Cortez Gold Corp.
TSX VENTURE : CUT

Cortez Gold Corp.
Seabridge Gold Inc.
TSX : SEA
NYSE Alternext US : SA

Seabridge Gold Inc.

March 26, 2009 10:46 ET

Joint News Release: Cortez Resources Enters into Agreement with Seabridge Gold to Complete Qualifying Transaction

TORONTO, ONTARIO--(Marketwire - March 26, 2009) - Cortez Resources Corp. ("Cortez") (TSX VENTURE:CUT) and Seabridge Gold Inc. ("Seabridge") (TSX:SEA)(NYSE Alternext US:SA)(NYSE Amex:SA.A) announced today that they have entered into a letter agreement dated March 25, 2009 (the "Agreement") whereby Cortez will acquire various mineral claims in Nevada (the "Proposed Acquisition") held by Seabridge's wholly-owned subsidiaries, Seabridge Gold Corporation and Pacific Intermountain Gold Corporation. Seabridge is listed on the Toronto Stock Exchange (symbol "SEA") and on the New York Stock Exchange - AMEX (symbol "SA"). Cortez is a capital pool company listed on the TSX Venture Exchange (the "Exchange") under the trading symbol "CUT".

The Proposed Acquisition consists of interests in all or, at the election of Cortez, any number of Seabridge's mineral properties located in various counties in Nevada, including Churchill, Elko, Esmeralda, Humboldt and Nye (the "Properties").

Pursuant to the Agreement, Seabridge has granted Cortez a 15-day period to review the geological and technical information in respect of the Properties (the "Review Period"). Seabridge has the right to terminate the Agreement at any time during the review period. Before the end of the Review Period, should Cortez wish to proceed with the Proposed Acquisition, Cortez will provide notice to Seabridge and make a payment to Seabridge of US$20,000. Cortez will then have the exclusive option for a period of 60 days to finalize a formal agreement with Seabridge for the purchase of the Properties (the "Formal Agreement"). Upon execution of the Formal Agreement, Cortez will pay Seabridge a further US$80,000.

In consideration of the Proposed Acquisition and to acquire 100% of Seabridge's interest in the Properties (subject to existing underlying royalty and leaseholder entitlements), Cortez will:

(1) Issue 10 million common shares to Seabridge at a deemed price of US$0.20 per share, and pay to Seabridge the further sum of US$2,900,000;

(2) Appoint, on terms to be discussed and agreed upon, William Threlkeld, an officer of Seabridge, as a Director and Senior Vice President of Exploration of Cortez; and

(3) Appoint William Sheriff, President of Pacific Intermountain Gold, to the Board of Directors of Cortez.

After completion of the Proposed Acquisition, and as long as Seabridge and its affiliates collectively own more than 15% of the outstanding shares of Cortez, Seabridge shall have the right to nominate two directors for election at each annual meeting of the Cortez shareholders.

Cortez is a capital pool company and the Proposed Acquisition will constitute its Qualifying Transaction (as such term is defined in the policies of the Exchange). The Proposed Acquisition is an arm's length transaction and upon completion of the Proposed Acquisition, Cortez expects to be a Tier 2 Mineral Exploration Issuer. No Non-Arm's Length Party (as defined in the policies of the Exchange) to the CPC has any direct or indirect beneficial interest in the Properties or the shares of Seabridge.

Summary of the Target's Significant Assets

The Properties comprise interests in 2,141 claims covering more than 30 exploration projects with known gold occurrences staked in Nevada. Most of the claims are situated in Nevada's prolific Walker Lane gold belt. The most advanced is the Castle-Black Rock Project in Esmeralda County which has an NI-43-101 compliant gold resource of 215,000 ounces in the measured and indicated categories (12.38 million tonnes grading 0.54 grams of gold per tonne) plus an additional 93,000 ounces in the inferred category (7.95 million tonnes grading 0.37 grams of gold per tonne) (see Seabridge's news release of October 10, 2000).

Cortez geologists have identified three distinct targets which provide the opportunity to significantly expand the current gold resources at Castle-Black Rock. Past work did not close the Castle target on strike or at depth. Expanding the Castle target has the potential to link that zone with the Black Rock zone, significantly expanding the size of this target area. The Berg zone was never limited to the north because of prior property boundary conflicts which have since been resolved by expanding the property. Extending the Berg zone could link it with the Boss zone, enlarging the zone and incorporating unexploited resources in the Boss pit which is now part of the property.

