SCHEDULE 13D/A: Friedberg Group Increases Stake in Seabridge Gold to 16.20% Following Swap Unwind and Private Placement

FCMI Parent Co., Pan Atlantic Bank & Trust Ltd, and the Friedberg family have increased their collective beneficial ownership in Seabridge Gold Inc. to 16.20% through recent share acquisitions, including the unwinding of a total return swap.

Summary

• FCMI Parent Co., Pan Atlantic Bank & Trust Ltd (PAHL), Albert Friedberg, Nancy Friedberg, and The Buckingham Charitable Foundation (collectively, "Filing Persons") have increased their aggregate beneficial ownership in Seabridge Gold Inc. to 16,234,860 Common Shares, representing 16.20% of the Issuer's outstanding shares.
• This percentage is based on 100,219,669 Common Shares outstanding as of February 19, 2025, as reported by the Issuer.
• On March 3, 2025, PAHL acquired 4,419,179 Common Shares at US$10.64 per share, totaling US$47,020,064.56, through the New York Stock Exchange. This acquisition was a result of unwinding a cash-settled total return swap (TRS) with National Bank of Canada, converting economic exposure into direct equity ownership.
• On February 18, 2025, FCMI Parent acquired 120,000 Common Shares at US$12.25 per share, totaling US$1,470,000, via an Issuer private placement.
• Both acquisitions were funded from the respective entities' working capital and were for investment purposes.
• Albert Friedberg is considered the sole beneficial owner of shares held by FCMI Parent and, through his control, over PAHL's shares. He also shares voting and dispositive power over Buckingham's shares with Nancy Friedberg.

Sentiment

Score: 7

Explanation: The filing indicates increased conviction from a significant investor group, converting derivative exposure to direct equity and participating in a private placement, which generally signals a positive outlook from the investor's perspective. No negative operational or financial news from the issuer is present.

Positives

• Increased direct equity ownership by significant shareholders (Friedberg Group) indicates strong conviction in Seabridge Gold's long-term prospects.
• Conversion of a total return swap into direct equity ownership by PAHL simplifies the investment structure and provides full voting and dispositive power.
• The private placement by FCMI Parent demonstrates continued investment and support for the Issuer.

Risks

• No specific risks related to the company's operations or financial health are detailed in this Schedule 13D filing, as its primary purpose is to report changes in beneficial ownership.

Future Outlook

The filing indicates that the recent share acquisitions by PAHL and FCMI Parent were for investment purposes, suggesting a continued long-term interest in Seabridge Gold Inc. by the Friedberg Group.

Industry Context

This filing reflects a significant increase in direct equity ownership by a major institutional and individual investor group in a gold mining company. Such moves can signal confidence in the long-term value of the underlying commodity (gold) and the specific company's assets or strategy, especially given the conversion from a derivative instrument to direct equity.

Comparison to Industry Standards

• This Schedule 13D filing primarily concerns changes in beneficial ownership by a specific group of investors and does not contain financial performance metrics or operational results that would typically be compared to industry standards or specific comparable companies/projects.
• The conversion of a total return swap to direct equity is a strategic move by the investor, not a performance metric of the issuer.

Stakeholder Impact

• Shareholders: Increased concentration of ownership by a major investor group may influence corporate governance and strategic direction. The conversion of a swap to direct equity by PAHL could be seen as a vote of confidence, potentially positively influencing market perception.
• Company Management: The increased stake by the Friedberg Group could lead to more active engagement or influence on strategic decisions, given their significant ownership percentage.

Next Steps

• The document does not explicitly state future actions or milestones for the Issuer or the Filing Persons beyond the reported transactions and their investment purpose.

Key Dates

Recommendation

Keywords

Seabridge Gold Inc., Schedule 13D, Beneficial Ownership, FCMI Parent Co., Pan Atlantic Bank & Trust Ltd, Albert Friedberg, Nancy Friedberg, The Buckingham Charitable Foundation, Common Stock, Equity Investment, Total Return Swap, Private Placement, Gold Mining, Shareholder Update