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 May 2025
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☑
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): ☐
Exhibits 99.1, 99.2 and 99.3 to this report, furnished on Form 6-K, are 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.
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: May 15, 2025
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SKEENA RESOURCES LIMITED |
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By: |
/s/ Andrew MacRitchie |
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Andrew MacRitchie |
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Chief Financial Officer |
Exhibit 99.1
Skeena Gold & Silver Reports Q1 2025 Financial Results
Vancouver, BC (May 15, 2025) Skeena Resources Limited (TSX: SKE, NYSE: SKE) (“Skeena Gold & Silver”, “Skeena” or the “Company”) reports interim financial results for the quarter ended March 31, 2025. The interim financial statements and management’s discussion and analysis (“MD&A”) are available on Skeena’s website and have been posted under the Company’s profile on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.
About Skeena
Skeena is a leading precious metals developer that is focused on advancing the Eskay Creek Gold-Silver Project – a past producing mine located in the renowned Golden Triangle in British Columbia, Canada. Eskay Creek will be one of the highest-grade and lowest cost open-pit precious metals mines in the world, with substantial silver by-product production that surpasses many primary silver mines. Skeena is committed to sustainable mining practices and maximizing the potential of its mineral resources. In partnership with the Tahltan Nation, Skeena strives to foster positive relationships with Indigenous communities while delivering long-term value and sustainable growth for its stakeholders.
On behalf of the Board of Directors of Skeena Gold & Silver,
Walter Coles |
Randy Reichert |
Executive Chairman |
President & CEO |
For further information, please contact:
Galina Meleger
Vice President Investor Relations
E: info@skeenagold.com
T: 604-684-8725
W: www.skeenagoldsilver.com
X / Facebook / LinkedIn / Instagram
Skeena’s Corporate Head office is located at Suite #2600 – 1133 Melville Street, Vancouver BC V6E 4E5
Qualified Persons
In accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects, Paul Geddes, P.Geo., Senior Vice President, Exploration & Resource Development, is the Qualified Person for the Company and has prepared, validated, and approved the technical and scientific statements and information contained or incorporated by reference in the news release. The Company strictly adheres to CIM Best Practices Guidelines in conducting, documenting, and reporting the exploration activities on its projects.
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 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,
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Skeena Gold + Silver |
TSX: SKE | NYSE: SKE |
1 |
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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 regarding the progress of development at Eskay, including the construction budget, schedule and required funding in respect thereof; the timing for and the Company's progress towards commencement of commercial production; the Company's capital structure; the Company's ability to buy back the gold stream in the future; amounts drawn and the timing of and completion of conditions precedent in respect of the Senior Secured Loan, gold stream agreement, additional equity investment and the cost over-run facility, the availability of the Senior Secured Loan as a source of future liquidity; statements regarding the anticipated timing of receipt of the Environmental Assessment certificate in Q4 2025; and the results of the Definitive Feasibility Study, processing capacity of the mine, anticipated mine life, probable reserves, estimated project capital and operating costs, sustaining costs, results of test work and studies, planned environmental assessments, the future price of metals, metal concentrate, and future exploration and development. Such forward-looking statements are based on material factors and/or assumptions which include, but are not limited to, the estimation of mineral resources and reserves, the realization of resource and reserve estimates, metal prices, taxation, the estimation, timing and amount of future exploration and development, capital and operating costs, the availability of financing, the receipt of regulatory approvals, environmental risks, title disputes and the assumptions set forth herein and in the Company’s MD&A for the year ended December 31, 2024, its most recently filed interim MD&A, and the Company’s Annual Information Form (“AIF”) dated March 31, 2025. Such forward-looking statements represent the Company’s management 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 the Company 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: the inherent risks involved in exploration and development of mineral properties, including permitting and other government approvals; changes in economic conditions, including changes in the price of gold and other key variables; changes in mine plans and other factors, including accidents, equipment breakdown, bad weather and other project execution delays, many of which are beyond the control of the Company; environmental risks and unanticipated reclamation expenses; and other risk factors identified in the Company’s MD&A for the year ended December 31, 2024, its most recently filed interim MD&A, the AIF dated March 31, 2025, the Company’s short form base shelf prospectus dated March 19, 2025, 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.
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.
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Skeena Gold + Silver |
TSX: SKE | NYSE: SKE |
2 |
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Condensed
Interim
Consolidated
Financial
Statements
THREE MONTHS ENDED MARCH 31, 2025 AND 2024
Exhibit 99.2
SKEENA RESOURCES LIMITED
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Unaudited - expressed in thousands of Canadian dollars)
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Note |
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March 31, 2025 |
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December 31, 2024 |
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ASSETS |
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Current |
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Cash and cash equivalents |
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$ |
97,989 |
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$ |
96,941 |
Marketable securities |
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5 |
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11,719 |
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|
949 |
Receivables |
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1,618 |
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2,351 |
Other |
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1,317 |
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698 |
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112,643 |
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100,939 |
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Deposits |
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12,333 |
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5,083 |
Exploration and evaluation interests |
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5 |
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17,581 |
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18,662 |
Mineral property, plant and equipment |
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6 |
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185,149 |
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144,220 |
Other |
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7 |
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6,497 |
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5,487 |
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Total assets |
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$ |
334,203 |
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$ |
274,391 |
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LIABILITIES |
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Current |
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Accounts payable and accrued liabilities |
|
11 |
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$ |
31,233 |
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$ |
57,285 |
Current portion of lease liabilities |
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4,654 |
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6,303 |
Flow-through share premium liability |
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4,8 |
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6,445 |
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5,708 |
Other |
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|
931 |
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721 |
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43,263 |
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70,017 |
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Lease liabilities |
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11,591 |
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7,230 |
Derivative liability |
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7 |
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94,096 |
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63,886 |
Provision for closure and reclamation |
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41,121 |
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38,499 |
Deferred tax liability |
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10 |
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4,748 |
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— |
Other |
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3,908 |
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4,146 |
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Total liabilities |
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198,727 |
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183,778 |
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SHAREHOLDERS’ EQUITY |
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Capital stock |
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8 |
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754,721 |
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670,126 |
Commitment to issue shares |
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250 |
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250 |
Reserves |
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45,862 |
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47,346 |
Deficit |
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(665,357) |
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(627,109) |
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Total shareholders’ equity |
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135,476 |
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90,613 |
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Total liabilities and shareholders’ equity |
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$ |
334,203 |
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$ |
274,391 |
COMMITMENTS (NOTE 4 AND 8)
CONTINGENCIES (NOTE 12)
SUBSEQUENT EVENTS (NOTE 12 AND 13)
On behalf of the Board of Directors:
signed "Craig Parry" |
signed "Suki Gill" |
Director |
Director |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Consolidated 2025 Financial Statements |
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2 |
SKEENA RESOURCES LIMITED
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
(Unaudited - expressed in thousands of Canadian dollars, except share and per share amounts)
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Three months ended |
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Three months ended |
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Note |
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March 31, 2025 |
|
March 31, 2024 |
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General and administration expenses |
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Administrative compensation |
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11 |
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$ |
1,643 |
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1,274 |
Communications |
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|
491 |
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|
505 |
Depreciation |
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205 |
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228 |
Office, insurance and general |
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1,132 |
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|
1,044 |
Professional fees and consulting |
|
11 |
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1,256 |
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|
860 |
Share-based payments |
|
8,11 |
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4,196 |
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3,001 |
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8,923 |
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6,912 |
|
|
|
|
|
|
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Accretion of provision for closure and reclamation |
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|
|
|
144 |
|
|
49 |
Change in fair value of convertible debenture |
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— |
|
|
1,180 |
Change in fair value of derivative liability |
|
7 |
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|
30,210 |
|
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— |
Exploration and evaluation |
|
|
|
|
1,570 |
|
|
20,047 |
Flow-through share premium recovery |
|
4 |
|
|
(6,466) |
|
|
(329) |
Gain on sale of exploration and evaluation interests |
|
5 |
|
|
(3,216) |
|
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— |
Interest and finance fee expense |
|
|
|
|
902 |
|
|
194 |
Interest income |
|
|
|
|
(664) |
|
|
(1,002) |
Loss on marketable securities |
|
|
|
|
1,290 |
|
|
147 |
Other |
|
|
|
|
807 |
|
|
220 |
Loss before income tax |
|
|
|
|
33,500 |
|
|
27,418 |
Deferred tax |
|
10 |
|
|
4,748 |
|
|
— |
Loss and comprehensive loss for the period |
|
|
|
$ |
38,248 |
|
$ |
27,418 |
|
|
|
|
|
|
|
|
|
Loss per share – basic and diluted |
|
|
|
$ |
(0.36) |
|
$ |
(0.30) |
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding – basic and diluted |
|
|
|
|
106,255,805 |
|
|
90,316,753 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Consolidated 2025 Financial Statements |
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3 |
SKEENA RESOURCES LIMITED
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited - expressed in thousands of Canadian dollars, except shares)
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Total |
|||
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|
Capital Stock |
|
Commitment to |
|
Reserves |
|
|
|
|
Shareholders’ |
||||||
|
|
(Note 8) |
|
Issue Shares |
|
(Note 8) |
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Deficit |
|
Equity |
|||||||
|
|
Shares |
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
||
Balance December 31, 2023 |
|
90,296,093 |
|
$ |
552,397 |
|
$ |
750 |
|
$ |
48,299 |
|
$ |
(476,911) |
|
$ |
124,535 |
Exercise of options |
|
20,834 |
|
|
132 |
|
|
— |
|
|
(41) |
|
|
— |
|
|
91 |
Vesting of restricted share units |
|
48,334 |
|
|
352 |
|
|
— |
|
|
(352) |
|
|
— |
|
|
— |
Share-based payments |
|
— |
|
|
— |
|
|
— |
|
|
4,284 |
|
|
— |
|
|
4,284 |
Loss for the period |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(27,418) |
|
|
(27,418) |
Balance March 31, 2024 |
|
90,365,261 |
|
|
552,881 |
|
|
750 |
|
|
52,190 |
|
|
(504,329) |
|
|
101,492 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2024 |
|
107,623,077 |
|
$ |
670,126 |
|
$ |
250 |
|
$ |
47,346 |
|
$ |
(627,109) |
$ |
|
90,613 |
Bought deal offering |
|
5,520,000 |
|
|
88,347 |
|
|
— |
|
|
— |
|
|
— |
|
|
88,347 |
Exercise of options |
|
368,285 |
|
|
3,530 |
|
|
— |
|
|
(1,166) |
|
|
— |
|
|
2,364 |
Vesting of restricted share units |
|
435,292 |
|
|
3,087 |
|
|
— |
|
|
(3,087) |
|
|
— |
|
|
— |
Vesting of performance share units |
|
385,004 |
|
|
2,325 |
|
|
— |
|
|
(2,325) |
|
|
— |
|
|
— |
Share issue costs |
|
— |
|
|
(5,491) |
|
|
— |
|
|
— |
|
|
— |
|
|
(5,491) |
Flow-through share premium |
|
— |
|
|
(7,203) |
|
|
— |
|
|
— |
|
|
— |
|
|
(7,203) |
Share-based payments |
|
— |
|
|
— |
|
|
— |
|
|
5,094 |
|
|
— |
|
|
5,094 |
Loss for the period |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(38,248) |
|
|
(38,248) |
Balance March 31, 2025 |
|
114,331,658 |
|
$ |
754,721 |
|
$ |
250 |
|
$ |
45,862 |
|
$ |
(665,357) |
|
$ |
135,476 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Consolidated 2025 Financial Statements |
|
4 |
SKEENA RESOURCES LIMITED
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited - expressed in thousands of Canadian dollars)
|
|
|
|
Three months ended |
|
Three months ended |
||
|
|
Note |
|
March 31, 2025 |
|
March 31, 2024 |
||
OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
Loss for the period |
|
|
|
$ |
(38,248) |
|
$ |
(27,418) |
Items not affecting cash |
|
|
|
|
|
|
|
|
Accretion of provision for closure and reclamation |
|
|
|
|
144 |
|
|
49 |
Change in fair value of convertible debenture |
|
|
|
|
— |
|
|
1,180 |
Change in fair value of derivative liability |
|
7 |
|
|
30,210 |
|
|
— |
Deferred tax |
|
|
|
|
4,748 |
|
|
— |
Depreciation |
|
|
|
|
420 |
|
|
752 |
Flow-through share premium recovery |
|
|
|
|
(6,466) |
|
|
(329) |
Gain on sale of exploration and evaluation interests |
|
5 |
|
|
(3,216) |
|
|
— |
Interest and finance fee expense |
|
|
|
|
902 |
|
|
194 |
Interest and finance fee in exploration and evaluation expense |
|
|
|
|
— |
|
|
48 |
Loss on marketable securities |
|
|
|
|
1,290 |
|
|
147 |
Share-based payments |
|
8 |
|
|
4,368 |
|
|
4,079 |
Unrealized foreign exchange gain |
|
|
|
|
(186) |
|
|
— |
Other |
|
|
|
|
805 |
|
|
190 |
Changes in non-cash operating working capital |
|
|
|
|
|
|
|
|
Receivables |
|
|
|
|
733 |
|
|
1,693 |
Other |
|
|
|
|
(495) |
|
|
497 |
Accounts payable and accrued liabilities |
|
|
|
|
(32,023) |
|
|
(4,299) |
Net cash used in operating activities |
|
|
|
|
(37,014) |
|
|
(23,217) |
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
Purchase of marketable securities |
|
5 |
|
|
(7,500) |
|
|
— |
Proceeds from sale of marketable securities |
|
|
|
|
— |
|
|
38 |
Deposits paid |
|
|
|
|
(7,441) |
|
|
(5,976) |
Exploration and evaluation asset expenditures |
|
|
|
|
— |
|
|
(787) |
Additions to mineral property, plant and equipment |
|
6 |
|
|
(29,023) |
|
|
(1,673) |
Sublease payments received |
|
|
|
|
62 |
|
|
— |
Net cash used in investing activities |
|
|
|
|
(43,902) |
|
|
(8,398) |
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Lease payments |
|
|
|
|
(2,975) |
|
|
(419) |
Finance fee |
|
|
|
|
(710) |
|
|
— |
Proceeds from bought deal financing |
|
8 |
|
|
88,347 |
|
|
— |
Proceeds from option exercises |
|
8 |
|
|
2,364 |
|
|
91 |
Share issue costs |
|
8 |
|
|
(5,079) |
|
|
(85) |
Other |
|
|
|
|
(46) |
|
|
(51) |
Net cash provided by (used in) financing activities |
|
|
|
|
81,901 |
|
|
(464) |
|
|
|
|
|
|
|
|
|
Effect of foreign exchange rates on cash and cash equivalents |
|
|
|
|
63 |
|
|
— |
|
|
|
|
|
|
|
|
|
Change in cash and cash equivalents during the period |
|
|
|
|
1,048 |
|
|
(32,079) |
Cash and cash equivalents, beginning of the period |
|
|
|
|
96,941 |
|
|
91,135 |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of the period |
|
|
|
$ |
97,989 |
|
$ |
59,056 |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents are comprised of: |
|
|
|
|
|
|
|
|
Cash |
|
|
|
$ |
97,517 |
|
$ |
7,888 |
Cash equivalents |
|
|
|
|
472 |
|
|
51,168 |
Cash and cash equivalents |
|
|
|
$ |
97,989 |
|
$ |
59,056 |
SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS (NOTE 9)
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Consolidated 2025 Financial Statements |
|
5 |
1. |
Nature of Operations |
Skeena Resources Limited (“Skeena” or the “Company”) is incorporated under the laws of the province of British Columbia, Canada. The Company is a mining company in development stage focusing on the construction and development of the Eskay Creek project (“Eskay” or “Eskay Project”) in British Columbia. The Company’s corporate office is located at 2600 – 1133 Melville Street, Vancouver, British Columbia, V6E 4E5. The Company’s stock is trading on the Toronto Stock Exchange (“TSX”) and New York Stock Exchange under the ticker symbol “SKE”, and on the German stock exchanges under the ticker symbol “RXF”.
