Skeena Resources (NYSE: SKE) plans US$750M notes to reshape Eskay Creek funding

Rhea-AI Filing Summary

Skeena Resources plans to offer and sell US$750 million of Senior Secured Notes due 2031 to refinance project funding and restructure its gold stream linked to the Eskay Creek project. The Notes will be guaranteed by subsidiaries and secured by a first‑priority lien on certain assets.

Skeena intends to use about US$184 million of proceeds to buy down its existing US$200 million gold stream, cutting the stream percentage from Eskay Creek production by 66.67%. An estimated US$100 million will fund an interest reserve equal to the first three semi‑annual interest payments, with remaining proceeds directed to an Eskay Creek disbursement account, fees and expenses, and general corporate purposes.

The company also plans to cancel an undrawn US$350 million senior secured term loan and cost over‑run facility under the amended stream agreement once the Notes offering and stream buy‑down close. Skeena states that this refinancing is intended to improve future operating margins, increase exposure to gold prices and production, and enhance overall Eskay Creek project economics, as it advances the fully permitted project toward expected initial production and cash flow in the second quarter of 2027.

Insights

Capital structure and mining finance analyst

Skeena pivots to a large secured notes deal to reshape Eskay Creek financing.

Skeena Resources plans a US$750 million Senior Secured Notes issue due 2031, backed by Eskay Creek–related assets and subsidiary guarantees. This replaces an undrawn US$350 million term loan and cost over‑run facility and rebalances project funding toward bond markets.

Roughly US$184 million will buy down a US$200 million gold stream by 66.67%, increasing future exposure to gold prices and production volumes. Another US$100 million creates an interest reserve covering the first three semi‑annual coupon payments, while the remainder funds project development, fees, and corporate liquidity.

Management states this refinancing is intended to improve operating margins and enhance Eskay Creek economics, but actual impact will depend on final note pricing, covenants, and execution of construction toward targeted initial production and cash flow in the second quarter of 2027. Subsequent disclosures may clarify interest cost and detailed covenant structure.

Key Figures

Senior Secured Notes size: US$750 million aggregate principal amount Gold stream buy-down payment: Approximately US$184 million Interest reserve funding: Estimated US$100 million +4 more

7 metrics

Senior Secured Notes size US$750 million aggregate principal amount Intended offering of Notes due 2031

Gold stream buy-down payment Approximately US$184 million Lump-sum payment to reduce stream percentage

Interest reserve funding Estimated US$100 million Covers first three semi-annual interest payments on Notes

Existing gold stream size US$200 million gold stream Underlying stream to be partially bought down

Stream percentage reduction 66.67% reduction Decrease in stream deliverable from Eskay Creek production

Term loan capacity cancelled US$350 million senior secured term loan Undrawn facility to be cancelled with cost over-run facility

Targeted initial production date Second quarter of 2027 Expected start of Eskay Creek production and cash flow

Key Terms

Senior Secured Notes, gold stream, Stream Buy-Down, Term Loan, +2 more

6 terms

Senior Secured Notes financial

"its intention to offer and sell US$750 million aggregate principal amount of Senior Secured Notes due 2031"

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.

gold stream financial

"the Company’s existing US$200 million gold stream (the “Stream Purchasers”)"

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.

Stream Buy-Down financial

"Skeena intends to use approximately US$184 million of the proceeds from the Offering to fund the Stream Buy-Down"

Term Loan financial

"cancel its existing US$350 million senior secured term loan (the “Term Loan”)"

A term loan is a type of loan that is borrowed for a set period of time, with a fixed schedule for repaying the money, usually in regular payments. It matters to investors because it represents a company's borrowing costs and financial stability; reliable repayment of these loans can indicate strong financial health, while difficulties may signal potential risks.

cost over-run facility financial

"termination of the availability of the stream cost over-run facility and amendments to certain liquidity and reporting covenants"

Regulation S regulatory

"to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

Offering Details

debt offering

Offering

Offering Type debt offering

Use of Proceeds Buy down a US$200 million gold stream, fund an interest reserve, support Eskay Creek project development, pay fees and expenses, and add corporate cash.

