Report of Foreign Private Issuer
 
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 April, 2006
 
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
 
ý
 
Form 40-F
 
o
 
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):        o 
 
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):        o 
 
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
 
o
 
No
 
ý
 
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):           
 

 

 
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: April 07, 2006
 
 
 
 
 
 
 
 
 
 
 
By:
 
/s/ Roderick Chisholm
Name:    Roderick Chisholm
Title:      Chief Financial Officer
 

 
EXHIBITS
 
Exhibit 99
Press release issued April 04, 2006 in which the Registrant announced that it has arranged a Cdn$8,443,750 private placement financing consisting of 875,000 common shares at Cdn$9.65 per share. The shares to be issued under this private placement will be subject to a four-month hold period. Closing of this financing is subject to regulatory approval and completion of final documentation. There are no commissions or finders fees payable on the financing.

Insiders of the Registrant have subscribed for 205,000 shares of the financing, including 161,500 shares by its largest shareholder, Pan Atlantic Bank and Trust Ltd. Pan Atlantic is beneficially owned and controlled by Albert D. Friedberg.

Proceeds from the financing will be used for the acquisition of the Noche Buena gold project (see news release dated April 3, 2006) and for general working capital requirements.
 
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