Affiliate of FCMI Financial Corporation enters into agreements involving Seabridge shares


TORONTO, July 16, 2014 /CNW/ - Pan Atlantic Bank and Trust Limited ("PABT"), an affiliate of FCMI Financial Corporation, announced today that it has entered into agreements with a Canadian chartered bank (the "Bank") whereby PABT will monetize a portion of its holdings of common shares of Seabridge Gold Inc. ("Seabridge") while at the same time allowing it to retain economic exposure to these Shares. 

In connection with the transaction, PABT has entered into an agreement (the "Purchase Agreement") with the Bank pursuant to which PABT has agreed to sell to the Bank 4.6 million common shares (the "Purchased Shares") of Seabridge for cash consideration of US$8.56 per Purchased Share (the "Purchase Price").  The Purchased Shares represent approximately 9.77% of the outstanding common shares of Seabridge (the "Shares"). The closing of the transaction is scheduled for July 21, 2014.

PABT also entered into a total return swap transaction evidenced by an ISDA master agreement, credit support annex and transaction confirmation (collectively the "TRS Agreement") with the Bank.  Pursuant to the terms of the TRS Agreement, the Bank sold to PABT the total return on 4.6 million Shares (the "Underlying Shares"). The initial price for the Underlying Shares is equal to the Purchase Price.  The TRS Agreement provides only for cash settlement. Neither PABT nor any of its affiliates or associates will have any voting power with respect to any Underlying Shares.

On July 9, 2014, PABT entered into an agreement to acquire 200,000 Shares (the "Offered Shares") at a purchase price of Cdn.$8.5714 per Share for aggregate proceeds of Cdn.$1,714,280. The closing of this transaction is scheduled to close on or about July 22, 2014 and in any event no later than July 29, 2014.

As a result of the sale of the Purchased Shares and assuming the acquisition of the Offered Shares, PABT now beneficially owns 3,901,232 Shares representing 8.3% of the outstanding Shares.  FCMI Financial Corporation, which owns all of the shares of PABT, owns 555,000 Shares representing 1.2% of the outstanding Shares. In addition, principals of the Friedberg Mercantile Group Ltd., including Albert D. Friedberg and Nancy Friedberg, and their foundations own 322,525 Shares representing 0.65% of the outstanding Shares. PABT is ultimately beneficially owned and controlled by Albert D. Friedberg and members of his immediate family.  Together, PABT and these affiliates beneficially own 10.15% of the outstanding Shares.

SOURCE: Pan Atlantic Bank and Trust Limited

For further information: or to obtain copy of the early warning report filed by PABT, please contact Robert Bourque at (246) 436-9756; Pan Atlantic Bank and Trust Limited, Whitepark House, 1st Floor, Whitepark Road, St. Michael, Barbados BB11135

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Pan Atlantic Bank and Trust Limited

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