On June 24, 2024, the Company entered into binding agreements with Orion Resource Partners (“Orion”) with respect to a Project Financing Package for the development and construction of the Eskay Project. The Project Financing Package is comprised of private placements, a Gold Stream, and a Senior Secured Term Loan facility (Note 7).
As long as the Company meets the conditions precedent to the Gold Stream and Senior Secured Term Loan, the Company anticipates that proceeds from the Project Financing Package will be sufficient to fund its capital requirements up to the commencement of commercial production at Eskay, which Management currently anticipate will be in 2027. Should the Company not be able to draw from these facilities, or in the event these facilities are insufficient to complete construction and commissioning of the mine, the Company will need to secure additional financing. In the longer term, the Company’s ability to continue as going concern is dependent upon successful execution of its business plan, including bringing the Eskay Creek project to profitable operation.
2. |
Basis of Presentation |
Statement of compliance
These interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting (“IAS 34”) as issued by the International Accounting Standards Board (“IASB”). They do not include all of the information and footnotes required for annual financial statements prepared using International Financial Reporting Standards (“IFRS”) and should be read in conjunction with the Company’s audited consolidated financial statements as at and for the year ended December 31, 2024.
The accounting policies applied in the preparation of these interim consolidated financial statements are consistent with those applied and disclosed in the Company’s audited annual consolidated financial statements as at and for the year ended December 31, 2024.
The Board of Directors approved these interim consolidated financial statements for issuance on May 15, 2025.
Basis of measurement
These interim consolidated financial statements have been prepared on historical cost basis, except for certain financial instruments that are measured at fair value.
The interim consolidated financial statements are presented in Canadian dollars, and tabular values are rounded to the nearest thousand.
Consolidated 2025 Financial Statements |
|
6 |
2. |
Basis of Presentation (continued) |
Significant accounting estimates and judgments
The preparation of these interim consolidated financial statements requires Management to make estimates and judgments that affect the reported amounts of assets and liabilities at the date of the interim consolidated financial statements and reported amounts of expenses during the reporting periods. Actual outcomes could differ from these estimates and judgments, which, by their nature, are uncertain. Significant judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty are the same as those that applied to the annual consolidated financial statements as at and for the year ended December 31, 2024.
3. |
New Standards, Amendments and Interpretations |
New standards and interpretations not yet adopted in 2025
IFRS 18: Presentation and Disclosure of Financial Statements
On April 9, 2024, the IASB issued IFRS 18, Presentation and Disclosure in Financial Statements (“IFRS 18”), to improve reporting of financial performance. IFRS 18 replaces IAS 1, Presentation of Financial Statements (“IAS 1”). IFRS 18 carries forward many of the requirements of IAS 1 but introduces significant changes to the structure of a company’s statement of income (loss).
The standard is applicable for annual reporting periods beginning on or after January 1, 2027, with earlier adoption permitted. The Company is currently evaluating the impact of the adoption of the standard.
4. |
Financial Instruments and Risk Management |
The carrying values of the Company’s financial instruments are as follows:
In $000s |
|
Category |
|
March 31, 2025 |
|
December 31, 2024 |
||
Cash and cash equivalents |
|
Amortized cost |
|
$ |
97,989 |
|
$ |
96,941 |
Marketable securities |
|
Fair value through profit or loss |
|
$ |
11,719 |
|
$ |
949 |
Receivables |
|
Amortized cost |
|
$ |
20 |
|
$ |
45 |
Deposits |
|
Amortized cost |
|
$ |
12,333 |
|
$ |
5,083 |
Accounts payable |
|
Amortized cost |
|
$ |
19,378 |
|
$ |
49,259 |
Derivative liability |
|
Fair value through profit or loss |
|
$ |
94,096 |
|
$ |
63,886 |
Other liabilities |
|
Amortized cost |
|
$ |
4,839 |
|
$ |
4,867 |
For financial assets and financial liabilities at amortized cost, the fair value at initial recognition is determined in accordance with generally accepted pricing models based on discounted cash flow analysis or using prices from observable current market transactions. The fair value of the Company’s cash and cash equivalents, receivables, deposits, accounts payable and other liabilities approximate their carrying amounts due to the short-term maturities of these instruments and/or the rate of interest being received or charged.
Consolidated 2025 Financial Statements |
|
7 |
4. |
Financial Instruments and Risk Management (continued) |
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:
Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – Valuation techniques using inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 – Valuation techniques using inputs for the asset or liability that are not based on observable market data.
The carrying value of the Company’s marketable securities is based on the quoted market price of the shares in the publicly traded company to which the investment relates (Level 1).
The fair value of the derivative liability relates to the gold stream entered into with Orion (Note 7) is based on the Company's forecast of the timing of receipt of the US$200,000,000 facility, the assumption that the US$100,000,000 cost over-run facility will not be utilized, the Company's forecasts of the Eskay Creek project completion date and gold production schedule, gold prices including their volatility, and the anticipated credit spreads of the Company and Orion (Level 3). The fair value of the Gold Stream derivative liability is calculated using a Monte-Carlo simulation as the value of the Gold Stream is linked to the gold price and the Company has an option to reduce the gold stream percentage. The following assumptions were utilized:
|
|
March 31, 2025 |
|
December 31, 2024 |
||||
Gold spot price (USD per ounce) |
|
$ |
3,120 |
|
|
$ |
2,611 |
|
Gold price implied volatility1 |
|
|
17.07 |
% |
|
|
15.17 |
% |
Credit spread of the Company |
|
|
17.20 |
% |
|
|
16.42 |
% |
Credit spread of Orion2 |
|
|
0.66 |
% |
|
|
0.53 |
% |
(1) | Estimate based on a Chicago Mercantile Exchange (CME) gold traded option with the closest maturity to the Gold Stream. |
(2) | As it is a private investment entity, Orion’s credit spread is estimated based on the average option-adjusted spreads of selected constituents from the ICE BoA US Finance and Investment index with the term to maturity matching the future drawdown dates of the Gold Stream on each of the calculation dates. |
The Company’s risk exposure and the impact on the Company’s financial instruments are summarized below:
Credit risk
Credit risk is the risk of an unexpected loss if a counterparty to a financial instrument fails to meet its contractual obligations. The Company's credit risk is primarily attributable to its cash and cash equivalents, receivables and deposits totaling $110,342,000 (December 31, 2024 – $102,069,000). The Company limits its exposure to credit risk by dealing with high credit quality counterparties. The Company's cash and cash equivalents are primarily held at large credit worthy Canadian financial institutions. The Company’s deposits are primarily held by large and reputable vendors.
Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices. Market risk consists of interest rate risk, currency risk and other price risk.
Consolidated 2025 Financial Statements |
|
8 |
4. |
Financial Instruments and Risk Management (continued) |
Market risk (continued)
● | Interest rate risk |
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk with respect to interest earned on cash and cash equivalents. Based on the balances of cash and cash equivalents at March 31, 2025, a 1% increase (decrease) in interest rates at March 31, 2025 would have decreased (increased) net loss before tax by $951,000. Once draws are made on the Senior Secured Term Loan facility, the Company will be exposed to interest rate risk on loan obligations that bear interest at a floating rate.
The Company is also exposed to credit spread risk on the Gold Stream derivative liability, being the risk that the fair value of the financial instrument will fluctuate because of changes in the Company's credit spread. An increase of 100 basis points in credit spread at March 31, 2025 would have decreased net loss before tax by $11,764,000. Conversely, a decrease of 100 basis points would have increased net loss before tax by $12,194,000.
The Company does not use derivative instruments to reduce its exposure to interest rate risk.
● | Currency risk |
Currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The functional currency of the Company is the Canadian dollar. The carrying amounts of financial assets and liabilities denominated in currencies other than the Canadian dollar are subject to fluctuations in the underlying foreign currency exchange rates and gains and losses on such items are included as a component of net loss for the period. At March 31, 2025, the Company has US$14,706,000 of cash and cash equivalents, and US$1,539,000 and CHF40,000 in accounts payable. Once draws are made on the Senior Secured Term Loan facility, the Company will be exposed to foreign exchange risk with respect to foreign denominated loan obligations as the future cash repayments of the Company’s loan obligations, measured in Canadian dollars, being the Company’s functional currency, will fluctuate because of changes in the US dollar exchange rate. The Company is exposed to foreign exchange risk on the Gold Stream derivative liability. The Company does not currently use derivative instruments to reduce its exposure to foreign exchange risk. Based on balances of these instruments and commitments at March 31, 2025, a 1% increase (decrease) in foreign exchange rates at March 31, 2025 would have decreased (increased) net loss before tax by $1,085,000.
● | Other price risk |
Other price risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because of changes in market prices, other than interest rate risk or currency risk. At March 31, 2025, the Company held investments in marketable securities which are measured at fair value. The fair values of investments in marketable securities are based on the closing share price of the securities at the reporting date. A 10% decrease in the share price of the Company’s marketable securities at March 31, 2025 would have resulted in a $1,172,000 decrease to the carrying value of the Company’s marketable securities and an increase of the same amount to the Company’s unrealized loss on marketable securities. The Company is also exposed to gold price risk on the Gold Stream derivative liability, being the risk that the fair value of future cash flows of the financial instrument will fluctuate because of changes in market gold prices. The Company does not use derivative instruments to reduce its exposure to gold price risk. A 5% increase in the forward gold price curve at March 31, 2025 would have increased net loss before tax by $7,836,000. Conversely, a 5% decrease would have decreased net loss before tax by $8,387,000.
Consolidated 2025 Financial Statements |
|
9 |
4. |
Financial Instruments and Risk Management (continued) |
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its obligations as they become due. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient cash to meet liabilities when due. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. Management and the Board of Directors are actively involved in the review, planning and approval of significant expenditures and commitments.