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 March 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 [ X ]

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

99.1 A copy of the registrant’s News Release dated March 31, 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.

	SKEENA RESOURCES LIMITED
Date: March 31, 2026	By:	/s/ Andrew MacRitchie
		Andrew MacRitchie
		Chief Financial Officer

EXHIBIT 99.1

Skeena Gold & Silver Announces Proposed USD$750 Million Senior Secured Notes Offering to Refinance Former Project Financing and to Fund Partial Buyback of Existing Gold Stream

VANCOUVER, British Columbia, March 31, 2026 (GLOBE NEWSWIRE) -- Skeena Resources Limited (TSX: SKE, NYSE: SKE) (“Skeena Gold & Silver”, “Skeena” or the “Company”) is pleased to announce its intention to offer and sell US$750 million aggregate principal amount of Senior Secured Notes due 2031 (the “Notes”), subject to market and other conditions (the “Offering”). All references to dollars ($) in this news release are in United States (“US”) dollars.

The Notes will be fully and unconditionally guaranteed by certain of the Company’s subsidiaries relating to its Eskay Creek project and will be secured by a first priority lien on certain of the Company’s and the guarantors’ property, including equity interests, the Segregated Accounts (as defined below) and interests in the Eskay Creek project.

Skeena intends to use approximately US$184 million of the proceeds from the Offering to fund the Stream Buy-Down; an estimated US$100 million to fund an interest reserve account, which is expected to contain an amount equal to the first three semi-annual interest payments due under the Notes; and the remaining proceeds to fund a disbursement account with funds to be used to advance the Eskay Creek project, to pay certain fees and expenses and to add cash to Skeena’s balance sheet for, among other things, general corporate purposes.

Pursuant to an agreement between Skeena and the stream purchasers under the Company’s existing US$200 million gold stream (the “Stream Purchasers”), Skeena intends to buy down the Stream Agreement (as defined below) by making a lump-sum payment of approximately US$184 million to the Stream Purchasers in exchange for a reduction of the stream percentage deliverable from production at the Eskay Creek Project to the Stream Purchasers by 66.67%.

In connection with the Offering and the Stream Buy-Down, the Company has entered into an amended stream agreement (the “Stream Agreement”) with Orion and certain of its affiliates to facilitate the Offering and related transactions. The amendments include, among other things, the termination of the availability of the stream cost over-run facility and amendments to certain liquidity and reporting covenants.

In addition, the Company intends to cancel its existing US$350 million senior secured term loan (the “Term Loan”) and cost over-run facility under the Stream Agreement concurrently with the completion of the Offering and the Stream Buy-Down. The Term Loan and cost over-run facility are currently undrawn, and the Company does not expect to incur any fees in connection with the cancellations. Completion of the Term Loan and cost over-run facility cancellations and Stream Buy-Back are subject to the successful completion of the Offering and each other.

The Offering and use of proceeds therefrom for the related refinancing is intended to improve the Company’s future operating margins, increase its exposure to gold prices and future production, and enhance overall project economics for the Eskay Creek project.

The Notes will be offered and sold in the United States only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Notes will be offered and sold in Canada on a private placement basis pursuant to applicable Canadian prospectus exemptions.

The offer and sale of the Notes have not been and will not be registered under the Securities Act or any state securities laws and the Notes may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any offer or sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Skeena

Skeena is a leading precious metals development company focused on advancing the Eskay Creek Gold-Silver Project in British Columbia’s Golden Triangle. With the Project fully permitted and under construction, the Company is progressing Eskay Creek towards initial production and cash flow in the second quarter of 2027. Once in operation, Eskay Creek is expected to be one of the world’s highest-grade and lowest-cost open-pit precious metals mines, with significant silver by-product production that exceeds the output of many primary silver mines. Skeena is committed to responsible and sustainable mining in partnership with Indigenous communities, while maximizing the value of its mineral resources to generate long-term shareholder returns.

