Platte River Gold
o  Hecla commences drill program at Stonewall

PROJECTS

Positive assay results from 17 of 19 new diamond drill holes recently completed
at Seabridge Gold's 100% owned Courageous Lake property in the Northwest
Territories of Canada have confirmed that (1) the FAT deposit continues for at
least an additional 300 meters to the south of the existing deposit and (2)
there is significant potential within the existing deposit to convert
non-interpolated zones into additional gold resources. Seabridge has
commissioned Resource Modeling Inc. to update the resource model by
incorporating the new drill results and restating gold resources under National
Instrument 43-101 guidelines. The new resource model will then be used by Hatch
to complete their Technical Assessment of the FAT deposit.

Earlier this summer Seabridge completed an 8-hole, 3,000-meter core drilling
program at Courageous Lake designed to test for new potential bulk mineable gold
targets. Three holes from this initial program demonstrated that the FAT deposit
could continue for at least an additional 300 meters to the south of the known
deposit. In August, Seabridge commenced a second phase of drilling consisting of
an additional 19 core holes totaling approximately 7,000 metres. Sixteen of the
new holes were drilled on 50-meter centers and across strike to quantify new
gold resources within this 300-meter zone. Fifteen of these holes intersected
gold grades and thicknesses similar to the existing FAT deposit.

Three of the 19 core holes drilled by Seabridge during the second phase were
designed to test specific non-interpolated zones within the existing FAT
deposit. These zones were in areas that had no historic drill intercepts, and
accordingly, were modeled as waste. Two of the three holes drilled intersected
gold mineralization over significant widths.

For detailed results from the recent drilling please see
http://www.seabridgegold.net/press_releases/pr_105.pdf.

During the quarter, Seabridge increased its ownership in Pacific Intermountain
Gold Corp. ("Pigco") to 100% by acquiring the outstanding 25% equity interest
for forgiveness of inter-company debt and granting the previous owner a 10%
participation in any proceeds generated by projects currently owned by Pigco.

Pigco has granted Platte River Gold (US) Inc., a privately held company, an
option to earn a 50% working interest in the South Gilbert project located in
Esmeralda County, Nevada. South Gilbert is one of more than 30 early-stage
Nevada exploration projects held by Pigco. Platte River can earn their initial
interest by expending US$1,000,000 in exploration over a four-year period and
issuing Pigco 250,000 of its common shares. Upon completion of the initial
earn-in, Platte River will have the option to increase its interest in the
project to 65% by funding 100% of the costs to complete a bankable feasibility
study.


<PAGE>


Hecla Mining Company has commenced an 18-hole, 4,000-meter reverse circulation
drill program at Pigco's Stonewall project located in Nye County, Nevada. Hecla
can earn a 100% interest in the Stonewall project 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.

THE GOLD MARKET

As we write this, gold is poised at US$435 per ounce, a 16 year high and just
above the triple top in the $428-432 formed over the past 2 years. The trend
appears to be higher as pressure continues to build on the U.S. dollar.

In 1988-89, the U.S. dollar index fell 45%, quickly erasing a trade deficit
which had reached 3.7% of GDP. Since 2002, the U.S. dollar index has declined
more than 30% but the U.S. trade deficit has risen from 4.7% to 5.7% of GDP
during the same time. U.S. goods imports are now running 85% above goods exports
and the modest positive balance in services is rapidly approaching zero. Foreign
investment flows into the U.S. were running at 150% of the trade deficit at the
beginning of this year, providing more than enough inflow to stabilize the
dollar and keep interest rates at generational lows. But foreign capital flows
have declined for seven successive months and now account for just enough to
balance the trade deficit. The dollar appears to be increasingly precarious and
the re-election of President Bush further unnerves currency markets given his
policy of tax reductions and expenditure increases which have opened up a
historically large budget deficit. Many analysts now believe that a currency
crisis is looming.

How the financial system copes with an over-owned and over-valued dollar will
decide the gold price. Will foreign central banks continue to prop up the dollar
which requires that they print excessive amounts of their own currencies to buy
dollars? The longer the artificial support of the dollar continues, the greater
the global trade imbalances grow and the more onerous the reconciliation. Or
will foreign central banks withdraw support, forcing the Federal Reserve and the
U.S. bond market to increase interest rates significantly? What seems clear is
that the imbalances in the current financial system must soon be resolved and
uncertainty over the consequences is being helpful to gold.