The undiscounted financial liabilities and commitments as of March 31, 2025 will mature as follows:
|
|
Less than |
|
|
|
Greater than |
|
|
||||
In $000s |
|
1 year |
|
1-5 years |
|
5 years |
|
Total |
||||
Accounts payable |
|
$ |
19,378 |
|
$ |
— |
|
$ |
— |
|
$ |
19,378 |
Commitments to spend on development1 |
|
|
35,778 |
|
|
— |
|
|
— |
|
|
35,778 |
Reclamation and mine closure |
|
|
72 |
|
|
419 |
|
|
72,259 |
|
|
72,750 |
Leases2 |
|
|
7,246 |
|
|
13,460 |
|
|
14,946 |
|
|
35,652 |
Other liabilities |
|
|
1,345 |
|
|
4,442 |
|
|
— |
|
|
5,787 |
Contractual obligations |
|
|
46,407 |
|
|
— |
|
|
— |
|
|
46,407 |
Total |
|
$ |
110,226 |
3 |
$ |
18,321 |
|
$ |
87,205 |
|
$ |
215,752 |
(1) | Amounts represent commitments to spend on qualifying Canadian Development Expenses (“CDE”) as defined in Canadian Income Tax Act. The Company issued flow-through common shares during the year ended December 31, 2024 and, as a result, the Company is required to spend $72,428,000 in CDE prior to December 31, 2025. The Company also issued $39,984,000 in flow-through common shares in February 2025 (“February 2025 FT Common Shares”) and, as a result, the Company is required to spend $39,984,000 in CDE by December 31, 2025. The issuance of February 2025 FT Common Shares resulted in flow-through share premium liability of $7,203,000. As of March 31, 2025, the Company spent $32,745,000 in CDE, resulting in flow-through share premium recovery of $6,466,000. |
(2) | Including non-lease components such as common area maintenance and other costs. |
(3) | As of March 31, 2025, the Company has cash and cash equivalents of $97,989,000. Proceeds from Gold Stream of US$50,000,000 are expected to be received between April 1, 2025 and October 31, 2025 (Note 7). |
Following receipt of proceeds from the Gold Stream, the Company’s gold production from the Eskay Project is subject to the terms of the Gold Stream.
5. |
Transactions with TDG Gold Corp. |
In February 2025, the Company sold one of its exploration properties, the Sofia Property, to TDG Gold Corp. (“TDG”) for 8,000,000 common shares of TDG, resulting in a gain of $3,216,000. The Company also acquired 15,000,000 common shares of TDG for $7,500,000.
Consolidated 2025 Financial Statements |
|
10 |
6. |
Mineral Property, Plant and Equipment |
In $000s |
|
Mineral Property |
|
Construction-In-Progress |
|
Vehicles and Equipment |
|
Camp |
|
Right-of-Use Assets |
|
Other |
|
Total |
|||||||
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2023 |
|
$ |
— |
|
$ |
— |
|
$ |
4,923 |
|
$ |
21,047 |
|
$ |
11,348 |
|
$ |
2,692 |
|
$ |
40,010 |
Additions |
|
|
— |
|
|
— |
|
|
3,250 |
|
|
117 |
|
|
14,093 |
|
|
18 |
|
|
17,478 |
Transfer on purchase |
|
|
— |
|
|
— |
|
|
2,492 |
|
|
— |
|
|
(3,000) |
|
|
— |
|
|
(508) |
Transfer from E&E assets on transition to development stage |
|
|
57,063 |
|
|
46,942 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
104,005 |
Derecognition |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(2,479) |
|
|
— |
|
|
(2,479) |
Balance, December 31, 2024 |
|
$ |
57,063 |
|
$ |
46,942 |
|
$ |
10,665 |
|
$ |
21,164 |
|
$ |
19,962 |
|
$ |
2,710 |
|
$ |
158,506 |
Additions |
|
|
29,924 |
|
|
9,527 |
|
|
— |
|
|
— |
|
|
7,120 |
|
|
— |
|
|
46,571 |
Derecognition |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(6,549) |
|
|
— |
|
|
(6,549) |
Balance, March 31, 2025 |
|
$ |
86,987 |
|
$ |
56,469 |
|
$ |
10,665 |
|
$ |
21,164 |
|
$ |
20,533 |
|
$ |
2,710 |
|
$ |
198,528 |
Accumulated depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2023 |
|
$ |
— |
|
$ |
— |
|
$ |
1,363 |
|
$ |
3,442 |
|
$ |
2,196 |
|
$ |
40 |
|
$ |
7,041 |
Depreciation – G&A |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
666 |
|
|
193 |
|
|
859 |
Depreciation – E&E |
|
|
— |
|
|
— |
|
|
759 |
|
|
1,173 |
|
|
6,675 |
|
|
— |
|
|
8,607 |
Transfer on purchase |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(508) |
|
|
— |
|
|
(508) |
Derecognition |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,713) |
|
|
— |
|
|
(1,713) |
Balance, December 31, 2024 |
|
$ |
— |
|
$ |
— |
|
$ |
2,122 |
|
$ |
4,615 |
|
$ |
7,316 |
|
$ |
233 |
|
$ |
14,286 |
Depreciation |
|
|
— |
|
|
— |
|
|
630 |
|
|
353 |
|
|
2,044 |
|
|
48 |
|
|
3,075 |
Derecognition |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(3,982) |
|
|
— |
|
|
(3,982) |
Balance, March 31, 2025 |
|
$ |
— |
|
$ |
— |
|
$ |
2,752 |
|
$ |
4,968 |
|
$ |
5,378 |
|
$ |
281 |
|
$ |
13,379 |
Carrying value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2024 |
|
$ |
57,063 |
|
$ |
46,942 |
|
$ |
8,543 |
|
$ |
16,549 |
|
$ |
12,646 |
|
$ |
2,477 |
|
$ |
144,220 |
Balance, March 31, 2025 |
|
$ |
86,987 |
|
$ |
56,469 |
|
$ |
7,913 |
|
$ |
16,196 |
|
$ |
15,155 |
|
$ |
2,429 |
|
$ |
185,149 |
The additions to mineral property during the three months ended March 31, 2025 include the change of estimate to closure and reclamation of $2,247,000, share-based payments of $527,000, and interest expense on lease and other liabilities of $132,000.
The additions to construction-in-progress during the three months ended March 31, 2025 include share-based payments of $102,000 and interest expense on lease liabilities of $17,000.
Total depreciation recognized during the three months ended March 31, 2025 of $3,075,000 includes $2,655,000 that was capitalized to mineral property and $215,000 in exploration and evaluation expense.
Consolidated 2025 Financial Statements |
|
11 |
7. |
Project Financing Package |
On June 24, 2024, the Company entered into binding agreements with Orion with respect to a Project Financing Package for the development and construction of Eskay. The Project Financing Package is comprised of private placements that closed on June 24, 2024, a Gold Stream, and a Senior Secured Term Loan facility of US$350,000,000. No draws were made on the Senior Secured Term Loan facility as of March 31, 2025. The significant terms of the components of the Gold Stream are outlined below.
Gold Stream
● | Deposit: Total deposit of US$200,000,000 (the “Deposit”) in a series of five deposits on the following schedule: |
o | US$5,000,000 at the inception of the Gold Stream (received $6,808,000 (US$5,000,000) on July 5, 2024); |
o | US$45,000,000 between January 1, 2025 and June 30, 2025 (received $64,815,000 (US$45,000,000) on December 30, 2024); |
o | US$50,000,000 between April 1, 2025 and October 31, 2025; |
o | US$50,000,000 between July 1, 2025 and January 31, 2026; and |
o | US$50,000,000 between September 1, 2025 and March 31, 2026; |
● | Area of interest: The area of interest for the Gold Stream is constrained to 500 meters around the existing Eskay mineral reserves and resources; |
● | Deliveries: 10.55% of the payable gold production from Eskay (“Stream Percentage”) for the life of the mine, provided that the completion test (as defined in the agreement) is successfully achieved on or before September 30, 2027. If the completion test was not satisfied by September 30, 2027, Stream Percentage would increase to 10.70%, 10.85% and 11.00% if completion is achieved in the first, second or third calendar quarters following September 30, 2027, respectively, and to 11.40% for the remaining calendar quarters until satisfaction of the completion test; |
● | Purchase price of each Eskay gold ounce sold and delivered: Until the Deposit has been reduced to $nil, the purchase price payable is (i) a cash payment of 10% of the gold market price on LBMA three days prior to delivery; and (ii) the difference between the gold market price and the cash payment received is credited to the Deposit. Once the Deposit has been reduced to $nil, the purchase price payable is a cash payment of 10% of the gold market price on LBMA three days prior to delivery; |
● | Buy-down option: For a period of 12 months following the project completion date (as defined in the agreement), the Company may, at any time, reduce the Stream Percentage by 66.67% by repaying the proportional Deposit plus an imputed 18% internal rate of return (“IRR”); |
● | Additional deposit: Following receipt of the full amount of the Deposit and the fourth advance of the Senior Secured Term Loan, the Company will have the option to draw an additional deposit amount of US$25,000,000 to US$100,000,000. The additional deposit will be subject to an availability fee equal to 1% per annum of any undrawn portion, payable quarterly, and a 2% fee payable at the time of payment of the additional deposit; |
● | Term: 20 years (“Initial Term”), which will be extended for successive 10-year periods (“Additional Term”). If there have been no active mining operations on Eskay during the final 10 years of Initial Term or throughout such Additional Term, the gold stream agreement will terminate at the end of the Initial Term or such Additional Term; |
● | Financial covenants: |
o | Following a grace period after achieving the completion test and continuing until the Security Release Date1, the Company shall maintain a debt service coverage ratio (as defined in the agreement) of no less than 1.25:1 for the six-month period ending on the last date of each quarter; and |
o | Until the Security Release Date, following the full drawdown or cancellation of the commitments under the Senior Secured Term Loan and the additional deposit, the Company shall maintain at all times unrestricted cash and cash equivalents of at least $25,000,000; |
● | Security: General security and share pledge agreements in favour of Orion from the Company. |
1 The Security Release Date is the later of: (a) Orion yielding an imputed 13% IRR on the Deposit; and (b) the earlier of the date on which (i) the Senior Secured Term Loan is repaid in full or (ii) Orion is no longer the lender under the Senior Secured Term Loan.
Consolidated 2025 Financial Statements |
|
12 |
7. |
Project Financing Package (continued) |
Gold Stream (continued)
The Gold Stream is accounted for as a derivative instrument measured at fair value through profit and loss. There was no initial fair value amount to record in the financial statements for the Gold Stream as at June 24, 2024 as it was determined that the terms of the contract at inception represented market rates. As there were no draws on the Gold Stream at June 30, 2024, no amounts related to the Gold Stream were recorded at that date.
Below is a reconciliation of the Gold Stream derivative liability for the three months ended March 31, 2025:
In $000s |
|
|
|
Balance, December 31, 2023 |
|
$ |
— |
Fair value of derivative liability at inception |
|
|
— |
Proceeds from Gold Stream (US$50,000) |
|
|
71,623 |
Change in fair value of derivative liability |
|
|
(7,737) |
Balance, December 31, 2024 |
|
|
63,886 |
Change in fair value of derivative liability |
|
|
30,210 |
Balance, March 31, 2025 |
|
$ |
94,096 |
Availability fee
During the three months ended March 31, 2025, the Company incurred an availability fee of $1,622,000, of which $1,261,000 relates to the Senior Secured Term Loan and is capitalized to Other non-current assets, and $361,000 relates to the Gold Stream additional deposit and is recognized as finance fee expense.
8. |
Capital Stock and Reserves |
Authorized – unlimited number of voting common shares without par value.
Private placements and bought deal offerings
On February 26, 2025, the Company closed a non-brokered private placement offering, whereby gross proceeds of $88,347,000 were raised by the issuance of 3,290,000 common shares at a price of $14.70 per common share and 2,230,000 flow-through shares at a price of $17.93 per flow-through share. In connection with the offering, the Company recognized a flow-through share premium liability of $7,203,000. As a result of the issuance of flow-through shares, as at March 31, 2025, the Company has commitments to incur qualifying development expenditures (Note 4).
In connection with offering above, the Company incurred $5,491,000 in transaction costs.
Share-based payments
Stock options
The stock options have a maximum expiry date period of 5 years from the grant date. The Company determines the fair value of the stock options granted using the Black-Scholes option pricing model.
Consolidated 2025 Financial Statements |
|
13 |
8. |
Capital Stock and Reserves (continued) |
Share-based payments (continued)
Restricted share units and performance share units
Upon each vesting date, participants will receive, at the sole discretion of the Board of Directors: (a) common shares equal to the number of restricted share units (“RSUs”) or performance share units (“PSUs”) that vested; (b) cash payment equal to the 5-day volume weighted average trading price of common shares; or (c) a combination of (a) and (b). For RSUs classified as equity settled share-based payments, the Company determines the fair value of the RSUs granted using the Company’s share price on grant date. For PSUs granted during the period, the fair values were determined using the Company’s share price on grant date.
Deferred share units
The deferred share units (“DSUs”) are granted to independent members of the Board of Directors. The DSUs vest immediately and have all of the rights and restrictions that are applicable to RSUs, except that the DSUs may not be redeemed until the participant has ceased to hold all offices, employment and directorships with the Company. For DSUs classified as equity settled share-based payments, the Company determines the fair value of the DSUs granted using the Company’s share price on grant date.
