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.
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.
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.
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Seabridge
Gold Inc.
(Registrant)
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Date:
April 07, 2006
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By:
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/s/
Roderick Chisholm
Name:
Roderick Chisholm
Title: Chief
Financial Officer
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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.