FINANCIAL RESULTS

During the three month period ended September 30, 2004, Seabridge posted a loss
of $418,000 ($0.01 per share) compared to a $245,000 loss ($0.01 per share) for
the same period last year. Also, during the quarter ended September 30, 2004,
the Company closed a flow-through financing of $2.3 million consisting of
505,000 shares sold at $4.50 each to be spent at the Courageous Lake project and
invested cash of $2,158,000 in mineral project exploration and development
compared to $1,181,000 for the same period last year. At September 30, 2004 net
working capital was $5,176,000 compared to $1,886,000 at December 31, 2003.

ON BEHALF OF THE BOARD OF DIRECTORS,

/s/ Rudi P. Fronk

Rudi P. Fronk
President and Chief Executive Officer
Toronto, Canada
November 9, 2004


<PAGE>


MANAGEMENT'S DISCUSSION AND ANALYSIS
THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2004

This Management Discussion and Analysis is dated November 9, 2004 and reflects
the three-month and nine-month periods ended September 30, 2004 and should be
read in conjunction with the 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 and a 20-F
Report dated June 25, 2004 filed with the U.S. Securities and Exchange
Commission. These documents along with others published by the Company are
available on SEDAR at www.sedar.com, on EDGAR at www.sec.gov/edgar.shtml 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 September 30, 2004, the Company incurred a loss of
$418,000 or $0.01 per share compared to $245,000 or $0.01 per share in the same
period of 2003. Management and consulting expenses were higher in the 2004
period due to increased corporate activity and a new policy to compensate
directors which commenced in late 2003. In the current period there was a large
increase in office, insurance and general expenses particularly for a new
directors and officers insurance policy which cost $75,000 and was expensed in
the third quarter of 2004. Professional fees were higher in 2004 due to
additional services performed by the Company's auditors.

For the nine months ended September 30, 2004, the Company incurred a loss of
$826,000 or $0.03 per share compared to $715,000 or $0.03 per share for the
nine-month period in 2003. The loss in the current period was reduced by a
$581,000 income tax recovery adjustment relating to the recognition of the
Company's 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 nine-month period was $1,407,000. Management and
consulting expenses were higher in the 2004 period due to increased corporate
activity and a new policy to compensate directors. In the current year there
were also stock options grants valued at $103,000 compared to $60,000 in the
corresponding 2003 period. In the current year there was also a large increase
in investor communications and exchange fees which is not typical of ongoing
costs as the Company undertook extensive investor information tours to help
secure additional financing and incurred high costs for listing on the American
Stock Exchange

Also in the 2004 period, a 75% owned subsidiary of the Company sold shares which
it had received on optioning out a mineral property resulting in a gain of
$75,000 offset by $19,000 representing the minority interest in the gain.

QUARTERLY INFORMATION

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

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
                                            3rd Quarter Ended    2nd Quarter Ended   1st Quarter Ended
                                            September 30, 2004     June 30, 2004       March 31, 2004
- --------------------------------------------------------------------------------------------------------
<S>                                           <C>                  <C>                  <C>
(a) Revenue                                   $       Nil          $       Nil          $        Nil
(b) Profit (loss) for period                  $  (418,000)         $  (517,000)         $    109,000
(c) Earnings (loss) per share                 $     (0.01)         $     (0.02)         $       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        $       0.03         $        0.03        $       0.01
- --------------------------------------------------------------------------------------------------------
</TABLE>


MINERAL INTEREST ACTIVITIES

For the three-month period ended September 30, 2004, the Company incurred net
expenditures of $2,207,000 on mineral interests compared to $1,176,000 in the
same period of 2003. Of the expenditures incurred in the 2004 period, $1,948,000
was expended at its Courageous Lake project where work continued on a
10,000-meter diamond drill program and on an independent engineering study being
prepared by Hatch. In addition, $81,000 was spent at the Grassy Mountain project
where the Company is updating geologic and resource models for the deposit.

For the nine-month period ended September 30, 2004, the Company incurred net
expenditures of $3,658,000 on mineral interests compared to $5,131,000 in the
same period of 2003. During the 2003 period, the company incurred $2,203,000on
the purchase of the Courageous Lake property triggered by the price of gold
reaching US$360.

LIQUIDITY AND CAPITAL RESOURCES

Working capital at September 30, 2004, was $5,176,000 compared to $1,886,000 at
December 31, 2003. The increase in working capital resulted from a private
placement financing of $5,400,000, a flow-through financing of $2,273,000 and
$665,000 from warrant and stock option exercises. During the three-month period
ended September 30, 2004, the Company's operating activities used $380,000
compared to $286,000 in the same period of 2003 and cash expenditures on mineral
properties totaled $2,158,000 compared to $1,181,000 in 2003. At September 30,
2004, excess cash and cash for exploration expenditures amounting to $4,900,000
were invested in Canadian bank guaranteed certificates.