Stock option, RSU, PSU and DSU transactions are summarized as follows:
|
|
Stock Options |
|
RSUs |
|
PSUs |
|
DSUs |
|||
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
Number |
|
Exercise Price |
|
Number |
|
Number |
|
Number |
|
Outstanding, December 31, 2023 |
|
4,899,918 |
|
$ |
10.34 |
|
1,845,339 |
|
770,000 |
|
86,257 |
Granted |
|
3,175,093 |
|
$ |
7.24 |
|
533,852 |
|
147,000 |
|
163,980 |
Exercised |
|
(539,947) |
|
$ |
5.34 |
|
(1,205,085) |
|
— |
|
— |
Cancelled |
|
(516,294) |
|
$ |
10.91 |
|
(162,982) |
|
(15,400) |
|
— |
Outstanding, December 31, 2024 |
|
7,018,770 |
|
$ |
9.28 |
|
1,011,124 |
|
901,600 |
|
250,237 |
Granted |
|
927,325 |
|
$ |
14.65 |
|
316,600 |
|
1,200,000 |
|
49,524 |
Exercised |
|
(368,285) |
|
$ |
6.42 |
|
(435,292) |
|
(385,004) |
|
— |
Cancelled |
|
(56,382) |
|
$ |
6.96 |
|
(40,500) |
|
— |
|
— |
Outstanding, March 31, 2025 |
|
7,521,428 |
|
$ |
10.10 |
|
851,932 |
|
1,716,596 |
|
299,761 |
Exercisable, March 31, 2025 |
|
3,522,429 |
|
$ |
11.22 |
|
— |
|
— |
|
— |
During the three months ended March 31, 2025, the Company granted a total of 927,325 stock options, 316,600 RSUs, 1,200,000 PSUs and 37,884 DSUs to various directors, officers, employees and consultants of the Company, vesting upon achievement of certain construction milestones, or over various periods up to 3 years from the date of grant. The stock options have a term of 5 years, with each option allowing the holder to purchase one common share of the Company at a price of $14.65 per common share.
During the three months ended March 31, 2025, the Company also granted 11,640 DSUs to various directors in settlement of accrued directors’ fees.
The weighted average share price at the date of exercise of the stock options was $14.22 during the three months ended March 31, 2025 (2024 – $6.14).
Consolidated 2025 Financial Statements |
|
14 |
8. |
Capital Stock and Reserves (continued) |
Share-based payments (continued)
As at March 31, 2025, stock options, RSUs, and PSUs outstanding and exercisable were as follows:
|
|
|
|
|
|
Weighted Average |
|
|
|
|
Exercise Price |
|
|
|
Remaining Life |
|
|
|
|
($/Share) |
|
Outstanding |
|
(Years) |
|
Exercisable |
Stock options |
|
1.00 - 5.00 |
|
185,421 |
|
0.14 |
|
185,421 |
|
|
5.01 - 10.00 |
|
3,470,725 |
|
4.00 |
|
499,267 |
|
|
10.01 - 15.00 |
|
3,865,282 |
|
2.08 |
|
2,837,741 |
|
|
|
|
7,521,428 |
|
2.92 |
|
3,522,429 |
|
|
|
|
|
|
|
|
|
RSUs |
|
|
|
851,932 |
|
1.04 |
|
— |
|
|
|
|
|
|
|
|
|
PSUs |
|
|
|
1,716,596 |
|
1.25 |
|
— |
Share-based payments during the three months ended March 31, 2025 and 2024 consist of:
In $000s |
|
2025 |
|
2024 |
||
Stock options |
|
$ |
1,212 |
|
$ |
773 |
RSUs |
|
|
346 |
|
|
2,022 |
PSUs |
|
|
2,884 |
|
|
684 |
DSUs |
|
|
555 |
|
|
600 |
|
|
$ |
4,997 |
|
$ |
4,079 |
|
|
|
|
|
|
|
Recorded in mineral property, plant and equipment |
|
$ |
629 |
|
$ |
— |
Recorded in exploration and evaluation expense |
|
|
172 |
|
|
1,078 |
Recorded in general and administrative expense |
|
|
4,196 |
|
|
3,001 |
|
|
$ |
4,997 |
|
$ |
4,079 |
The weighted average fair value per unit of the Company's stock options and share units granted during the three months ended March 31, 2025 and 2024 were as follows:
|
2025 |
|
2024 |
|||
Stock options |
|
$ |
6.04 |
|
$ |
2.45 |
RSUs |
|
$ |
14.65 |
|
$ |
5.71 |
PSUs |
|
$ |
16.45 |
|
$ |
— |
DSUs |
|
$ |
14.42 |
|
$ |
5.67 |
Consolidated 2025 Financial Statements |
|
15 |
8. |
Capital Stock and Reserves (continued) |
Share-based payments (continued)
The weighted average inputs used to determine the fair value of the Company’s stock options were as follows:
|
|
2025 |
|
|
2024 |
|
Expected life (years) |
|
3.5 |
|
|
3.5 |
|
Annualized volatility |
|
55.31 |
% |
|
54.21 |
% |
Dividend rate |
|
0.00 |
% |
|
0.00 |
% |
Risk-free interest rate |
|
2.61 |
% |
|
3.79 |
% |
9. |
Supplemental Disclosure with Respect to Cash Flows |
Non-cash transactions during the three months ended March 31, 2025 and 2024 that were not presented elsewhere in the consolidated financial statements are as follows:
In $000s |
|
2025 |
|
2024 |
||
Additions to mineral property, plant and equipment in accounts payable and accrued liabilities |
|
$ |
21,868 |
|
$ |
167 |
Leasehold improvement allowance in receivables |
|
$ |
— |
|
$ |
905 |
Share issue costs in accounts payable and accrued liabilities |
|
$ |
518 |
|
$ |
— |
Additions to exploration and evaluation assets in accounts payable and accrued liabilities |
|
$ |
— |
|
$ |
1,906 |
Other assets in accounts payable and accrued liabilities |
|
$ |
1,261 |
|
$ |
— |
Deposits reclassified to mineral property, plant and equipment |
|
$ |
191 |
|
$ |
— |
Settlement of accrued directors' fees through issuance of DSUs |
|
$ |
97 |
|
$ |
205 |
During the three months ended March 31, 2025 and 2024, the Company did not make any payments towards interest on long-term debt or income taxes.
10. |
Income Taxes |
As a result of a reorganization, the Company recorded a deferred tax liability of $4,748,000, representing the tax effects of temporary differences between the amounts recorded in the Company’s accounts and the corresponding amounts as computed for income tax purposes.
Consolidated 2025 Financial Statements |
|
16 |
11. |
Related Party Transactions |
Key management compensation
Key management personnel at the Company are the directors and officers of the Company. The remuneration of key management personnel during the three months ended March 31, 2025 and 2024 are as follows:
In $000s |
|
2025 |
|
2024 |
||
Director remuneration |
|
$ |
109 |
|
$ |
96 |
Officer & key management remuneration1 |
|
$ |
1,051 |
|
$ |
876 |
Share-based payments |
|
$ |
3,898 |
|
$ |
2,802 |
(1) | Remuneration consists exclusively of salaries and bonuses for officers and key management. These costs are components of administrative compensation, consulting and exploration and evaluation expense categories in the consolidated statement of loss and comprehensive loss. |
Share-based payment expenses to related parties recorded in exploration and evaluation expense and general and administrative expense during the three months ended March 31, 2025 and 2024 are as follows:
In $000s |
|
2025 |
|
2024 |
||
Exploration and evaluation expense |
|
$ |
— |
|
$ |
259 |
General and administrative expense |
|
$ |
3,898 |
|
$ |
2,543 |
Accounts payable and accrued liabilities
Included in accounts payable and accrued liabilities at March 31, 2025 is $509,000 (December 31, 2024 – $2,106,000) which is owed to key management personnel in relation to key management compensation noted above.
12. |
Contingencies |
Due to the nature of Company’s operations, various legal and tax matters arise in the ordinary course of business. The Company accrues such items as liabilities when the amount can be reasonably estimated, and settlement of the matter is probable to require an outflow of future economic benefits from the Company.
In 2022, the Chief Gold Commissioner and Supreme Court of British Columbia asserted, in error, that the Company did not own the mineral rights to materials previously deposited in the Albino Lake Storage Facility by previous operators. In July 2024, the British Columbia Court of Appeal overturned the decision of the Chief Gold Commissioner and Supreme Court of British Columbia, and referred the matter back to the Chief Gold Commissioner for rehearing and reconsideration. The counterparty in the matter has sought leave to appeal to the Supreme Court of Canada. In April 2025, the Supreme Court of Canada dismissed the counterparty’s application for permission to appeal the British Columbia Court of Appeal’s decision. As the materials contained in the Albino Lake Storage Facility were not included in the Company’s Eskay Creek Prefeasibility Study (2021), Feasibility Study (2022) nor in the updated Feasibility Study (2023), the outcome of this matter is not expected to have any effect on the carrying value of Eskay.
13. |
Subsequent Event |
In April 2025, the Company paid $250,000 and issued 17,229 common shares in satisfaction of the final payment relating to the acquisition of three properties in the Golden Triangle area from Coast Copper Corp. on October 18, 2022.
Consolidated 2025 Financial Statements |
|
17 |
Exhibit 99.3
SKEENA RESOURCES LIMITED |
|
Management Discussion and Analysis |
|
For the three months ended March 31, 2025 |
|
(Expressed in thousands of Canadian dollars within tables, unless otherwise noted) |
|
The Management’s Discussion & Analysis (“MD&A”) has been prepared by management and reviewed and approved by the Board of Directors of Skeena Resources Limited (“Skeena”, “we”, “us”, “our” or the “Company”) on May 15, 2025. The following discussion of performance, financial condition and future prospects should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the three months ended March 31, 2025 and March 31, 2024. The information provided herein supplements but does not form part of the consolidated financial statements. This discussion covers the three months ended March 31, 2025 and the subsequent period up to May 15, 2025, the date of issue of this MD&A. Monetary amounts in the following discussion are in Canadian dollars, unless otherwise noted.
Additional information, including audited annual consolidated financial statements and more detail on specific mineral exploration properties discussed in this MD&A can be found on the Company’s System for Electronic Document Analysis and Retrieval (“SEDAR+”) profile at www.sedarplus.ca, the Company’s Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) profile at www.sec.gov. Information on risks associated with investing in the Company’s securities is contained in the most recently filed Annual Information Form.
The technical information presented herein has been reviewed by Paul Geddes, P.Geo, the Company’s Senior Vice President of Exploration & Resource Development, and a qualified person as defined by National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) (see “Responsibility for Technical Information” section below).
This MD&A contains forward looking information. Please read the cautionary statements on pages 4 and 5 carefully. |
|
|
|
Skeena Gold + Silver |
Management’s Discussion & Analysis |
2 |
|
|
|
SKEENA RESOURCES LIMITED |
|
Management Discussion and Analysis |
|
For the three months ended March 31, 2025 |
|
(Expressed in thousands of Canadian dollars within tables, unless otherwise noted) |
|
2 |
|
6 |
|
7 |
|
10 |
|
11 |
|
14 |
|
18 |
|
19 |
|
20 |
|
20 |
|
21 |
|
21 |
|
24 |
|
24 |
|
25 |
|
25 |
|
25 |
|
28 |
|
28 |
|
INFORMATION CONCERNING ESTIMATES OF MEASURED, INDICATED AND INFERRED RESOURCES |
29 |
30 |
|
30 |
|
31 |
|
32 |
|
|
|
Skeena Gold + Silver |
Management’s Discussion & Analysis |
3 |
|
|
|
SKEENA RESOURCES LIMITED |
|
Management Discussion and Analysis |
|
For the three months ended March 31, 2025 |
|
(Expressed in thousands of Canadian dollars within tables, unless otherwise noted) |
|
Forward Looking Statements
This MD&A contains certain forward-looking statements or forward-looking information within the meaning of applicable Canadian and US securities laws. All statements and information, other than statements of historical fact, included in or incorporated by reference into this MD&A are forward-looking statements and forward-looking information, including, without limitation, statements regarding activities, events or developments that we expect or anticipate may occur in the future. Such forward-looking statements and information can be identified by the use of forward-looking words such as “plans”, “expects” or “does not expect”, “is expected”, “budget” or “budgeted”, “scheduled”, “estimates”, “projects”, “intends”, “proposes”, “progressing towards”, “in search of”, “complete”, “anticipates” or “does not anticipate”, “believes”, “often”, “likely”, “may”, “will”, “should”, “intend”, “anticipate”, “proposed”, “potential”, or variations of such words and phrases or statements that certain actions, events, or results “may”, “can”, “could”, “would”, “might”, “will be taken”, “occur”, “continue”, or “be achieved” or similar words and expressions or the negative and grammatical variations thereof, or statements that certain events or conditions “may” or “will” happen, or by discussions of strategy. There can be no assurance that the plans, intentions or expectations upon which such forward-looking statements and information are based will occur or, even if they do occur, will result in the performance, events or results expected.