Defining the feeder structures in the Castle-Black Rock zone and the Berg-Boss zone is another area of exploration potential. Drill results suggest that high-grade gold concentrations are present in both zones. These intersections are interpreted as structural feeder zones that have not been incorporated as a specific ore domain in current resource models.

Additional target potential at Castle-Black Rock is in the northwest part of the property. Several well-developed structures with gold concentrations crop out and have been prospected in this area. Gold concentrations have been reported in structures and at contacts between rhyolite domes and sedimentary rocks. These targets have not been recently explored but may have the potential for additional resources.

Most of the Properties are located within the Walker Lane gold belt, a 50-mile wide zone of widely disrupted right lateral shears and associated normal faults. These structures have tapped deep-seated magmatic and hydrothermal fluids. Basement rocks to this structural zone are complexly folded, sheared and thrusted Paleozoic sedimentary rocks. Intruded into these basement rocks are intermediate composition Mesozoic plutonic rocks. Locally, thick sequences of Miocene volcanic rocks cover the structural zone. Located within this gold belt were the Comstock, Tonopah, Goldfield, Rawhide, Yerington, Candelaria, Paradise Peak and Bullfrog deposits. Many of the targets identified in the Properties have geological characteristics similar to these deposits.

William Threlkeld, a senior officer of Seabridge, is the qualified person as required under NI 43-101 and has reviewed the technical information contained in this press release.

Financing

Cortez proposes to raise the first tranche of the funds required pursuant to the Agreement, by way of a non-brokered private placement. The proposed financing will be subject to regulatory approvals and will involve the issuance of up to 5,000,000 common shares priced at $0.20 per share for gross proceeds of up to $1,000,000. The proceeds from this initial private placement will be used to complete the due diligence on the Proposed Transaction with Seabridge, and will be added to working capital. Cortez will require additional funds in order to complete the Proposed Acquisition, which Cortez expects to complete through an additional private placement financing prior to closing.

Finder's Fee

In connection with the Proposed Acquisition, a finder's fee will be payable in amounts and in accordance with Exchange policies.

Board of Directors and Management of the Resulting Issuer

Upon closing of the transaction, it is contemplated that three of the current directors will remain on the board, namely Robert Eadie, Gary Arca and Kent Kirby. It is further contemplated that Robert Eadie will remain president and chief executive officer and Gary Arca will remain chief financial officer. As part of the conditions for closing, William Threlkeld, a senior officer of Seabridge, will join the Board of Directors of Cortez, to be followed by William Sheriff. Further information for each of the above-mentioned directors and officers is set out below.

Robert Eadie

President & Chief Executive Officer and Director

Mr. Eadie is a self-employed business owner and has many years of experience in working with and helping build start-up companies. He began his career as a corporate investor and public relations consultant and went on to establish his own investor relations consulting business. He has since become a manager, officer or director of a number of junior public companies, primarily in the natural resource sector. Mr. Eadie is currently President and CEO of Starcore International Mines Ltd., a gold production and exploration company focussed on Mexico, American Consolidated Minerals Corp., a copper and gold exploration company, Highland Resources Inc., a mining exploration company, and Parlane Resource Corp., a capital pool corporation, and CEO of Platoro West Holdings Inc., a mineral exploration company. Until January 2007 he was Executive Vice President of Klondex Mines Ltd., a gold and silver exploration and development company. All of these companies are headquartered in Vancouver, British Columbia and listed on the Exchange, with the exception of Starcore International Mines Ltd. and Klondex Mines Ltd., which are listed on the Toronto Stock Exchange and Platoro West which is listed on the CSNX.

Gary Arca

Chief Financial Officer and Director

Mr. Arca is a Chartered Accountant (CA) and has been a member of the Canadian Institute of Chartered Accountants and British Columbia Institute of Chartered Accountants since 1980. He was a partner with two separate public accounting firms from 1996 to December 2005. Mr. Arca has extensive experience dealing with public companies and start-ups both from the perspective of management and as a consultant, and has served as a director of seven publicly traded resource companies in the past. In addition to the Company, he is currently a director and Chief Financial Officer of Starcore International Mines Ltd., American Consolidated Minerals Corp., Highland Resources Inc., Platoro West Holdings Inc. and Parlane Resource Corp., all of which are listed on the Exchange, except for Starcore International Mines, which is listed on the Toronto Stock Exchange, and Platoro West Holdings Inc., which is listed on the CSNX.