There is now sufficient cash on hand to complete the 2004 exploration and
engineering programs at Courageous Lake and to cover corporate and
administrative costs through 2005 and 2006. It is anticipated that additional
financing may be required in 2005 should the Company elect to undertake
additional exploration and/or engineering programs at its projects.

CHANGE IN ACCOUNTING POLICY

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.

SHARES ISSUED AND OUTSTANDING

At November 9, 2004, the issued and outstanding common shares of the Company
totaled 29,589,785. In addition, there are 2,066,400 stock options granted (of
which 700,000 are unexercisable) and 287,500 warrants issued and outstanding. On
a fully diluted basis there would be 31,943,685 common shares issued and
outstanding.

RELATED PARTY TRANSACTIONS

During the nine-month period ended September 30, 2004; a private company
controlled by a director of the Company was paid $33,000 for technical services
provided by his company related to mineral properties; a private company
controlled by a second director was paid $90,000 for corporate consulting
services rendered; and directors fees for outside directors amounted to $75,000.

Insiders of the Company purchased 350,000 of the common shares in the private
placement which closed in April 2004.

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.


<PAGE>


SEABRIDGE GOLD INC.
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2004 AND DECEMBER 31, 2003
(000's of Canadian dollars)

<TABLE>
<CAPTION>
                                                  September 30,    December 31,
               ASSETS                                      2004            2003
                                                  -------------    ------------
                                                    (unaudited)
<S>                                                    <C>             <C>
Current Assets
     Cash and cash equivalents                         $    508        $  1,552
     Cash for exploration expenditures                    2,018           1,527
     Short-term deposits                                  2,882             891
     Accounts receivable                                    127             134
     Marketable securities                                  115             115
     Prepaid expenses                                        47               5
                                                      ---------------------------
                                                          5,697           4,224

Mineral Interests (Note 2)                               20,293          16,635
Investment                                                  749             749
Reclamation Deposits                                      1,000           1,225
Capital Assets                                               30              36
                                                      ---------------------------

                                                       $ 27,769        $ 22,869
                                                      ===========================
               LIABILITIES
Current Liabilities
     Accounts payable and accrued liabilities          $    521        $    393
     Due to vendors - Courageous Lake property                -           1,945
                                                      ---------------------------
                                                            521           2,338

Provision for Reclamation Liabilities (Note 3)            1,267           1,189
Minority Interest (Note 2)                                    -             189
                                                      ---------------------------
                                                          1,788           3,716
                                                      ---------------------------
               SHAREHOLDERS' EQUITY
Share Capital (Note 4)                                   42,120          34,470
Stock Options                                               692             610
Share Purchase Warrants                                     101             179
Contributed surplus                                          20              20

Deficit                                                 (16,952)        (16,126)
                                                      ---------------------------
                                                         25,981          19,153
                                                      ---------------------------

                                                       $ 27,769        $ 22,869
                                                      ===========================
</TABLE>


     On Behalf of the Board of Directors


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


<PAGE>


SEABRIDGE GOLD INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
FOR THE PERIODS ENDED SEPTEMBER 30, 2004 AND 2003
(unaudited, 000's of Canadian dollars, except loss per share)

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED SEPT. 30,    NINE MONTHS ENDED SEPT. 30,
                                                              2004            2003            2004            2003
                                                       ----------------------------    ----------------------------
<S>                                                    <C>             <C>             <C>             <C>
Expenditures
     Corporate and general expenses                    $       419     $       239     $     1,410     $       750
     Stock option compensation                                   -              48             103              60
                                                       ----------------------------    ----------------------------
                                                               419             287           1,513             810
                                                       ----------------------------    ----------------------------
     Interest income                                           (18)            (24)            (56)            (97)
     Gain on sale of marketable securities                       -               -             (75)              -
     Foreign exchange gains                                     17             (18)            (12)            (10)
     Interest expense  - debentures                              -               -               -              12
     Minority interest                                           -               -              19               -
                                                       ----------------------------    ----------------------------
LOSS BEFORE INCOME TAXES                                      (418)           (245)         (1,389)           (715)
Income tax recoveries -net (Note 4)                              -               -             563               -
                                                       ----------------------------    ----------------------------
NET LOSS FOR THE PERIOD                                       (418)           (245)           (826)           (715)
DEFICIT, BEGINNING OF THE PERIOD                           (16,534)        (15,257)        (16,126)        (14,787)
                                                       ----------------------------    ----------------------------
DEFICIT, END OF THE PERIOD                             $   (16,952)    $   (15,502)    $   (16,952)    $   (15,502)
                                                       ============================    ============================

