Seabridge Gold Inc. UNUADITED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED MARCH 31, 2005

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1 Seabridge Gold Inc. UNUADITED CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED MARCH 31, 2005 Management s Comments on Unaudited Consolidated Financial Statements 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.

2 Seabridge Gold Inc. Management s Discussion and Analysis Three Months Ended March 31, 2005 This Management Discussion and Analysis is dated May 12, 2005 and reflects the three-month period ended March 31, 2005 and should be read in conjunction with the consolidated financial statements and the Management Discussion and Analysis included in the 2004 Annual Report. The Company also published an Annual Information Form dated March 22, 2005 and a 20-F Report dated March 25, 2005 filed with the U.S. Securities and Exchange Commission. These documents along with others published by the Company are available on SEDAR at on EDGAR at and 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. When the price of gold was much lower than it is today, Seabridge acquired 100% interests in eight advanced-stage gold projects situated in North America. As the price of gold has moved higher over the past three years, Seabridge has commenced exploration activities and engineering studies at several of its projects. Seabridge s principal projects include the Courageous Lake property located in the Northwest Territories, the Kerr-Sulphurets and Red Mountain properties both located in British Columbia the Grassy Mountain property located in Oregon. 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, 2005, the Company incurred a net profit of $423,000 or $0.01 per share compared to $109,000 or $0.00 per share in the same period of The profit in both periods was created by the recognition of income tax recoveries (2005 -$821,000 and $581,000) relating to the renouncing of Canadian Exploration Expenditures to the investors of flow-through financings. Without the tax recoveries, the losses for the periods were $398,000 in 2005 and $472,000 in Management expenses were slightly higher in the 2005 period due to increased compensation initiated later in 2004 as were stock exchange listing fees due to the Amex listing in Quarter 2 of In the 2004 period, there were also stock options grants valued at $67,000. In the 2004 period, there were higher investor communications activity and costs. Also in the 2004 period, a 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 quarter of 2005 and each of the last eight quarters for fiscal years 2004 and 2003: 1 st Quarter Ended March 31, 2005 Revenue $ Nil Profit for period $ 423,000 Earnings per share $ th Quarter Ended December 31, rd Quarter Ended September 30, nd Quarter Ended June 30, st Quarter Ended March 31, 2004 Revenue $ Nil $ Nil $ Nil $ Nil Profit (loss) for period $ (400,000) $ (418,000) $ (517,000) $ 109,000 Loss per share $ 0.01 $ 0.01 $ 0.02 $ -

3 4 th Quarter Ended December 31, rd Quarter Ended September 30, nd Quarter Ended June 30, st Quarter Ended March 31, 2003 Revenue $ Nil $ Nil $ Nil $ Nil Loss for period $ (623,000) $ (245,000) $ (231,000) $ (239,000) Loss per share $ 0.02 $ 0.01 $ 0.01 $ 0.01 Mineral Interest Activities For the three-month period ended March 31, 2005, the Company incurred net expenditures of $1,495,000 on mineral interests compared to $662,000 in the same period of By far the majority of expenditures in 2005 were made on the Courageous Lake property where extensive drilling and analyses work was undertaken. During the 1 st quarter of 2005, the Company commenced a core drill program designed to test for further strike extensions to the north and south of the existing FAT deposit. Work also continued on the independent engineering study to define preliminary economic parameters of the FAT deposit. Results of the exploration program and engineering studies are expected to be announced during the 2 nd quarter of Liquidity and Capital Resources Working capital at March 31, 2005, was $4,359,000 compared to $4,221,000 at December 31, The increase in working capital resulted largely from a flow-through private placement financing for net proceeds of $1,997,000 and $7,000 from stock option exercises. During the three-month period ended March 31, 2005, the Company s operating activities used $200,000 compared to $394,000 in the same period of 2004 and cash expenditures on mineral properties totaled $1,077,000 compared to $2,720,000 in the same period of At March 31, 2005, excess cash and cash for exploration expenditures amounting to $4,600,000 were invested in Canadian bank guaranteed certificates. For the balance of 2005, expenditures budgeted for exploration and corporate costs amount to approximately $3 million. Shares Issued and Outstanding At May 12, 2005 the issued and outstanding common shares of the Company totaled 30,224,785. In addition, there are 2,008,900 stock options granted (of which 765,000 are unexercisable) and 287,500 warrants issued and outstanding. On a fully diluted basis there would be 32,521,185 common shares issued and outstanding. Related Party Transactions During the three-month period ended March 31, 2005; a private company controlled by a director of the Company was paid $12,000 for technical services provided by his company related to mineral properties; a private company controlled by a second director was paid $30,000 for corporate consulting services rendered; and outstanding accounts payable to directors was $30,000. Outlook During the balance of 2005, the Company will continue to make exploration expenditures to advance its major projects 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. Additional exploration is planned for the Kerr-Sulphurets property by the optionor Noranda Inc. May 12, 2005