The forward-looking statements and forward-looking information reflect the current beliefs of the Company, and are based on currently available information. Accordingly, these statements are subject to known and unknown risks, uncertainties and other factors which could cause the actual results, performance or achievements of the Company to be materially different from those expressed in or implied by the forward-looking statements. The forward-looking information in this MD&A includes, without limitation, estimates, forecasts, plans, priorities, strategies and statements as to the Company’s current expectations and assumptions concerning, among other things, ability to access sufficient funds to carry on operations, the Company's ability to buy back the gold stream in the future; amounts drawn and the timing of and completion of conditions precedent in respect of the senior secured loan, gold stream agreement, additional equity investment and the cost over-run facility, the availability of the senior secured loan as a source of future liquidity, statements regarding the anticipated timing of receipt of the Environmental Assessment certificate in Q4 2025; financial and operational performance and prospects, ability to minimize negative environmental impacts of the Company’s operations, anticipated outcomes of lawsuits and other legal issues, permits and licenses, treatment under governmental regulatory regimes, stability of various governments including those who consider themselves self-governing, continuation of rights to explore and mine, collection of receivables, the success of exploration programs, the estimation of mineral resources, the ability to convert resources or mineral reserves, anticipated conclusions of economic assessments of projects, the suitability of our mineral projects to become open-pit mines, our ability to attract and retain skilled staff, expectations of market prices and costs, exploration, development and expansion plans and objectives, requirements for additional capital, the availability of financing, and the future development and costs and outcomes of the Company’s exploration projects. The foregoing list of assumptions is not exhaustive. Events or circumstances could cause actual results to vary materially.
We caution readers of this MD&A not to place undue reliance on forward-looking statements and information contained herein, which are not a guarantee of performance, events or results and are subject to a number of risks, uncertainties and other factors that could cause actual performance, events or results to differ materially from those expressed or implied by such forward-looking statements and information. Such statements and information are based on numerous assumptions regarding, among other things, favourable equity markets, global financial condition, present and future business strategies and the environment in which the Company will operate in the future, including the price of commodities, anticipated costs, ability to achieve goals (including, without limitation, timing and amount of production), timing and availability of additional required financing on favourable terms, decision to implement (including the business strategy, timing and structure thereof), the ability to successfully complete proposed mergers and acquisitions and the expected results of such acquisitions on our operations, the ability to obtain or maintain permits, mineability and marketability, exchange and interest rate assumptions, including, without limitation, being approximately consistent with the assumptions in the FS (as defined herein) and DFS (as defined herein), the availability of certain consumables and services and the prices for power and other key supplies, including, without limitation, being approximately consistent with assumptions in the FS and upcoming DFS, labour and materials costs, including, without
|
|
|
Skeena Gold + Silver |
Management’s Discussion & Analysis |
4 |
|
|
|
SKEENA RESOURCES LIMITED |
|
Management Discussion and Analysis |
|
For the three months ended March 31, 2025 |
|
(Expressed in thousands of Canadian dollars within tables, unless otherwise noted) |
|
limitation, assumptions underlying Mineral Reserve (as defined herein) and Mineral Resource (as defined herein) estimates, assumptions made in the feasibility economic assessment estimates, including, but not limited to, geological interpretation, grades, metal price assumptions, metallurgical and mining recovery rates, geotechnical and hydrogeological assumptions, capital and operating cost estimates, and general marketing, political, business and economic conditions, as applicable, results of exploration activities, ability to develop infrastructure, assumptions made in the interpretation of drill results, geology, grade and continuity of mineral deposits, expectations regarding access and demand for equipment, skilled labour and services needed for exploration and development of mineral properties, and that activities will not be adversely disrupted or impeded by exploration, development, operating, regulatory, political, community, economic and/or environmental risks. Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors. These factors include: the ability to obtain permits or approvals required to conduct planned exploration, development, construction and operation; the results of exploration and development; inaccurate geological and engineering assumptions; unanticipated future operational difficulties (including cost escalation, unavailability of materials and equipment, industrial disturbances or other job action and unanticipated events related to health, safety and environmental matters); social unrest; failure of counterparties to perform their contractual obligations; changes in priorities, plans, strategies and prospects; general economic, industry, business and market conditions; disruptions or changes in the credit or securities markets; changes in law, regulation, or application and interpretation of the same; the ability to implement business plans and strategies, and to pursue business opportunities; rulings by courts or arbitrators, proceedings and investigations; inflationary pressures; the ability of the Company to integrate acquired properties into its current business; fluctuation In currency markets; tariffs; and various other events, conditions or circumstances that could disrupt Skeena’s priorities, plans, strategies and prospects including those detailed from time to time in the Company’s reports and public filings with the Canadian and US securities administrators, filed on SEDAR+ and EDGAR.
This information speaks only as of the date of this MD&A. The Company undertakes no obligation to revise or update forward-looking information after the date of this document, nor to make revisions to reflect the occurrence of future unanticipated events, except as required under applicable securities laws or the policies of the Toronto Stock Exchange or the New York Stock Exchange.
|
|
|
Skeena Gold + Silver |
Management’s Discussion & Analysis |
5 |
|
|
|
SKEENA RESOURCES LIMITED |
|
Management Discussion and Analysis |
|
For the three months ended March 31, 2025 |
|
(Expressed in thousands of Canadian dollars within tables, unless otherwise noted) |
|
The principal business of Skeena is the exploration and development of mineral properties in the Golden Triangle region of northwest British Columbia, Canada. The Company’s flagship property is the Eskay Creek Revitalization Project (“Eskay Creek” or “Eskay Creek Project”) which entered the development phase in December 2024.
The Company also owns several exploration stage mineral properties in the Golden Triangle and Liard Mining Division of British Columbia, including the past-producing Snip gold mine (“Snip”).
Figure 1: Property Locations – British Columbia’s Golden Triangle
The Company is a reporting issuer in all the provinces of Canada except Quebec, and trades on the Toronto Stock Exchange (“TSX”) and the New York Stock Exchange (“NYSE”), both under the symbol SKE, and on the German stock exchanges under the symbol RXF.
|
|
|
Skeena Gold + Silver |
Management’s Discussion & Analysis |
6 |
|
|
|
SKEENA RESOURCES LIMITED |
|
Management Discussion and Analysis |
|
For the three months ended March 31, 2025 |
|
(Expressed in thousands of Canadian dollars within tables, unless otherwise noted) |
|
See “The Company” section above for discussion of the exploration properties held by the Company. The Company considers the Eskay Creek Project to be its primary project.
Eskay Creek Project, British Columbia, Canada
Geological background
The Eskay Creek volcanogenic massive sulphide (“VMS”) and epigenetic deposits were emplaced in a submarine bimodal volcanic environment which are believed to be constrained within a contemporaneous fault-bounded basin. The volcanic sequence consists of footwall rhyolite units overlain by younger basalt units. The contact mudstone terrigenous sediments were deposited at a time of depositional quiescence during an otherwise active period of volcanism. This mudstone (“Contact Mudstone”) is spatially and temporally related to the main mineralizing event at Eskay Creek. The two are separated by the Contact Mudstone which hosts most of the historically exploited mineralization at Eskay Creek.
The Company’s drilling in 2020 has intercepted a compositionally similar mudstone unit (the Lower Mudstone) positioned approximately 100 metres (“m”) stratigraphically below the Contact Mudstone. The Lower Mudstone represents a similar period of volcanic quiescence during which clastic sedimentation dominated prior to the onset of bimodal volcanism that formed the Eskay Creek deposits. The presence of the Lower Mudstone demonstrates the stratigraphic cyclicity which is common to the group of VMS deposits worldwide, of which Eskay Creek is a member.
The bonanza precious metal Au-Ag grades and epigenetic suite of associated elements (Hg-Sb-As) occur predominantly within the Contact Mudstone but are not distributed uniformly throughout the unit. Rather, they are spatially associated with, and concentrated near interpreted hydrothermal vents fed from underlying syn-volcanic feeders. Company drilling campaigns, starting in 2019, have intercepted feeder-style, discordant mineralization in the footwall rhyolites.
Historically, the underlying rhyolite-hosted feeder style mineralization was minimally exploited due to its lower Au-Ag grades. It is noteworthy this rhyolite-hosted mineralization is not enriched in the Hg-Sb-As suite of elements and was often blended with mudstone-hosted zones to reduce smelter penalties for the on-site milled concentrates and direct shipping ore.
Mining history
The Eskay Creek property historically operated as a high-grade underground operation. Underground mining operations were conducted from 1995 to 2008. From 1995 to 1997, ore was direct-shipped after blending and primary crushing. From 1997 to closure in 2008, ore was milled on site to produce a shipping concentrate.
Eskay Creek’s historic production was 3.3 million ounces of gold and 162 million ounces of silver from 2.3 million tonnes (“Mt”) of ore. The property was regarded as having been the highest-grade gold operation in the world with an average grade of 45 grams per tonne (“g/t”) gold and over 2,000 g/t silver.
The historical production for Eskay Creek is summarized in Figure 2.
|
|
|
Skeena Gold + Silver |
Management’s Discussion & Analysis |
7 |
|
|
|
SKEENA RESOURCES LIMITED |
|
Management Discussion and Analysis |
|
For the three months ended March 31, 2025 |
|
(Expressed in thousands of Canadian dollars within tables, unless otherwise noted) |
|
Figure 2: Eskay Creek Historical Production
Skeena history at Eskay Creek
In August 2018, Skeena commenced an initial surface drill program at Eskay Creek. This first phase of exploratory and definition drilling was focused on the historically unmined portions of the 21A, 21C and 22 Zones of mineralization.
These near-surface targets are located proximal to the historical mine footprint and held potential for expansion of mineralization which may be suitable for open-pit mining. The goal of the 2019 Phase I program was to increase drill density in select areas of mineralization to increase confidence in the resource and allow for future mine planning, collect fresh material for preliminary metallurgical testing and expand exploration into areas that had not previously been drill tested to delineate additional resources. The results of this drill program were incorporated into the results of an initial resource estimate for the Eskay deposit.
The Phase I infill and expansion drilling program at Eskay Creek successfully upgraded the Inferred Resources (as defined in NI 43-101) hosted in the various zones. During this program, two additional drill holes (SK--19--063 and SK--19--067) were extended below the Inferred Resources to test the exploration potential of a secondary and lesser-known mineralized mudstone horizon, termed the Lower Mudstone.
On November 7, 2019, the Company published a Preliminary Economic Assessment (“PEA”) prepared by Ausenco Engineering Canada Inc. (“Ausenco”), supported by SRK Consulting (Canada) Inc. (“SRK”), and AGP Mining Consultants Inc. (“AGP”), for the Eskay Creek Project. On September 1, 2021, the Company advanced the PEA to a Prefeasibility Study for the Eskay Creek Project prepared by Ausenco, SRK, and AGP (the “PFS”).
On September 19, 2022, the Company published a Feasibility Study (“FS”) for the Eskay Creek Project, prepared by Ausenco (the “2022-FS”). A summary of the 2022-FS results was published in a news release on September 8, 2022.
On December 22, 2023, the Company published an Updated Feasibility Study for the Eskay Creek Project (the “2023-DFS” or “DFS”), prepared by Sedgman Canada Ltd. (“Sedgman”) and Global Resource Engineering (“GRE”).
|
|
|
Skeena Gold + Silver |
Management’s Discussion & Analysis |
8 |
|
|
|
SKEENA RESOURCES LIMITED |
|
Management Discussion and Analysis |
|
For the three months ended March 31, 2025 |
|
(Expressed in thousands of Canadian dollars within tables, unless otherwise noted) |
|
Hoodoo and KSP Properties
During 2024, Skeena finalized a large airborne magnetics survey and data compilation for the new 74,633 hectare Hoodoo Project which was staked in October 2023. The Hoodoo property is situated approximately 65 kilometers northwest of Eskay Creek. Remarkably, this ground was unclaimed mineral tenure with virtually no historical exploration despite possessing very high prospectivity for alkalic porphyry deposits. Alkalic gold-copper porphyry deposits in the Cordillera of British Columbia typically rank as the higher-grade end members examples of which are Galore Creek and New Afton. These specific deposits are attractive exploration targets based on their atypically high gold tenor. To further hone 2024 drill targeting, the Company performed a ZTEM airborne geophysical survey over the KSP property.
An accelerated exploration model was employed in H2 2024 that judiciously ranked and ultimately culminated in drilling targets on the KSP and Hoodoo properties. The successes of the 2023 field program in discovering new gold-copper mineralization and increasing the geological understanding of the KSP and Hoodoo properties warranted augmented exploration in these areas.
In H2 2024, the Company drilled a total of 22 surface-based drill holes totaling 9,182 metres on the KSP property. These holes were targeting Cu-Au porphyry mineralization. The drilling expanded known occurrences drilled by previous operators as well as testing new targets generated from the 2024 sampling program and ZTEM surveys.