BASIC AND DILUTED INCOME (LOSS) PER SHARE              $     (0.01)    $     (0.01)    $     (0.03)    $     (0.03)
                                                       ============================    ============================
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING           29,253,118      27,183,685      28,574,777      25,782,150
                                                       ============================    ============================
</TABLE>

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIODS ENDED SEPTEMBER 30, 2004 AND 2003
(unaudited, 000's of Canadian dollars)

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED SEPT. 30,    NINE MONTHS ENDED SEPT. 30,
                                                              2004            2003            2004            2003
                                                       ----------------------------    ----------------------------
<S>                                                    <C>             <C>             <C>             <C>
Cash Provided from (Used for) Operations
     Net loss for the period                           $       (418)   $      (245)    $       (826)   $      (715)
     Items not involving cash
        Interest expense - debentures                             -              -                -             12
        Stock option compensation                                 -             48              103             60
        Other non-cash items                                     27              1               81              2
       Minority interest                                          -              -               19              -
       Income tax recoveries (Note 4)                             -              -             (581)             -
     Changes in non-cash working capital items
        (Increase) Decrease in accounts receivable               48            (67)              (9)           (50)
        (Increase) Decrease in prepaid expenses                  (4)             -               (4)             -
        Increase (Decrease) in accounts payable                 (33)           (23)             (63)           (43)
                                                       ----------------------------    ----------------------------
                                                               (380)          (286)          (1,280)          (734)
                                                       ----------------------------    ----------------------------
INVESTING ACTIVITIES
     Mineral properties                                      (2,158)        (1,181)          (5,639)        (5,151)
     Recovery of deferred exploration expenditures                -              -                -            152
     Recovery of Reclamation deposit                              -              -              225              -
     Capital assets                                                              -                              (5)
     Investment                                                   -              -                -           (749)
     Short-term deposits                                      1,712         (2,300)          (1,991)          (174)
                                                       ----------------------------    ----------------------------
                                                               (446)        (3,481)          (7,405)        (5,927)
                                                       ----------------------------    ----------------------------
FINANCING ACTIVITIES
     Issue of share capital                                   2,067          1,183            8,132          5,820
                                                       ----------------------------    ----------------------------
NET CASH PROVIDED (USED)                                      1,241         (2,584)            (553)          (841)
CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD            1,285          2,623            3,079            880
                                                       ----------------------------    ----------------------------
CASH AND CASH EQUIVALENTS, END OF THE PERIOD           $      2,526    $        39     $      2,526    $        39
                                                       ============================    ============================

CASH AND CASH EQUIVALENTS, END OF THE PERIOD
     Cash and cash equivalents                         $        508    $        39     $        508           $ 39
     Cash for exploration expenditures                        2,018              -            2,018              -
                                                       ----------------------------    ----------------------------
                                                       $      2,526    $        39     $      2,526           $ 39
                                                       ============================    ============================
</TABLE>


<PAGE>


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.

Rudi P. Fronk
President & CEO
November 9, 2004



NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 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 for annual financial statements, 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 nine-month period ended September 30,
     2004 were as follows (in thousands):

<TABLE>
<CAPTION>
                                 BALANCE,      EXPENDITURES    EXPENDITURES    EXPENDITURES       BALANCE,
                              DEC. 31, 2003      QUARTER 1       QUARTER 2      QUARTER 3      SEPT. 30, 2004
                              -------------    ------------    ------------    ------------    --------------
<S>                                <C>             <C>              <C>            <C>               <C>
Courageous Lake                    $  9,861        $    543         $   729        $  1,948          $ 13,081
Castle Black Rock                       278               1               -              56               335
Grassy Mountain                       2,752              74              44              81             2,951
Hog Ranch                             1,052               -               -               -             1,052
Kerr-Sulphurets                         524               -               1               -               525
Quartz Mountain                         443               -               -               -               443
Red Mountain                            427              33              27              48               535
Pacific Interm'tain Gold (1)          1,187            (29)              28              52             1,238
Other Nevada projects                   111               -               -              22               133
                              -------------    ------------    ------------    ------------    --------------
                                   $ 16,635        $    622         $   829        $  2,207          $ 20,293
                              -------------    ------------    ------------    ------------    --------------
<FN>
     1.   During the nine-month period, the Company received 100,000 shares from
          the optionee valued at $50,000. This amount has been netted against
          expenditures. In July 2004, the Company acquired the 25% interest
          which it did not own in this subsidiary for forgiving debt of $65,000
          and agreeing to pay 10% of any sale of projects to third parties. The
          minority interest liability value on the balance sheet amounting to
          $208,000 has been deleted and credited against expenditures made on
          the project in Quarter 3.
</FN>
</TABLE>

