Skeena Resources (SKE) sells US$750M 8.500% senior secured notes due 2031

Rhea-AI Filing Summary

Skeena Resources Limited completed a major financing by issuing US$750 million aggregate principal amount of 8.500% senior secured notes due 2031. The notes pay interest semi-annually and cannot be called for the first two years.

At the same time, Skeena cancelled and replaced its undrawn US$350 million senior secured loan and the cost overrun facility under its US$200 million gold stream with Orion and affiliates. Because these facilities were undrawn and could be terminated without penalty, the company will not incur cancellation fees.

Insights

Mining sector credit analyst

Skeena raises US$750M in 8.5% secured notes while removing undrawn facilities.

Skeena Resources has closed a sizeable debt financing with US$750 million of 8.500% senior secured notes maturing in 2031. The notes are non-callable for two years and pay semi-annual interest, locking in relatively expensive but stable funding.

In parallel, Skeena cancelled an undrawn US$350 million senior secured loan and a cost overrun facility tied to its US$200 million gold stream with Orion. Because these facilities were undrawn and contractually cancellable without penalty, the company avoids cancellation fees.

This package simplifies the capital structure by replacing contingent loan and stream-based facilities with a single bond instrument. The economic impact will depend on how Skeena deploys the note proceeds, which is not detailed in the provided excerpt.

Key Figures

Senior secured notes Offering: US$750 million aggregate principal Coupon rate: 8.500% Maturity year: 2031 +2 more

5 metrics

Senior secured notes Offering US$750 million aggregate principal 8.500% senior secured notes due 2031

Coupon rate 8.500% Interest rate on senior secured notes

Maturity year 2031 Maturity of the senior secured notes

Cancelled senior secured loan US$350 million Undrawn loan facility cancelled with Orion

Gold stream facility size US$200 million Gold stream with cost overrun facility cancelled

Key Terms

senior secured notes, material change report, gold stream, non-callable, +1 more

5 terms

senior secured notes financial

"Offering of US$750 million aggregate principal amount of 8.500% senior secured notes"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

material change report regulatory

"FORM 51-102F3 MATERIAL CHANGE REPORT Skeena Resources Limited"

A material change report is a public notice that a company must file and share whenever new information or an event is significant enough to likely influence an investor’s decision. Think of it like an urgent update board that tells shareholders about big shifts—such as major deals, leadership changes, sudden losses, or legal issues—so investors can reassess risk and value with the same facts everyone else has.

gold stream financial

"cost overrun facility under its US$200 million gold stream (the “Gold Stream”)"

A gold stream is a contract where an investor or firm pays cash up front to a mining company in exchange for the right to buy a portion of that mine’s future gold at a set, usually below-market, price or to receive a fixed share of production. It matters to investors because it provides miners with immediate funding without issuing traditional debt or equity, while the streamer gains long-term exposure to gold at a predictable cost — a trade-off between lower purchase price and limited upside if gold prices rise sharply.

non-callable financial

"The Notes will mature in 2031 and are non-callable for the first two years"

senior secured loan financial

"cancelled and replaced its undrawn senior secured loan of US$350 million"

A senior secured loan is a type of company loan that has first priority to be repaid and is backed by specific company assets as collateral, so lenders can seize or sell those assets if the borrower defaults. For investors, that priority and collateral make these loans safer than unsecured debt, usually meaning lower interest rates and stronger recovery prospects in a default — similar to how a mortgage has first claim on a house while a credit card does not.

Form 6-K: How Foreign Companies Report to the SEC →

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 April 2026

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

Exhibit 99.1 to this report is incorporated by reference as an additional exhibit to the registrant’s Registration Statement on Form F-10 (File No. 333-285911) and the registrant’s Registration Statement on Form S-8 (File Number 333-278435).

EXHIBIT INDEX

99.1 Material change report dated April 20, 2026.

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: April 20, 2026
	SKEENA RESOURCES LIMITED
	By:	/s/ Andrew MacRitchie
		Andrew MacRitchie
		Chief Financial Officer

Exhibit 99.1

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1: Name and Address of Company

Skeena Resources Limited (the “Company”) 

Suite 2600–1133 Melville Street 

Vancouver, British Columbia

V6E 4E5

Item 2: Date of Material Change

April 10, 2026

Item 3: News Release

A news release describing the material change was disseminated by the Company on April 10, 2026, through the facilities of GlobeNewswire. A copy has been filed under the Company’s profile on SEDAR+ at www.sedarplus.ca.

Item 4: Summary of Material Change

On April 10, 2026, the Company announced that it completed its previously announced offering (the “Offering”) of US$750 million aggregate principal amount of 8.500% senior secured notes (the “Notes”) due 2031.

Item 5: Full Description of Material Change

5.1 Full Description of Material Change

On April 10, 2026, the Company announced that it closed the previously announced Offering of US$750 million aggregate principal amount of the Notes. The Notes will mature in 2031 and are non-callable for the first two years, with semi-annual interest payments.

In connection with the Offering, the Company cancelled and replaced its undrawn senior secured loan of US$350 million and cost overrun facility under its US$200 million gold stream (the “Gold Stream”) with Orion and certain of its affiliates (the “Facilities”). Under the original financing structure, the Company retained the contractual flexibility to terminate both Facilities without penalty. As both Facilities remain undrawn, the Company will not incur cancellation fees for the cancellation.

The Company intends to use the gross proceeds from the sale of the Notes to:

· repurchase 66.67% of the Gold Stream for US$184 million;

·  prefund interest on the Notes for 18 months with US$94 million deposited to an interest reserve account, equal to the first three semi-annual interest payments on the Notes; and

·  support the remaining construction at Eskay Creek through a disbursement account, for general corporate purposes, and for expenses associated with the issuance of the Notes, using the remaining capital of approximately US$470 million.

5.2 Disclosure of Restructuring Transactions

Not applicable

Item 6: Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable

Item 7: Omitted Information

No information has been omitted on the basis that it is confidential information.

Item 8: Executive Officer

The following executive officer of the Company is knowledgeable about the material change disclosed in this report and may be contacted as follows:

Andrew MacRitchie 

Chief Financial Officer 

Tel: (604) 558-7687

Item 9: Date of Report

April 20, 2026

FAQ

What financing did Skeena Resources (SKE) complete in April 2026?

Skeena Resources completed an Offering of US$750 million aggregate principal amount of 8.500% senior secured notes due 2031. The notes provide long-term, fixed-rate funding and were described in a material change report and related news release dated April 10, 2026.

What are the key terms of Skeena Resources’ 8.500% senior secured notes?

The Skeena Resources notes have a principal amount of US$750 million, carry an 8.500% coupon, and mature in 2031. They are non-callable for the first two years and pay interest on a semi-annual schedule, creating predictable interest obligations over the term.

Which existing facilities did Skeena Resources cancel with the note issuance?

In connection with the Offering, Skeena cancelled its undrawn US$350 million senior secured loan and a cost overrun facility under its US$200 million gold stream with Orion and affiliates. These facilities were replaced as part of the new financing structure outlined in the material change report.

Did Skeena Resources incur any fees for cancelling its Orion facilities?

No, Skeena did not incur cancellation fees. Under the original financing structure, the company had flexibility to terminate both the senior secured loan and the gold stream cost overrun facility without penalty, and both facilities were undrawn when they were cancelled.

Where can investors find more details on Skeena Resources’ note Offering?

Details are in a material change report and an April 10, 2026 news release filed on SEDAR+. The 6-K also incorporates the material change report into Skeena’s Form F-10 and Form S-8 registration statements for reference by U.S. investors.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 12.2 KB