Situated on the northwestern portion of the KSP Project and approximately 5 kilometers southeast of the Company’s Snip Gold Project, the Camp Porphyry area is host to a large, previously unexplored porphyry body. Drilling by the Company in 2024 intersected broad intervals of previously unrecognized Au-Cu porphyry mineralization featured by 381.47 metres averaging 0.71 gpt Au, 0.69 gpt Ag, 0.03 % Cu beginning at 50 metres below surface. This initial phase of widely spaced exploratory drilling has traced the new mineralization along a strike length of approximately 1,000 meters, with potential for further expansion through additional drilling.
Numerous Au-Cu intervals were intersected in discovery drill hole CP-24-004 on the western flank of the intrusion which is coincident with the margin of a very large and discrete ZTEM resistivity anomaly. The extensive distribution of Au-Cu mineralization begins at 50 metres below surface over a drilled length of 381.47 metres averaging 0.71 gpt Au, 0.69 gpt Ag, 0.03 % Cu with subintervals grading 0.50 gpt Au, 0.78 gpt Ag, 0.03 % Cu over 117.47 metres and 1.07 gpt Au, 0.68 gpt Ag, 0.03 % Cu over 139.00 metres. These intersections display classical porphyry system alteration assemblages and elevated Au-Cu tenor is associated with potassic (biotite) alteration signatures.
Depth limited, small scale drill programs investigating porphyry style Au-Cu mineralization in the Khyber Pass area have been performed by previous operators since 1985. Historical 2017 drill hole KBDDH17-097 ended in Au-Cu mineralization but averaged 0.63 gpt Au, 2.08 gpt Ag, 0.08 % Cu over 34.00 metres. In 2024, a re-evaluation of the historic core from the Khyber Pass area prompted a program of exploratory drilling to follow up on the historic drilling that may not have completely tested this prospective area.
Highlighted by 2024 drill hole KP-24-004, which averaged 0.72 gpt Au, 1.86 gpt Ag, 0.05 % Cu over 41.69 metres, drilling indicates that the Khyber Pass area may represent a higher-level expression of a larger porphyry system as evidenced by the volumetrically lower percentage of intrusive monzodiorites. The Khyber Pass mineralization is situated ~600 metres vertically above the Camp Porphyry and may represent a higher-level expression of the system.
Maiden Engineering Study for Snip
Following the updated MRE for Snip, in 2025 Skeena will continue an engineering study on Snip to investigate Snip as a potential satellite operation, providing mineralized material to a centralized mill at Eskay Creek. The Company envisions the high-grade mineralization from Snip to further bolster the mine life at Eskay Creek by hauling and processing ore at the Eskay Creek mill.
|
|
|
Skeena Gold + Silver |
Management’s Discussion & Analysis |
9 |
|
|
|
SKEENA RESOURCES LIMITED |
|
Management Discussion and Analysis |
|
For the three months ended March 31, 2025 |
|
(Expressed in thousands of Canadian dollars within tables, unless otherwise noted) |
|
2025 Site Works
As noted above, the Company transitioned Eskay Creek from the exploration phase to the development phase in December 2024. During 2025, construction activities will continue at the Eskay Creek Project. These activities include:
· |
Mobilization of large Skeena mining equipment to support larger-scale mining at the technical sample quarry |
· |
Continuance of technical sample quarry mining to produce construction rock |
· |
Continuance of haul road to TMSF to support future dam construction and sub-aqueous PAG deposition |
· |
Construction of water management infrastructure including ponds, diversions, and the first stage of the water treatment plant |
· |
Completion of the concrete foundations of the warehouse building and structural steel erection |
· |
Completion of the fully enclosed warehouse building |
· |
Completion of the high and medium voltage electrical distribution network, including tie-in into existing Coast Mountain Hydro electrical infrastructure |
· |
Commencement of permanent camp installation |
Engineering
Following completion of the DFS, engineering has advanced into the detailed engineering phase of the project. The equipment order process has commenced for vendor engineering and fabrication of long lead components such as warehouse building structural steel, SAG/ball mills, tertiary/regrind mills, transformers and the circuit breakers has begun. Initial vendor documentation continues to be received and is being designed into the process plant 3D layout.
Pit Wall Steepening Investigation
Data collected during the 2023 GSI campaign was analyzed during 2024 and used to support an updated engineering recommendation with respect to pit-wall slope angles. This analysis is expected to yield recommended pit-wall angles that are generally steeper than those informing the 2023-DFS pit design. If successful, this change would result in a favourable outcome for overall project economics through reduction in waste tonnes mined and/or increase in reserves.
Metallurgical Optimization & Simplified Flowsheet at Eskay Creek
Following Eskay Creek’s 2022-FS, and in preparation for the 2023-DFS, Skeena continued metallurgical test work using representative samples of Eskay Creek material. The focus of this work has been to simplify the process flowsheet and improve the quality of the concentrate expected to be produced from the flotation plant. Metallurgical tests were conducted through 2023 in support of the DFS to optimize the flowsheet and to increase grades of payable metals in the concentrate.
As part of the DFS, metallurgical testing was conducted on composite samples that represented a range of 15-35% Mudstone with the balance as Rhyolite, matching the expected range to be produced by the mine.
|
|
|
Skeena Gold + Silver |
Management’s Discussion & Analysis |
10 |
|
|
|
SKEENA RESOURCES LIMITED |
|
Management Discussion and Analysis |
|
For the three months ended March 31, 2025 |
|
(Expressed in thousands of Canadian dollars within tables, unless otherwise noted) |
|
Environmental, Social and Corporate Governance
Environmental
Skeena is committed to minimizing any negative environmental impacts from its operations and identifying opportunities to improve upon the environmental impacts of historical operations. As a high-grade ore body with a small operational footprint, Eskay Creek is expected to have much lower carbon emissions than comparable mines, and the proximity to hydroelectric power presents an opportunity to reduce this further.
One of Skeena’s core values is to respect and protect the land for future generations. Skeena’s employees, contractors and leadership live these values while conducting Skeena’s operations. A key example of this commitment to Skeena’s core values was the donation of the Spectrum property to create the nature conservancy further described below in the section “Relations with Indigenous Communities.”
Permitting
Eskay Creek is an operating mine under the Mines Act, currently in development. The site has been maintained in good standing and environmental monitoring has been ongoing during operations and since the site was closed in 2008. There is a substantial database of environmental information for the site and region spanning almost 30 years.
To accommodate the mine design contemplated for future development, an updated environmental assessment and mine permits will be required. Environmental and socio-economic baseline studies are ongoing to support the environmental assessment and permitting processes.
The Eskay Project continues to advance in the environmental assessment process. The first Section 7-Consent Agreement in Canada was signed by Tahltan & BC in June 2022. The Impact Assessment Agency of Canada (“IAAC”) issued a Substitution Decision for the Eskay Creek Project in November 2022, so Eskay Creek will undergo a single assessment under the BC process, with IAAC participation through the BC process. The Eskay Creek Project achieved a readiness determination from the BC government and the Tahltan Central Government (“TCG”) in November 2022, and the Process Order for the project was issued in April 2023. The initial environmental assessment application for Eskay was submitted in August and accepted by the BC Environmental Assessment Office on August 21, 2024. In April 2025, the Company filed the environmental assessment application for joint review with the TCG. The Company outlined and provided responses on all agreed upon information requirements from the initial application to support the revised application to restart the mining operations at Eskay.
In August of 2022, Skeena received an amended Mines Act Permit which provides flexibility for closure and exploration related activities on the Permitted Mine Area. The Company continues to advance on numerous authorizations that support ongoing and expanded activity at the project site. In December 2023, the Company submitted an application to extract a 10,000-tonne bulk sample (the Bulk Technical Sample) to BC and TCG. In December 2024, Skeena received authorization for the Bulk Technical Sample.
On January 17, 2023, the Company announced that it concluded a joint workplan arrangement with the BC Government and the TCG. The Eskay Creek Process Charter outlines the manner in which the parties will collaborate on the authorizations that are needed for the Eskay Creek Project. The objective target for permitting and authorizations required for project construction to be in place is H2 2025 and is dependent on regulatory and Indigenous government processes and available resources.
|
|
|
Skeena Gold + Silver |
Management’s Discussion & Analysis |
11 |
|
|
|
SKEENA RESOURCES LIMITED |
|
Management Discussion and Analysis |
|
For the three months ended March 31, 2025 |
|
(Expressed in thousands of Canadian dollars within tables, unless otherwise noted) |
|
Social Community Relations
The Company has been working in the Tahltan Territory since 2014 and has developed a strong working relationship with the Tahltan Nation (“Tahltan”), which has a long-standing relationship with Eskay Creek. Previous operators maintained agreements with the Tahltan which included provisions for training, employment, and contracting opportunities. Skeena also maintains formal agreements with the TCG which guide communications, permitting, capacity and environmental practices for projects in Tahltan Territory. Skeena is currently engaged in Impact Benefit Agreement negotiations with the TCG.
Skeena has established an agreement with the Gitanyow Hereditary Chiefs for participation in the Wilp Sustainability Assessment process. A portion of the traffic required to support the Eskay Creek Project will pass through Gitanyow Territory and the Wilp Sustainability Assessment process is their process to assess the potential impacts of that traffic. The agreement lays out the process that will be followed and provides for capacity funding to support Gitanyow’s assessment.
Skeena has information sharing, confidentiality and capacity agreements in place with the Nisga’a Lisims Government. The Eskay Creek Project will make use of port facilities that are within Nisga’a Treaty area and will require certain information from Nisga’a to assess the potential impacts of port use on Nisga’a Treaty rights. The agreement provides for the information sharing and capacity to support activities required to complete a review and assessment of the Project’s potential impacts on Nisga’a Treaty rights.
Skeena also has in place a capacity agreement with Tsetsaut Skii km Lax Ha (“TSKLH”). The TSKLH are a participating First Nation in the environmental assessment process for the Eskay Creek project and the capacity agreement funding provides support to review the Eskay Creek environmental assessment application.
Relations with Indigenous Communities
Skeena has established a vision for the Company that includes committing to reconciliation with First Nations peoples through responsible and sustainable mining development, and to deliver value and prosperity to shareholders, employees, First Nation partners and surrounding communities.
One of Skeena’s core principles is to work closely with First Nations communities to achieve the responsible development of our projects, and to make a positive difference in the places we work. Skeena believes in building and sustaining mutually beneficial and supportive relationships with First Nations communities by creating a foundation of trust and respect, through open, honest and timely communication.
On April 8, 2021, Skeena announced that it had returned its mineral tenures on the Spectrum property, enabling the TCG, the Province of BC, Skeena, the Nature Conservancy of Canada and BC Parks Foundation to collaborate in the creation of a nature conservancy, the Tenh Dẕetle Conservancy.
Further to this announcement, the Company announced that it had entered into an investment agreement with the TCG, pursuant to which the TCG invested $5,000,000 into Skeena by purchasing 399,285 Tahltan Investment Rights (“Rights”) for approximately $12.52 per Right. Each Right will vest by converting into one Common Share of the Company upon the achievement of key company and permitting milestones, or over time, as set forth within the agreement, with all Rights vesting by the third anniversary of the agreement. The investment closed on April 16, 2021.
On July 19, 2021, two of the four milestones related to the previously announced Investment Rights Agreement with the TCG were met. As a result of achieving these milestones, 199,642 Rights were converted into 199,642 common shares of the Company. On January 17, 2023, TCG, the Government of BC, and Skeena signed a permitting Process Charter agreement for the Eskay Creek Project, triggering a third milestone achievement, resulting in the conversion of 119,785 Rights into 119,785
|
|
|
Skeena Gold + Silver |
Management’s Discussion & Analysis |
12 |
|
|
|
SKEENA RESOURCES LIMITED |
|
Management Discussion and Analysis |
|
For the three months ended March 31, 2025 |
|
(Expressed in thousands of Canadian dollars within tables, unless otherwise noted) |
|
common shares of the Company. On April 16, 2024, the fourth and final milestone was met, resulting in the conversion of 79,858 Rights into 79,858 common shares of the Company.
The Eskay Creek site is also subject to assertions of traditional use by Tsetsaut Skii km Lax Ha (“TSKLH”). Skeena has engaged with TSKLH for information sharing about the Eskay Creek Project and contracting and business opportunities related to our current activities.
Highway access to the Eskay Creek site and to tidewater ports for future shipping crosses through the Nass Wildlife Area, lands which are subject to the terms of the Nisga’a Final Agreement. Skeena has engaged with the Nisga’a Lisims Government directly and through the environmental assessment process to address Nisga’a concerns through the collaborative development of a Nisga’a process which meets requirements under paragraphs 8(e) and 8(f) of Chapter 10 in the Nisga’a Treaty and aligns with requirements in the Process Order. The highway access also passes through the Traditional Territory of the Gitanyow Hereditary Chiefs. Skeena has engaged with the Hereditary Chiefs Office to explain the project plans and request feedback.