On behalf of the Board of Directors of Skeena Gold & Silver,

Walter Coles
Executive Chairman
Randy Reichert
President & CEO

For further information, please contact:
Galina Meleger
Vice President Investor Relations
E: info@skeenagold.com
T: 604-684-8725

Skeena’s Corporate Head office is located at Suite #2600 – 1133 Melville Street, Vancouver BC V6E 4E5

Cautionary note regarding forward-looking statements
Certain statements and information contained or incorporated by reference in this news 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 forward-looking statements relate to future events or our future performance. The use of words such as “anticipates”, “believes”, “proposes”, “contemplates”, “generates”, “targets”, “is projected”, “is planned”, “considers”, “estimates”, “expects”, “is expected”, “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 relating to the completion and timing of the Offering and the intended use of proceeds from the Offering, including the estimated breakdown of proceeds for the uses described herein, the Company’s plans to complete the Stream Buy-Down and to cancel the Term Loan and cost over-run facility, project development plans and future performance. Such forward-looking statements represent our management’s 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 us 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, risks and uncertainties relating to: general economic conditions and credit availability; actual results of current exploration activities; unanticipated reclamation expenses; changes in project parameters as plans continue to be refined; fluctuations in prices of metals; fluctuations in foreign currency exchange rates; increases in market prices of mining consumables; possible variations in mineral reserves, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labor disputes, title disputes, claims and limitations on insurance coverage and other risks of the mining industry; negotiation of agreements necessary to interconnect infrastructure for mining operations, including delays in reaching an agreement or costs associated with alternatives; delays in obtaining governmental approvals or financing or in the completion of development or construction activities; changes in national and local government regulation of mining operations, tax rules and regulations and political and economic developments in the countries in which we operate; actual resolutions of legal and tax matters; the lack of an established trading market for any securities other than for our common shares; new diseases and epidemics; conflicts in Europe and the Middle East; the geopolitical risks associated with contracting into regions or countries that are potential concentrate customers, including China; negative operating cash flow; variation in our use of net proceeds from the Offering or circumstances that may result in such a change; loss of investment; smelter terms being market dependent and less favorable in the future, negatively affecting project economics; the possible future restriction of export of certain minerals (especially critical minerals) to other jurisdictions, limiting the choice of smelters available to process our material; securities class action litigation; publication of inaccurate or unfavorable research about our business; the difficulty in enforcing U.S. judgments against us; risks relating to the Notes; and a lack of an active trading market for the notes, and other risk factors identified in the Company’s Management’s Discussion and Analysis for the year ended December 31, 2025, the Company’s Annual Information Form dated March 24, 2026, 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. Although we have attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking statements, there may be other factors that cause results to not be as anticipated, estimated or intended. There can be no assurance that such forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking statements. Accordingly, 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. All of the forward-looking statements in this news release are qualified by this cautionary note.

FAQ

What is Skeena Resources (SKE) planning with its US$750 million notes offering?

Skeena Resources intends to issue US$750 million of Senior Secured Notes due 2031. Proceeds will refinance former project funding, reduce its gold stream burden, support Eskay Creek development, cover initial interest payments, and add cash for fees, expenses, and general corporate purposes.

How will Skeena (SKE) use proceeds from the US$750 million Senior Secured Notes?

Skeena plans to allocate about US$184 million to buy down its gold stream by 66.67% and about US$100 million to an interest reserve. Remaining funds will support Eskay Creek project development, pay fees and expenses, and strengthen the company’s balance sheet for general corporate purposes.

What changes is Skeena (SKE) making to its gold stream and term loan financing?

Skeena intends to pay roughly US$184 million to reduce the stream percentage on its existing US$200 million gold stream by 66.67%. It also plans to cancel an undrawn US$350 million senior secured term loan and cost over‑run facility once the notes offering and stream buy‑down are successfully completed.

How is the new Skeena (SKE) notes financing secured and guaranteed?

The Senior Secured Notes will be fully and unconditionally guaranteed by certain Skeena subsidiaries tied to Eskay Creek. They will be secured by a first priority lien over specified company and guarantor assets, including equity interests, segregated accounts, and interests in the Eskay Creek project.

Where and to whom will Skeena (SKE) offer the Senior Secured Notes?

In the United States, Skeena will offer the Notes only to qualified institutional buyers under Rule 144A. Outside the U.S., the Notes will be sold to non‑U.S. persons under Regulation S and in Canada on a private placement basis under applicable prospectus exemptions.

What does Skeena (SKE) expect this refinancing to achieve for Eskay Creek economics?

Skeena states the refinancing and stream buy‑down are intended to improve future operating margins, increase exposure to gold prices and production, and enhance overall Eskay Creek project economics, as the fully permitted project advances toward targeted initial production and cash flow in the second quarter of 2027.

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