6-K
Skeena Resources Ltd (SKE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2025
SKEENA RESOURCES LIMITED
(Translation of Registrant’s Name intoEnglish)
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
DOCUMENTS INCLUDED AS PART OF THIS FORM 6-K
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 October 9, 2025. |
|---|
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 | ||
|---|---|---|
| By: | /s/ Andrew MacRitchie | |
| Name: | Andrew MacRitchie | |
| Title: | Chief Financial Officer |
Date: October 9, 2025
Exhibit 99.1
Form 51-102F3
MATERIAL CHANGE REPORT
| Item 1. | Name and Address of Reporting Issuer |
|---|---|
| Skeena Resources Limited (the “Company”) | |
| --- | |
| Suite 2600-1133 Melville Street. | |
| Vancouver, British Columbia | |
| V6E 4E5 | |
| Item 2. | Date of Material Change |
| --- | --- |
| October 1, 2025 and October 8, 2025 | |
| --- | |
| Item 3. | News Release |
| --- | --- |
| News releases describing the material changes were disseminated by the Company on October 1, 2025 and October 8, 2025 through<br>Global Newswire and copies were subsequently filed on SEDAR+. | |
| --- | |
| Item 4. | Summary of Material Change |
| --- | --- |
| On October 1, 2025, the Company announced it had entered into an agreement with a syndicate of underwriters led by BMO Capital Markets<br>(the “Underwriters”), pursuant to which the Underwriters agreed to purchase, on a bought deal basis, 5,210,000 common<br>shares of the Company (the “Common Shares”), at a price of C$24.00 per Common Share (the “Offering Price”)<br>for aggregate gross proceeds of approximately C$125 million (the “Offering”). | |
| --- | |
| The Company granted the Underwriters an over-allotment option (the “Over-Allotment Option”), exercisable in whole<br>or in part, at any time until and including the date which is 30 days following the closing of the Offering, to purchase up to an additional<br>781,500 Common Shares (the “Over-Allotment Shares”) at the Offering Price. | |
| --- | |
| On October 8, 2025, the Company announced it had closed the Offering of 5,991,500 Common Shares at the Offering Price, for aggregate<br>gross proceeds of C$143,796,000. The Underwriters exercised the Over-Allotment Option in full. | |
| --- | |
| Item 5. | Full Description of Material Change |
| --- | --- |
| 5.1 | Full Description of Material Change |
| --- | --- |
| On October 1, 2025, the Company announced it had entered into an agreement with the Underwriters, pursuant to which the Underwriters<br>agreed to purchase, on a bought deal basis, 5,210,000 Common Shares, at a price of C$24.00 per Common Share for aggregate gross proceeds<br>of approximately C$125 million. | |
| --- | |
| The Company granted the Underwriters the Over-Allotment Option, exercisable in whole or in part, at any time until and including the<br>date which is 30 days following the closing of the Offering, to purchase up to an additional 781,500 Over-Allotment Shares at the Offering<br>Price. | |
| --- | |
| The proceeds raised from the sales of the Common Shares will be used for continued advancement of the Company’s Eskay Creek gold-silver<br>project and for general corporate purposes. | |
| --- | |
| On October 8, 2025, the Company announced it had closed the Offering of 5,991,500 Common Shares at the Offering Price, for aggregate<br>gross proceeds of C$143,796,000. The Underwriters exercised the Over-Allotment Option in full. | |
| --- | |
| The Common Shares and Over-Allotment Shares (together, the “Offered Shares”) were offered by way of prospectus supplement<br>to the Company’s base shelf prospectus (the “Base Shelf Prospectus”) in all of the provinces of Canada, excluding<br>Quebec. The Offered Shares were also offered by way of a U.S. prospectus supplement to the Company’s registration statement on<br>Form F-10 (including the Base Shelf Prospectus) in the United States. | |
| --- | |
| 5.2 | Disclosure for Restructuring Transaction |
| --- | --- |
| Not applicable. | |
| --- | |
| Item 6. | Reliance on subsection 7.1(2) 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 name and business number of the executive officer of the Company who is knowledgeable of the material change and this report is: | |
| --- | |
| Andrew MacRitchie | |
| --- | |
| Chief Financial Officer | |
| Tel: (604)-558-7687 | |
| Item 9. | Date of Report |
| --- | --- |
| October 9, 2025 | |
| --- |