6-K
Skeena Resources Ltd (SKE)
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 January 2023
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| SKEENA RESOURCES LIMITED |
| (Translation of Registrant's Name into English) |
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| | 001-40961 | |
| | (Commission File Number) | |
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| 1021 West Hastings Street, Suite 650, Vancouver, British Columbia, V6E 0C3, 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☑
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
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| 99.1 | Material Change Report |
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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: January 9, 2023
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” or “Skeena”) Suite 650 – 1021 West Hastings St. Vancouver, BC V6E 0C3 Telephone: (604) 684-8725
**Item 2.**Date of Material Change
December 30, 2022.
**Item 3.**News Release
The news release announcing the material change was issued at Vancouver, British Columbia on January 3, 2023 and was disseminated via Accesswire and was filed on SEDAR.
**Item 4.**Summary of Material Change
On December 30, 2022, the Company closed a royalty sale (the “Royalty Transaction”) with Franco-Nevada Corporation (“Franco-Nevada”) pursuant to which the Company granted a 0.5% net smelter return (“NSR”) on the Eskay Creek gold-silver Project located in the Golden Triangle of British Columbia (“Eskay Creek”), for a payment of C$27 million from Franco-Nevada at closing and contingent cash consideration of C$1.5 million.
**Item 5.**Full Description of Material Change
On January 3, 2023, the Company announced that, on December 30, 2022, it had closed the Royalty Transaction with Franco-Nevada pursuant to which the Company granted a 0.5% NSR on Eskay Creek in exchange for a closing cash payment of C$27 million and the possible future payment of contingent cash consideration of C$1.5 million. Skeena repurchased this 0.5% NSR from Barrick Gold Corporation after it was initially granted in connection with the acquisition of Eskay Creek.
The Royalty Transaction was signed and closed concurrently on December 30, 2022. In connection with this transaction, Skeena terminated Franco-Nevada’s right of first refusal to purchase a 0.5% NSR on Eskay Creek, which right was granted to Franco-Nevada on December 24, 2021.
**Item 6.**Reliance on subsection 7.1(2) of National Instrument 51-102
Not Applicable.
**Item 7.**Omitted Information
Not Applicable.
**Item 8.**Executive Officer
Andrew MacRitchie, CFO, Tel No: 604-684-8725
**Item 9.**Date of Report
Dated at Vancouver, BC, this 6^th^day of January, 2023.