3.   CHANGES IN ACCOUNTING POLICY

     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 $1,189,000, 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


<PAGE>


     for the change in the method of accounting for asset retirement
     obligations.

     The continuity of the reclamation liability for the nine-month period ended
     September 30, 2004 was as follows:

<TABLE>
     -------------------------------------------------------------
<S>                                                    <C>
     Balance, December 31, 2003                        $1,189,289
     Accretion expense                                     78,120
     -------------------------------------------------------------
     Balance, September 30, 2004                       $1,267,409
     -------------------------------------------------------------
</TABLE>

4.   SHARE CAPITAL

     During the nine-month period, the following common shares were issued:

<TABLE>
<CAPTION>
                                                                                   AMOUNT
                                                                  SHARES           (000'S)
                                                             ------------     ------------
<S>                                                           <C>                 <C>
          Balance, December 31, 2003                          27,584,785          $ 34,470
          For cash, private placement                          1,200,000             5,400
          For cash, flow-through private placement - net         505,000             2,067
          For cash, exercise of warrants                         225,000               563
          Value of warrants exercised                                                   78
          For cash, exercise of stock options                     75,000               102
          Value of stock options exercised                             -                21
          Renunciation of flow-through share value (1)                 -             (581)
                                                             ------------     ------------
          Balance, September 30, 2004                         29,589,785          $ 42,120
                                                             ------------     ------------
</TABLE>

     (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 a valuation allowance which
     reduces the future income tax assets, the valuation allowance has been
     reduced and an income tax recovery has been recognized in the statement of
     operations.

     (2) During the nine-month period ended September 30, 2004, 37,500 options
     exercisable at $5.65 each and 25,000 options exercisable at $4.60 each were
     granted under the stock option plan and which were fair valued on the dates
     of grant using a Black-Scholes option-pricing model with the following
     weighted average assumptions:

          Dividend yield                       Nil
          Expected volatility                  40%
          Risk free rate of return            4.0%
          Expected life of options         3 years

     The weighted average fair value of options granted during the period was
     $1.65 per option, resulting in an expense totaling $103,147. These options
     are exercisable for five years and vested immediately upon granting.

     In addition, in August 2004, 100,000 5-year options were granted to an
     officer at $3.37 each. This option grant requires a $6.00 share price for
     10 successive days for the first third to vest, a $9.00 share price for the
     second third and a $12.00 share price for the final third. Once the share
     price has met the first test, the Company's share price performance must
     exceed the Toronto Stock Exchange Canadian Gold Index by more than 20% over
     the preceding six months or these options will be cancelled. No expense has
     been recognized on these options during the period, as the probability of
     meeting the above vesting criteria remains uncertain. Compensation expense
     will be recognized once the vesting criteria are thought to be probable.

5.   RELATED PARTY TRANSACTIONS

     During the nine-month period ended September 30, 2004; a private company
     controlled by a director of the Company was paid $33,000 for technical
     services provided by his company related to mineral properties; and a
     private company controlled by a second director was paid $90,000 for
     corporate consulting services rendered.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>ex99-3.txt
<DESCRIPTION>EX. 99.3 - FORM 52-109FT2 CERTIFICATE OF CEO
<TEXT>
                                                                    EXHIBIT 99.3

   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 September 30, 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: November 9, 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 - FORM 52-109FT2 CERTIFICATE OF CFO
<TEXT>
                                                                    EXHIBIT 99.4

   FORM 52-109FT2 - CERTIFICATION OF INTERIM FILINGS DURING TRANSITION PERIOD

I, RODERICK CHISHOLM, THE CHIEF FINANCIAL OFFICER 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 September 30, 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: November 9, 2004
- ------------------------------

Signed "Roderick Chisholm"

- ------------------------------
Roderick Chisholm
Chief Financial Officer of Seabridge Gold Inc.

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