Governance
In support of the culture and goals of the Company, and to better communicate them as the Company grows, Skeena has established formal mission, vision, and values statements and has implemented a suite of comprehensive board level policies. A set of complementary operational level policies were developed for staff and contractors and have been implemented to support the board level policies.
As part of the focus on ever-improving corporate governance, the Company has also engaged independent corporate governance consultants to further assist with improving Skeena’s policies and procedures as needed.
Environmental, Social and Governance Report
The Company has published its Environmental, Social and Governance (“ESG”) Report for 2023 on its website. The report provides Skeena shareholders and stakeholders with a comprehensive overview of the Company’s ESG practices, commitments and performance for the year.
|
|
|
Skeena Gold + Silver |
Management’s Discussion & Analysis |
13 |
|
|
|
SKEENA RESOURCES LIMITED |
|
Management Discussion and Analysis |
|
For the three months ended March 31, 2025 |
|
(Expressed in thousands of Canadian dollars within tables, unless otherwise noted) |
|
Transactions with TDG Gold Corp.
On February 14, 2025, the Company sold one of its exploration properties, the Sofia Property, to TDG Gold Corp. (“TDG”) for 8,000,000 common shares of TDG, resulting in a gain of $3,216,000. The Company also acquired 15,000,000 common shares of TDG for $7,500,000.
Private placements and bought deal offerings
On February 26, 2025, the Company closed a bought deal offering, whereby gross proceeds of $39,984,000 were raised by the issuance of 2,230,000 flow-through common shares at a price of $17.93. In relation to this financing, funds raised were spent in the following manner, as compared with the planned use of proceeds:
Planned Use of Proceeds |
Amount |
Actual Use of Proceeds to March 31, 2025 |
Amount |
Canadian Development Expenses |
$39,984 |
Development Activities |
$4,206 |
On February 26, 2025, the Company closed a bought deal offering, whereby gross proceeds of $48,363,000 were raised by the issuance of 3,290,000 common shares at a price of $14.70. In relation to this financing, funds raised were spent in the following manner, as compared with the planned use of proceeds:
Planned Use of Proceeds |
Amount |
Actual Use of Proceeds to March 31, 2025 |
Amount |
General Working Capital |
$48,363 |
General Working Capital |
$nil |
On June 24, 2024, the Company closed a private placement offering, whereby gross proceeds of $100,000,000 were raised by the issuance of 12,021,977 flow-through common shares at a price of $8.3181. In relation to this financing, funds raised were spent in the following manner, as compared with the planned use of proceeds:
Planned Use of Proceeds |
Amount |
Actual Use of Proceeds to March 31, 2025 |
Amount |
Canadian Development Expenses |
$100,000 |
Development Activities |
$100,000 |
Financing Transactions
On June 24, 2024, the Company entered into binding commitments with Orion Resource Partners (“Orion”) with respect to a project financing package (“Project Financing Package”) for the development and construction of the Eskay Creek.
The total financing package of US$750 million is comprised of an equity investment, gold stream, senior secured term loan, and a cost over-run facility:
● | US$100 million equity investment priced at a meaningful premium to the Company’s five-day volume weighted average share price. |
● | US$200 million gold stream with option to buy back up to 66.7% for the 12-month period after start of commercial production (the “Gold Stream”). |
● | US$350 million of committed capital available from a senior secured term loan with 1% standby fee and no break fee (the “Senior Secured Term Loan”). |
|
|
|
Skeena Gold + Silver |
Management’s Discussion & Analysis |
14 |
|
|
|
SKEENA RESOURCES LIMITED |
|
Management Discussion and Analysis |
|
For the three months ended March 31, 2025 |
|
(Expressed in thousands of Canadian dollars within tables, unless otherwise noted) |
|
● | US$100 million cost over-run facility in the form of an additional gold stream subject to the same standby terms as the Senior Secured Term Loan. |
Equity Investment
● | Orion committed to purchase US$100 million of Skeena’s common shares with US$75 million of the equity commitment priced and closing immediately. Orion’s remaining US$25 million commitment formally expired on December 31, 2024. |
o | Orion was the back-end buyer of a C$100 million development flow-through private placement transaction in which Skeena issued 12,021,977 shares at a price of C$8.32 per share. |
o | Orion also purchased 3,418,702 common shares priced at C$6.65 per share (C$22.75 million / US$16.6 million). |
● | Orion has the right to participate in any future equity or equity-linked offerings by Skeena up to the level of its ownership at the time of the offering provided that Orion continues to own at least 5% of the basic shares outstanding of the Company. |
Until the earlier of (i) 12 months after the closing date; or (ii) the termination of the Senior Secured Term Loan or Gold Stream, Orion agreed to not transfer its Skeena common shares without approval from Skeena’s board of directors.
Gold Stream
● | Deposit: Total deposit of US$200 million (the “Deposit”) in a series of five deposits on the following schedule: |
o | US$5 million at the inception of the Gold Stream (received $6.8 million (US$5 million) on July 5, 2024); |
o | US$45 million between January 1, 2025 and June 30, 2025 (received $64.8 million (US$45 million) on December 30, 2024); |
o | US$50 million between April 1, 2025 and October 31, 2025; |
o | US$50 million between July 1, 2025 and January 31, 2026; and |
o | US$50 million between September 1, 2025 and March 31, 2026; |
● | Area of interest: The area of interest for the Gold Stream is constrained to 500 meters around the existing Eskay mineral reserves and resources; |
● | Deliveries: 10.55% of the payable gold production from Eskay (“Stream Percentage”) for the life of the mine, provided that the completion test (as defined in the agreement) is successfully achieved on or before September 30, 2027. If the completion test was not satisfied by September 30, 2027, Stream Percentage would increase to 10.70%, 10.85% and 11.00% if completion is achieved in the first, second or third calendar quarters following September 30, 2027, respectively, and to 11.40% for the remaining calendar quarters until satisfaction of the completion test; |
● | Purchase price of each Eskay gold ounce sold and delivered: Until the Deposit has been reduced to $nil, the purchase price payable is (i) a cash payment of 10% of the gold market price on LBMA three days prior to delivery; and (ii) the difference between the gold market price and the cash payment received is credited to the Deposit. Once the Deposit has been reduced to $nil, the purchase price payable is a cash payment of 10% of the gold market price on LBMA three days prior to delivery; |
● | Buy-down option: For a period of 12 months following the project completion date (as defined in the agreement), the Company may, at any time, reduce the Stream Percentage by 66.67% by repaying the proportional Deposit plus an imputed 18% internal rate of return (“IRR”); |
● | Additional deposit: Following receipt of the full amount of the Deposit and the fourth advance of the Senior Secured Term Loan, the Company will have the option to draw an additional deposit amount of US$25 million to US$100 million. The additional deposit will be subject to an availability fee equal to 1% per annum of any undrawn portion, payable quarterly, and a 2% fee payable at the time of payment of the additional deposit; |
|
|
|
Skeena Gold + Silver |
Management’s Discussion & Analysis |
15 |
|
|
|
SKEENA RESOURCES LIMITED |
|
Management Discussion and Analysis |
|
For the three months ended March 31, 2025 |
|
(Expressed in thousands of Canadian dollars within tables, unless otherwise noted) |
|
● | Term: 20 years (“Initial Term”), which will be extended for successive 10-year periods (“Additional Term”). If there have been no active mining operations on Eskay during the final 10 years of Initial Term or throughout such Additional Term, the gold stream agreement will terminate at the end of the Initial Term or such Additional Term; |
● | Financial covenants: |
o | Following a grace period after achieving the completion test and continuing until the Security Release Date1, the Company shall maintain a debt service coverage ratio (as defined in the agreement) of no less than 1.25:1 for the six-month period ending on the last date of each quarter; and |
o | Until the Security Release Date, following the full drawdown or cancellation of the commitments under the Senior Secured Term Loan and the additional deposit, the Company shall maintain at all times unrestricted cash and cash equivalents of at least $25 million; |
● | Security: General security and share pledge agreements in favour of Orion from the Company. |
The Gold Stream is accounted for as a derivative instrument measured at fair value through profit and loss. There was no initial fair value amount to record in the financial statements for the Gold Stream as at June 24, 2024 as it was determined that the terms of the contract at inception represented market rates. As there were no draws on the Gold Stream at June 30, 2024, no amounts related to the Gold Stream were recorded at that date.
Below is a reconciliation of the Gold Stream derivative liability for the three months ended March 31, 2025:
|
|
|
|
Balance, December 31, 2023 |
|
$ |
— |
Fair value of derivative liability at inception |
|
|
— |
Proceeds from Gold Stream (US$50,000) |
|
|
71,623 |
Change in fair value of derivative liability |
|
|
(7,737) |
Balance, December 31, 2024 |
|
$ |
63,886 |
Change in fair value of derivative liability |
|
|
30,210 |
Balance, March 31, 2025 |
|
$ |
94,096 |
1 The Security Release Date is the later of: (a) Orion yielding an imputed 13% IRR on the Deposit; and (b) the earlier of the date on which (i) the Senior Secured Term Loan is repaid in full or (ii) Orion is no longer the lender under the Senior Secured Term Loan.
|
|
|
Skeena Gold + Silver |
Management’s Discussion & Analysis |
16 |
|
|
|
SKEENA RESOURCES LIMITED |
|
Management Discussion and Analysis |
|
For the three months ended March 31, 2025 |
|
(Expressed in thousands of Canadian dollars within tables, unless otherwise noted) |
|
Senior Secured Term Loan
● | Facility amount: US$350 million with a maturity date of September 30, 2031; |
● | Prior to the first advance, the Company may cancel the facility without incurring any fees; |
● | Availability period: Non-revolving multi-draw facility available after the US$200 million Deposit has been fully drawn. There are four advances of US$87.5 million available until December 31, 2026, limited to one advance per quarter; |
● | Each advance is subject to a discount of 2% of the principal amount at the time of drawing; |
● | Undrawn amounts are subject to an availability fee of 1% per annum, payable in cash on each calendar quarter date; |
● | Coupon: 3-month term Secured Overnight Financing Rate plus a margin of 7.75%; |
● | Repayment: |
o | Equal quarterly principal repayments shall begin on December 31, 2027 and on each quarter thereafter until September 30, 2031; |
o | Interest is not required to be paid until the project completion date (as defined in the agreement) and instead will be accrued quarterly as part of the principal amount of the Senior Secured Term Loan; |
o | Should Skeena dispose of certain assets or receive liquidated damages relating to Eskay, any such aggregate net proceeds over $25 million per year shall be delivered to Orion and applied as a prepayment to the principal and accrued interest of the Senior Secured Term Loan; |
o | The Company may elect to voluntarily prepay the Senior Secured Term Loan without premium or penalty provided such prepayment is in the minimum amount of $1 million and integral multiples of $100,000 thereafter; |
● | Financial covenant: Following the first repayment date, the Company shall maintain a debt service coverage ratio (as defined in the agreement) of no less than 1.25:1 for the six-month period ending on the last date of each quarter; and |
● | Security: Guarantee of obligations as well as general security, share pledge and blocked account agreements in favour of Orion from the Company. |
Management determined that the Senior Secured Term Loan is a loan commitment until such time as the Company draws upon the facility, at which point it will be accounted for at amortized cost. At March 31, 2025, and the date of the MD&A, no amounts have been drawn on the Senior Secured Term Loan.
Other Capital Transactions
During the three months ended March 31, 2025, the Company granted a total of 927,325 stock options, 316,600 RSUs, 1,200,000 PSUs and 37,884 DSUs to various directors, officers, employees and consultants of the Company, vesting upon achievement of certain construction milestones, or over various periods up to 3 years from the date of grant. The stock options have a term of 5 years, with each option allowing the holder to purchase one common share of the Company at a price of $14.65 per common share.
