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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