Eskay Mining Corp — Capital/Financing Update 2021

Jul 5, 2021

==> picture [144 x 128] intentionally omitted <==

==> picture [239 x 18] intentionally omitted <==

JOINT NEWS RELEASE

Trading Symbols: TSX: SEAFOR IMMEDIATE RELEASE
  NYSE: SA July 5,2021
  TSXV: ESK

Seabridge Gold and Eskay Mining Enter into Cost Sharing Agreement and Financing on Coulter Creek Access Road

Toronto, Canada July 5, 2021 Seabridge Gold and Eskay Mining Corp. (“Eskay
Mining”) (TSXV:ESK) (OTCQB: ESKYF) (Frankfurt:KN7)(WKN:A0YDPM)announced
today that they have entered into an agreement (the “Cost Sharing
Agreement”) whereby Seabridge and Eskay Mining will share the costs equally
on construction of the first 9 kilometres (the “First Segment of the CCAR”)
of the Coulter Creek Access Road (“CCAR”) , estimated to cost $12.0
million. Construction is planned to commence in July. Eskay Mining’s share
of the costs will be financed (the “Financing”) by Seabridge as set out
below

As background, the CCAR is one of two main access roads planned and
permitted for Seabridge’s 100% owned KSM project situated within the Golden
Triangle in British Columbia, Canada. The road is designed to connect the
KSM project with the existing Eskay mine road to the northwest (see
attached map). Approximately 2.92 kilometres of the First Segment of the
CCAR is situated on mineral tenures held by Eskay Mining.

Commenting on the Cost Sharing Agreement, Seabridge’s Chairman and CEO
stated “we are delighted to be working with Eskay Mining on the First
Segment of the CCAR. This initial segment will provide Seabridge with a
lower elevation staging site closer to the KSM camp, thereby reducing
Seabridge’s helicopter costs and improving both safety and certainty of
access to KSM, while at the same time providing cost-saving logistical
benefits for Eskay Mining’s planned exploration activities. More important
for Seabridge, constructing this segment now will shorten the time needed
to establish early site access to the KSM deposits, enabling more rapid
development of the project once we have consummated our anticipated joint
venture. Cooperation between neighboring companies will help facilitate the
emergence of B.C.’s Golden Triangle as one of Canada’s most important new
mining camps.”

Eskay Mining’s President and CEO, Mac Balkam stated “the construction of
the First Segment of the CCAR will provide cost-saving logistical benefits

106 Front Street East, Suite 400, Toronto, ON M5A 1E1, Canada Telephone: 416-367-9292 www.seabridgegold.com

for Eskay Mining’s planned exploration activities. Once the First Segment
of the CCAR is complete, we will have use of the First Segment of the CCAR
for a minimum of 15 years pursuant to a Road Access Agreement subject to
payment of our pro rata share of maintenance costs. This will provide Eskay
Mining with a tremendous benefit as it continues exploration on its 100%
owned Consolidated Eskay precious metal-rich volcanogenic massive sulphide
(“VMS”) project in the Golden Triangle, British Columbia. This summer,
Eskay Mining plans to drill at least 30,000 m of diamond core at multiple
targets across its 526 sq km of land holdings commencing with focussed
drilling at its Jeff and TV targets to follow up on encouraging gold-silver
mineralization, some high-grade, encountered by 18 of 20 holes completed in
2020. This is the most aggressive drill campaign yet conducted by Eskay
Mining.”

To fund Eskay Mining’s share of costs under the Cost Sharing Agreement,
Seabridge has agreed to purchase a $6.0 million convertible debenture
(“CD”) and 1,350,000 warrants (the “Warrants”) from Eskay Mining. The Cost
Sharing Agreement and the Financing are collectively referred to as the
“Transaction”. At any time up to one year from the closing of the
Transaction (the “Closing”), Eskay Mining has the sole right to redeem any
portion of the CD, plus any unpaid and accrued interest, for cash. At any
time after the first anniversary of Closing, Seabridge has the right to
convert all or any portion of the principal amount into Eskay Mining common
shares at a price of C$2.81 per share. The CD will mature on the third
anniversary of Closing and will bear interest at 3% per annum. At any time
after the first anniversary of Closing, Eskay Mining has the right to force
conversion of the debenture into Eskay Mining common shares at C$2.81 per
share provided that Eskay Mining’s common shares close at a price equal to
or greater than $4.22 for 20 consecutive trading days. The Warrants are
exercisable into Eskay Mining common shares for 3 years at an exercise
price of $2.82 per share in the 1[st] year, $2.92 in the 2[nd] year and $3.02 in
year 3.

