UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 December 2023
SKEENA RESOURCES LIMITED
(Translation of Registrant's Name into English)
001-40961
(Commission File Number)
1133 Melville Street, Suite 2600, Vancouver, British Columbia, V6E 4E5, Canada
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form 20-F ¨ Form 40-F þ
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): ¨
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): ¨
Exhibit 99.1 to this report, furnished on Form 6-K, is furnished,
not filed, and will not be incorporated by reference into any registration statement filed by the registrant under the Securities Act
of 1933, as amended.
EXHIBIT INDEX
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.
Date: December 18, 2023
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SKEENA RESOURCES LIMITED |
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By: |
/s/ Andrew MacRitchie |
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Andrew MacRitchie |
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Chief Financial Officer |
Exhibit 99.1
Skeena Closes
C$81 Million Financing with Franco-Nevada
Vancouver, BC
(December 18, 2023) Skeena Resources Limited (TSX: SKE, NYSE: SKE) (“Skeena” or the “Company”)
has closed a financing package of C$81 million with Franco-Nevada Corporation (“Franco-Nevada”) to further develop their
100% owned Eskay Creek Gold-Silver Project (“Eskay Creek”) located in the Golden Triangle of Northwest British Columbia.
The C$81 million
financing package consists of the sale of a 1.0% Net Smelter Return (“NSR”) royalty on Eskay Creek for C$56 million and a
C$25 million unsecured Convertible Debenture (the “Debenture”). With this incremental royalty purchase, Franco-Nevada now
holds a 2.5% NSR on all of Skeena’s Eskay Creek properties.
Walter Coles, Skeena’s
Executive Chairman, commented “Securing funding for the advancement of Eskay Creek to production is critical for Skeena. As a management
team and shareholders ourselves, we are striving to minimize shareholder dilution in what is currently an extremely difficult capital
markets environment for mine developers in Canada. To achieve this, we are pursuing less conventional financing pathways that limit the
issuance of straight common equity. At US$2,000/oz gold, this 1% royalty will add about US$20 to Eskay Creek’s very low All In
Sustaining Cost of US$687/oz, which implies that Skeena will still maintain a very substantial profit margin.”
The Debenture will
carry an interest rate of 7% and mature on the earlier of December 19, 2028, or on the completion of a Board approved project financing
for Eskay Creek. The Debenture will be convertible into common shares at a conversion price of C$7.70, representing a 35% conversion
premium to Skeena’s 5-day TSX volume weighted average price. No commissions or financing fees will be paid in respect of this financing
and interest payments will be capitalized and deferred until maturity.
About Skeena
Skeena Resources
Limited is a Canadian mining exploration and development company focused on revitalizing the Eskay Creek and Snip Projects, two past-producing
mines located in Tahltan Territory in the Golden Triangle of northwest British Columbia, Canada. The Company released a Definitive Feasibility
Study for Eskay Creek in November 2023 which highlights an after-tax NPV5% of C$2.0B, 43% IRR, and a 1.2-year payback at US$1,800/oz
Au and US$23/oz Ag.
On behalf of the
Board of Directors of Skeena Resources Limited,
Walter Coles |
Randy Reichert |
Executive Chairman |
President & CEO |
Contact Information
Investor Inquiries:
info@skeenaresources.com
Office Phone: +1
604 684 8725
Company Website:
www.skeenaresources.com
Cautionary note
regarding forward-looking statements
Certain statements
and information contained or incorporated by reference in this press release constitute “forward-looking information” and
“forward-looking statements” within the meaning of applicable Canadian and United States securities legislation (collectively,
“forward-looking statements”). These statements relate to future events or our future performance. The use of words such
as “anticipates”, “believes”, “proposes”, “contemplates”, “generates”, “progressing
towards”, “in search of”, “targets”, “is projected”, “plans to”, “is planned”,
“considers”, “estimates”, “expects”, “is expected”, “often”, “likely”,
“potential” and similar expressions, or statements that certain actions, events or results “may”, “might”,
“will”, “could”, or “would” be taken, achieved, or occur, may identify forward-looking statements.
All statements other than statements of historical fact are forward-looking statements. Specific forward-looking statements contained
herein include, but are not limited to, statements regarding the availability of the contingent payment, the estimated impact of the
royalty on the all in sustaining cost, the ability of Skeena to maintain a substantial profit margin and the ability of the Company to
obtain final TSX approval for the issuance of the Debentures. Such forward-looking statements represent the Company’s management
expectations, estimates and projections regarding future events or circumstances on the date the statements are made, and are necessarily
based on several estimates and assumptions that, while considered reasonable by the Company as of the date hereof, are not guarantees
of future performance. Actual events and results may differ materially from those described herein, and are subject to significant operational,
business, economic, and regulatory risks and uncertainties. The risks and uncertainties that may affect the forward-looking statements
in this news release include, among others: the inherent risks involved in exploration and development of mineral properties, including
permitting and other government approvals; changes in economic conditions, including changes in the price of gold and other key variables;
changes in mine plans, significant legal developments adversely impacting shareholder rights plan generally and other factors, including
accidents, equipment breakdown, bad weather and other project execution delays, many of which are beyond the control of the Company;
environmental risks and unanticipated reclamation expenses; and other risk factors identified in the Company’s MD&A for the
year ended December 31, 2022, its most recently filed interim MD&A, the AIF dated March 22, 2023, the Company’s short
form base shelf prospectus dated January 31, 2023, and in the Company’s other periodic filings with securities and regulatory
authorities in Canada and the United States that are available on SEDAR+ at www.sedarplus.ca or on EDGAR at www.sec.gov.
Readers should
not place undue reliance on such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is
made and the Company does not undertake any obligations to update and/or revise any forward-looking statements except as required by
applicable securities laws.
Non-GAAP Measures
Skeena uses the
indicator “all-in sustaining cost” in this press release which is a non-IFRS financial measure. As this is a non-IFRS performance
measure it does not have a standardized definition prescribed by IFRS, and it may not be comparable to similar measures presented by
other companies. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute
for measures of performance prepared in accordance with IFRS.
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