William Threlkeld

Director & Vice President for Exploration

William E. Threlkeld is currently Senior Vice President of Seabridge Gold Inc. and is acknowledged as one of North America's outstanding geologists. He began his career at Noranda Exploration Inc. but achieved his greatest recognition at Placer Dome Inc. From 1991 to 1997 as Exploration Manager and Vice President, he was responsible for all of Placer Dome's exploration activity and investment in Latin America. Mr. Threlkeld directed programs that resulted in the discovery and delineation of Las Cristinas, Venezuela, Cerro Crucitas, Costa Rica and Mulatos, Mexico. Mr. Threlkeld obtained his MSc in Economic Geology from the University of Western Ontario.

Kent Kirby

Director

A self-employed businessman, Mr. Kirby has been a salesperson of Adnet Communications Inc. from January 2000 to the present. Adnet is a private company engaged in servicing publicly traded companies, meeting their website requirements. Prior thereto, he acted as a mining contractor, with various contracts for several private and public mining exploration companies throughout North America. Mr. Kirby served as a director for St. Elias Mines Ltd. and Farrier Resources Corp., all junior resource companies, and, in addition to the Company, is currently a director of Highland Resources Inc. and Parlane Resource Corp., which are all listed on the Exchange. Mr. Kirby graduated from BC Institute of Technology with a diploma in Business Administration in 1991.

William Sheriff

Director

Mr. Sheriff was the driving force behind the founding of Golden Predator Mines Inc. Golden Predator recently completed a reorganization, which resulted in its gold and silver assets moving into Golden Predator Royal and Development Corp., of which Mr. Sheriff is Chairman and CEO. The tungsten and vanadium assets remained with Golden Predator's successor, EMC Metals Corp., of which Mr. Sheriff is also Chairman.

He brings to the Company his strength and experience from his position with Golden Predator and his previous experience as Chairman of Energy Metals Corporation. Mr. Sheriff served as a Director (in 2005) and Chairman (in 2006) of Energy Metals Corporation, formerly a public company listed on the NYSE and the TSX which was acquired by Uranium One for $1.8 Billion in 2007. Mr. Sheriff currently serves as a Director of Evolving Gold Corporation, Western Lithium Corporation, Artha Resources, and Platoro West Holdings Inc. Mr. Sheriff also serves as President of Pacific Intermountain Gold Corporation (PIGCO), a private corporation owned by Seabridge Gold Corporation. As the founder and past President of Platoro West Inc., he specialized in project identification and acquisition before expanding his focus to financing and investment for his corporate interests.

A leading prospect developer in the Western United States, Mr. Sheriff has generated numerous exploration projects for major mining companies including NewMont Gold, Anglo, Uranerz, Atlas, Cordex, Homestake and others.

Mr. Sheriff received his B.Sc. in Geology from Fort Lewis College, Colorado and conducted graduate studies at the University of Texas-El Paso in Mining Geology and Mineral Economics.

Description of Significant Conditions to Closing

Pursuant to Section 2.1 of Exchange policies, as the proposed Qualifying Transaction is not a Non Arms Length Qualifying Transaction, the Company will not be required to obtain shareholder approval of the Qualifying Transaction but will be submitting a Filing Statement for Exchange acceptance. Sponsorship for this Qualifying Transaction is not required under the policies of the Exchange.

Conditions to closing the Proposed Acquisition include (a) completion of a due diligence review by Cortez of the Properties, including title thereto and all technical information made available by Seabridge; (b) the execution and delivery of the Formal Agreement; (c) completion of financing sufficient to enable Cortez to complete the Proposed Acquisition; and (d) approval of the Proposed Acquisition as a Qualifying Transaction by the Exchange. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

ON BEHALF OF THE BOARD of Seabridge Gold Inc.

Rudi P. Fronk, President & CEO

ON BEHALF OF THE BOARD of Cortez Resources Corp.

Robert Eadie, President & CEO

The Exchange has in no way passed upon the merits of the proposed transaction. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Seabridge Gold Inc.
    Rudi P. Fronk
    President and CEO
    (416) 367-9292
    (416) 367-2711 (FAX)
    Email: info@seabridgegold.net
    or
    Cortez Resources Corp.
    Robert Eadie
    President and CEO
    (604) 602-4935
    (604) 602-4936 (FAX)
    Email: info@cortezresources.com