The C$6.0 million Seabridge paid for the CD will be held in a segregated
account and used to meet cash calls by Eskay Mining payable to the
contractors, at arm’s length to Eskay Mining and Seabridge, retained to
complete the construction of the First Segment of the CCAR to fund Eskay
Mining’s share of costs associated with the construction. Eskay Mining is
responsible to pay any amounts for its portion of the road which exceed the
debenture proceeds and will be repaid for any amounts remaining after
completion of the First Segment of the CCAR.

Eskay’s obligations under the Transaction are subject to approval of the
TSX Venture Exchange.

Seabridge holds a 100% interest in several North American gold projects.
Seabridge's assets include the KSM and Iskut projects located near Stewart,
British Columbia, Canada, the Courageous Lake project located in Canada's
Northwest Territories, the Snowstorm project in the Getchell Gold Belt of
Northern Nevada and the 3 Aces project located in the Yukon Territory. For
a full breakdown of Seabridge's mineral reserves and mineral resources by
category please visit Seabridge's website at http://www.seabridgegold.com.

Eskay Mining Corp (TSX-V:ESK) is a TSX Venture Exchange listed company,
headquartered in Toronto, Ontario.  Eskay is an exploration company focused
on the exploration and development of precious and base metals along the
Eskay rift in a highly prolific region of northwest British Columbia known
as the “Golden Triangle,” approximately 70km northwest of Stewart, BC.  The
Company currently holds mineral tenures in this area comprised of 177
claims (130,000 acres).

All material information on Eskay Mining may be found on its website at
www.eskaymining.com and on SEDAR at www.sedar.com.

None of the Toronto Stock Exchange, New York Stock Exchange, or their Regulation
Services Providers accepts responsibility for the adequacy or accuracy of this
release.

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.

ON BEHALF OF THE BOARD

ON BEHALF OF THE BOARD

"Rudi Fronk"   “Hugh (Mac) Balkam”
Chairman and C.E.O., Seabridge Gold Inc.  President and C.E.O., Eskay Mining Corp.

For further information from Seabridge Gold Inc., please contact:

Rudi P. Fronk T: (416) 367-9292
Chairman and C.E.O. F: (416) 367-2711
E: info@seabridgegold.com

For further information from Eskay Mining Corp, please contact:

Mac Balkam T: (416) 907-4020
President & Chief ExecutiveE: Mac@eskaymining.com
Officer

Forward-Looking Statements: This Press Release contains forward-looking statements
that involve risks and uncertainties, which may cause actual results to differ
materially from the statements made. When used in this document, the words “may”,
“would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”,
“expect” and similar expressions are intended to identify forward-looking
statements. Such statements reflect our current views with respect to future events
and are subject to risks and uncertainties. Many factors could cause our actual
results to differ materially from the statements made, including those factors
discussed in filings made by us with the Canadian securities regulatory
authorities. Should one or more of these risks and uncertainties, such as actual
results of current exploration programs, the general risks associated with the
mining industry, the price of gold and other metals, currency and interest rate
fluctuations, increased competition and general economic and market factors, occur
or should assumptions underlying the forward looking statements prove incorrect,
actual results may vary materially from those described herein as intended,
planned, anticipated, or expected. We do not intend and do not assume any
obligation to update these forward-looking statements, except as required by law.
Shareholders are cautioned not to put undue reliance on such forward-looking
statements.

BOB QUINN LAKE 37 BELL II PROJECT LOCATION - 2021 COULTER CREEK ACCESS ROAD 37 PROPOSED KSM PLANT SITE 37 BOWSER LAKE PROPOSED KSM MINE SITE 37

LOCATION MAP

NTS