4 SEABRIDGE GOLD INC. Consolidated Balance Sheets March 31, 2005 and December 31, 2004 (unaudited, 000's of Canadian dollars) March 31, December 31, Assets Current Assets Cash and cash equivalents $ 85 $ 158 Cash held for exploration expenditures 2,205 1,170 Short-term deposits 2,395 2,630 Amounts receivable and prepaid expenses Marketable securities ,056 4,397 Mineral Interests (Note 2) 22,494 20,999 Investment Reclamation Deposit 1,000 1,000 Capital Assets $ 29,325 $ 27,173 Liabilities Current Liabilities Accounts payable and accruals $ 697 $ 176 Provision for Reclamation Liabilities 1,319 1,294 2,016 1,470 Shareholders' Equity Share Capital (Note 3) 43,413 42,230 Stock Options Share Purchase Warrants Contributed Surplus Deficit (16,929) (17,352) 27,309 25,703 $ 29,325 $ 27,173 On Behalf of the Board of Directors "signed" Rudi P. Fronk Director "signed" James S. Anthony Director

5 SEABRIDGE GOLD INC. Consolidated Statements of Operations and Deficit For the Three Months Ended March 31, 2005 and 2004 (unaudited, 000's of Canadian dollars, except income per share) Administrative and General Expenses Corporate and general $ 432 $ 499 Stock option compensation Interest income (28) (15) Gain on sale of marketable securities - (75) Foreign exchange gains (6) (23) Minority interest - 19 Loss Before Income Taxes (398) (472) Income tax recoveries (Note 3) Net Profit for the Period Deficit, Beginning of Period (17,352) (16,126) Deficit, End of Period $ (16,929) $ (16,017) Income per Share - basic and diluted $ 0.01 $ 0.00 Weighted Average Number of Shares Outstanding 30,054,782 27,653,118 Consolidated Statements of Cash Flows For the Three Months Ended March 31, 2005 and 2004 (unaudited, 000's of Canadian dollars) Cash Provided from (Used for) Operations Net profit for the period $ 423 $ 109 Items not involving cash Stock option compensation - 67 Minority interest - 19 Amortization and reclamation Income tax recoveries (Note 3) (821) (581) Changes in non-cash working capital items Increase in amounts receivable and prepaid expenses 83 (11) Increase (Decrease) in accounts payable and accruals 88 (24) (200) (394) Investing Activities Mineral interests (1,077) (2,720) Short-term deposits Reclamation deposits (841) (1,829) Financing Activities Issue of share capital 2, Net Cash Provided (Used) 963 (2,120) Cash and Cash Equivalents, Beginning of Period 1,327 3,079 Cash and Cash Equivalents, End of Period $ 2,290 $ 959 Cash and Cash Equivalents, End of Period Cash and cash equivalents $ 85 $ 35 Cash for exploration expenditures 2, $ 2,290 $ 959

6 SEABRIDGE GOLD INC. NOTES TO THE FINANCIAL STATEMENTS March 31, 2005 (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. The interim consolidated financial statements should be read in conjunction with Seabridge s annual consolidated financial statements included in its 2004 Annual Report. 2. Mineral Interests Expenditures on projects during the three-month periods ended March 31, 2005 and 2004 were as follows: Balance, Dec. 31, 2004 (,000) Expenditures Quarter 1 (,000) Balance, Mar. 31, 2005 (,000) Courageous Lake $ 13,591 $ 1,435 $ 15,026 Castle Black Rock Grassy Mountain 2, ,014 Hog Ranch 1, ,010 Kerr-Sulphurets Quartz Mountain Red Mountain Pacific Intermountain Gold 1,351 (9) 1,342 Other Nevada projects $ 20,999 $ 1,495 $ 22,494 Balance, Dec. 31, 2003 (,000) Expenditures Quarter 1 (,000) Balance, Mar. 31, 2004 (,000) Courageous Lake $ 9,861 $ 543 $ 10,404 Castle Black Rock Grassy Mountain 2, ,826 Hog Ranch 1,052-1,052 Kerr-Sulphurets Quartz Mountain Red Mountain Pacific Intermountain Gold 1,187 (29) 1,158 Other Nevada projects $ 16,635 $ 622 $ 17, Share Capital During the three-month period ended March 31, 2005, the following common shares were issued: Amount Shares (,000) Balance, December 31, ,714,785 $ 42,230 For cash, flow-through private placement - net 500,000 1,997 For cash, exercise of stock options 10,000 7 Renunciation of flow-through share value (1) - (821) Balance, March 31, ,224,785 $ 43,413 (1) In January 2005, the Company renounced $2,272,500 ( $1,608,000 in regard to flow-through shares issued in 2003) in Canadian Exploration Expenditures to investors of flow-through shares in 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. 4. Related Party Transactions During the three-month period ended March 31, 2005; a private company controlled by a director of the Company was paid $12,000 for technical services provided by his company related to mineral properties; and a private company controlled by a second director was paid $30,000 for corporate consulting services rendered.