During the three months ended March 31, 2025, the Company also granted 11,640 DSUs to various directors in settlement of accrued directors’ fees.
|
|
|
Skeena Gold + Silver |
Management’s Discussion & Analysis |
17 |
|
|
|
SKEENA RESOURCES LIMITED |
|
Management Discussion and Analysis |
|
For the three months ended March 31, 2025 |
|
(Expressed in thousands of Canadian dollars within tables, unless otherwise noted) |
|
Discussion of Operations and Selected Financial Information
The following information has been obtained from the Company’s unaudited condensed interim financial statements for the three months ended March 31, 2025 and 2024. This summary should be read in conjunction with the full interim financial statements and accompanying notes, which are available on the Company’s profile on SEDAR+.
|
|
Three months ended |
|
Three months ended |
||
|
|
March 31, 2025 |
|
March 31, 2024 |
||
General and administration expenses |
|
|
|
|
|
|
Administrative compensation |
|
$ |
1,643 |
|
|
1,274 |
Communications |
|
|
491 |
|
|
505 |
Depreciation |
|
|
205 |
|
|
228 |
Office, insurance and general |
|
|
1,132 |
|
|
1,044 |
Professional fees and consulting |
|
|
1,256 |
|
|
860 |
Share-based payments |
|
|
4,196 |
|
|
3,001 |
|
|
|
8,923 |
|
|
6,912 |
|
|
|
|
|
|
|
Accretion of provision for closure and reclamation |
|
|
144 |
|
|
49 |
Change in fair value of convertible debenture |
|
|
— |
|
|
1,180 |
Change in fair value of derivative liability |
|
|
30,210 |
|
|
— |
Exploration and evaluation |
|
|
1,570 |
|
|
20,047 |
Flow-through share premium recovery |
|
|
(6,466) |
|
|
(329) |
Gain on sale of exploration and evaluation interests |
|
|
(3,216) |
|
|
— |
Interest and finance fee expense |
|
|
902 |
|
|
194 |
Interest income |
|
|
(664) |
|
|
(1,002) |
Loss on marketable securities |
|
|
1,290 |
|
|
147 |
Other |
|
|
807 |
|
|
220 |
Loss before income tax |
|
|
33,500 |
|
|
27,418 |
Deferred tax |
|
|
4,748 |
|
|
— |
Loss and comprehensive loss for the period |
|
$ |
38,248 |
|
$ |
27,418 |
|
|
|
|
|
|
|
Loss per share – basic and diluted |
|
$ |
(0.36) |
|
$ |
(0.30) |
|
|
|
|
|
|
|
Weighted average number of common shares outstanding – basic and diluted |
|
|
106,255,805 |
|
|
90,316,753 |
See “Summary of Quarterly Results” section below for discussion of variances between the three months ended March 31, 2025 and 2024.
|
|
|
Skeena Gold + Silver |
Management’s Discussion & Analysis |
18 |
|
|
|
SKEENA RESOURCES LIMITED |
|
Management Discussion and Analysis |
|
For the three months ended March 31, 2025 |
|
(Expressed in thousands of Canadian dollars within tables, unless otherwise noted) |
|
The following tables report selected financial information of the Company for the past eight quarters.
Quarter ended |
|
31-Mar-25 |
|
|
31-Dec-24 |
|
|
30-Sept-24 |
|
|
30-Jun-24 |
|
Revenue (1) |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
Loss for the quarter |
|
$ |
(38,248) |
|
$ |
(4,649) |
|
$ |
(84,887) |
|
$ |
(34,985) |
Loss per share |
|
$ |
(0.36) |
|
$ |
(0.04) |
|
$ |
(0.80) |
|
$ |
(0.38) |
Quarter ended |
|
|
31-Mar-24 |
|
|
31-Dec-23 |
|
|
30-Sept-23 |
|
|
30-June-23 |
Revenue (1) |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
Loss for the quarter |
|
$ |
(27,418) |
|
$ |
(32,956) |
|
$ |
(39,795) |
|
$ |
(19,486) |
Loss per share |
|
$ |
(0.30) |
|
$ |
(0.37) |
|
$ |
(0.45) |
|
$ |
(0.24) |
(1) | being a development stage company, there have been no revenues from operations |
Loss of $38,248,000 during the three months ended March 31, 2025 (“Q125”) was higher than the loss during three months ended March 31, 2024 (“Q124”) of $27,418,000. The primary reason for the increase in the loss during Q125 compared to Q124 was due to loss recognized on the change in the fair value of the derivative liability of $30,210,000 (Q124 - $nil) which is estimated using a Monte-Carlo simulation and revalued at each reporting period. The increase in loss was offset by a significant decrease in exploration and evaluation expenses, from $20,047,000 in Q2024 to $1,570,000 in Q125, as the Company transitioned into development phase at the end of December 2024, whereby costs related to Eskay Creek project are now capitalized as mineral property, plant and equipment rather than expensed as exploration and evaluation costs, as was the case in Q124. The increase in loss between Q125 and Q124 was partially offset by the increase in flow-through share premium recovery, from $329,000 in Q124 to $6,466,000 in Q125, driven by increased activity in Eskay and the gain of $3,216,000 (Q124 – $nil) recognized on the sale of the Sofia Property to TDG.
Loss of $38,248,000 during Q125 was lower than the loss during three months ended December 31, 2024 (“Q424”) of $4,649,000. The main reason for the increase in loss during Q125 was due to the loss recognized on the change in fair value of the derivative liability of $30,210,000 (Q424 - gain of $46,918,000). The increase in the loss was offset by significant exploration and evaluation expenses incurred during Q424 of $47,634,000 compared to exploration and evaluation expenses of $1,570,000 during Q125, which was a result Company entering the development phase at the end of December 2024, resulting in significant costs to be capitalized as mineral property, plant and equipment during Q125.
Cash flows
The Company’s operating activities consumed net cash of $37,014,000 during Q125 (Q124 - $23,217,000). The increase in cash used in operating activities during Q125 as compared to Q124 was primarily due to the settlement of exploration and evaluation expenditures in accounts payable and accrued liabilities at December 31, 2024.
The Company’s investing activities consumed net cash of $43,902,000 during Q125 (Q124 - $8,398,000). The change between Q125 and Q124 was primarily due to Company’s transition to development phase at the end of December 2024, with significant expenditures capitalized to advance the Eskay Creek project. Major additions during Q125 include $29,023,000 (Q124 - $1,673,000) incurred on mineral property, plant and equipment. Additionally, $7,500,000 (Q124 - $nil) was used during Q125 to acquire 15,000,000 common shares of TDG.
|
|
|
Skeena Gold + Silver |
Management’s Discussion & Analysis |
19 |
|
|
|
SKEENA RESOURCES LIMITED |
|
Management Discussion and Analysis |
|
For the three months ended March 31, 2025 |
|
(Expressed in thousands of Canadian dollars within tables, unless otherwise noted) |
|
During Q125, the Company’s financing activities provided net cash of $81,901,000 (Q124 - used net cash of $464,000). The increase in cash from investing activities during Q125 as compared to Q124 was primarily due to $88,347,000 (Q124 - $nil) proceeds from the bought deal financing completed in February 2025, as well as the $2,364,000 (Q124 - $91,000) in proceeds from stock options exercised, reflecting improved share price performance compared to Q124. The overall increase during Q125 was partially offset by $5,079,000 (Q124 - $85,000) in share issuance costs primarily related to the bought deal financing, as well as $2,975,000 (Q124 - $419,000) cash used for lease financing costs, reflecting a higher volume of equipment leases entered into during Q125.
Liquidity and Capital Resources
The Company has relied primarily on share issuances and proceeds from the Gold Stream to fund its operational activities and other business objectives. As at March 31, 2025, the Company had cash and cash equivalents of $97,989,000.
On June 24, 2024, the Company entered into binding agreements with Orion with respect to a Project Financing Package for the development and construction of Eskay. The financing package is comprised of private placements, a Gold Stream, and a Senior Secured Term Loan facility.
As long as the Company meets the conditions precedent to the Gold Stream and Senior Secured Term Loan, the Company anticipates that proceeds from the Project Financing Package will be sufficient to fund its capital requirements up to the commencement of commercial production at Eskay, which Management currently anticipate will be in 2027. Should the Company not be able to draw from these facilities, or in the event these facilities are insufficient to complete construction and commissioning of the mine, the Company will need to secure additional financing. In the longer term, the Company’s ability to continue as going concern is dependent upon successful execution of its business plan, including bringing the Eskay Creek project to profitable operation.
Certain accounting estimates have been identified as being critical to the presentation of the Company’s financial condition and results of operations as they require management to make subjective and/or complex judgments about matters that are inherently uncertain, or there is reasonable likelihood that materially different amounts could be reported under different conditions or using different assumptions and estimates. The Company’s significant accounting estimates and judgments are disclosed in Note 2 of the audited consolidated financial statements for the year ended December 31, 2024.
|
|
|
Skeena Gold + Silver |
Management’s Discussion & Analysis |
20 |
|
|
|
SKEENA RESOURCES LIMITED |
|
Management Discussion and Analysis |
|
For the three months ended March 31, 2025 |
|
(Expressed in thousands of Canadian dollars within tables, unless otherwise noted) |
|
New Standards and Interpretations
New standards and interpretations not yet adopted in 2025
IFRS 18: Presentation and Disclosure of Financial Statements
On April 9, 2024, the IASB issued IFRS 18, Presentation and Disclosure in Financial Statements (“IFRS 18”), to improve reporting of financial performance. IFRS 18 replaces IAS 1, Presentation of Financial Statements (“IAS 1”). IFRS 18 carries forward many of the requirements of IAS 1 but introduces significant changes to the structure of a company’s statement of income (loss).
The standard is applicable for annual reporting periods beginning on or after January 1, 2027, with earlier adoption permitted. The Company is currently evaluating the impact of the adoption of the standard.
The Company’s financial instruments consist of cash and cash equivalents, marketable securities, receivables, deposits, accounts payable, derivative liability and other liabilities.
For financial assets and financial liabilities at amortized cost, the fair value at initial recognition is determined in accordance with generally accepted pricing models based on discounted cash flow analysis or using prices from observable current market transactions. The fair value of the Company’s cash and cash equivalents, receivables, deposits, accounts payable and other liabilities approximate their carrying amounts due to the short-term maturities of these instruments and/or the rate of interest being received or charged.
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:
Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – Valuation techniques using inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 – Valuation techniques using inputs for the asset or liability that are not based on observable market data.
The carrying value of the Company’s marketable securities is based on the quoted market price of the shares in the publicly traded company to which the investment relates (Level 1).
|
|
|
Skeena Gold + Silver |
Management’s Discussion & Analysis |
21 |
|
|
|
SKEENA RESOURCES LIMITED |
|
Management Discussion and Analysis |
|
For the three months ended March 31, 2025 |
|
(Expressed in thousands of Canadian dollars within tables, unless otherwise noted) |
|
The fair value of the derivative liability relates to the gold stream entered into with Orion is based on the Company's forecast of the timing of receipt of the US$200 million facility, the assumption that the US$100 million cost over-run facility will not be utilized, the Company's forecasts of the Eskay Creek completion date and gold production schedule, gold prices including their volatility, and the anticipated credit spreads of the Company and Orion (Level 3). The fair value of the Gold Stream derivative liability is calculated using a Monte-Carlo simulation as the value of the Gold Stream is linked to the gold price and the Company has an option to reduce the gold stream percentage. The following assumptions were utilized:
|
|
March 31, 2025 |
|
|
December 31, 2024 |
||||
Gold spot price (USD per ounce) |
|
$ |
3,120 |
|
|
$ |
2,611 |
|
|
Gold price implied volatility1 |
|
|
17.07 |
% |
|
|
15.17 |
% |
|
Credit spread of the Company |
|
|
17.20 |
% |
|
|
16.42 |
% |
|
Credit spread of Orion2 |
|
|
0.66 |
% |
|
|
0.53 |
% |
(1) |
Estimate based on a Chicago Mercantile Exchange (CME) gold traded option with the closest maturity to the Gold Stream. |
(2) |
As it is a private investment entity, Orion’s credit spread is estimated based on the average option-adjusted spreads of selected constituents from the ICE BoA US Finance and Investment index with the term to maturity matching the future drawdown dates of the Gold Stream on each of the calculation dates. |
The Company’s risk exposure and the impact on the Company’s financial instruments are summarized below:
Credit risk
Credit risk is the risk of an unexpected loss if a counterparty to a financial instrument fails to meet its contractual obligations. The Company's credit risk is primarily attributable to the carrying value of its cash and cash equivalents, receivables and deposits totaling $110,342,000 (December 31, 2024 – $102,069,000). The Company limits its exposure to credit risk by dealing with high credit quality counterparties. The Company's cash and cash equivalents are primarily held at large credit worthy Canadian financial institutions. The Company’s deposits are primarily held by large and reputable vendors.
Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices. Market risk consists of interest rate risk, currency risk and other price risk.
· |
Interest rate risk |
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk with respect to interest earned on cash and cash equivalents. Based on the balances of cash and cash equivalents at March 31, 2025, a 1% increase (decrease) in interest rates at March 31, 2025 would have decreased (increased) net loss before tax by $951,000. Once draws are made on the Senior Secured Term Loan facility, the Company will be exposed to interest rate risk on loan obligations that bear interest at a floating rate.
The Company is also exposed to credit spread risk on the Gold Stream derivative liability, being the risk that the fair value of the financial instrument will fluctuate because of changes in the Company's credit spread. An increase of 100 basis points in credit spread at March 31, 2025 would have decreased net loss before tax by $11,764,000. Conversely, a decrease of 100 basis points would have increased net loss before tax by $12,194,000.
The Company does not use derivative instruments to reduce its exposure to interest rate risk.
|
|
|
Skeena Gold + Silver |
Management’s Discussion & Analysis |
22 |
|
|
|
SKEENA RESOURCES LIMITED |
|
Management Discussion and Analysis |
|
For the three months ended March 31, 2025 |
|
(Expressed in thousands of Canadian dollars within tables, unless otherwise noted) |
|
· |
Currency risk |
Currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The functional currency of the Company is the Canadian dollar. The carrying amounts of financial assets and liabilities denominated in currencies other than the Canadian dollar are subject to fluctuations in the underlying foreign currency exchange rates and gains and losses on such items are included as a component of net loss for the period. At March 31, 2025, the Company has US$14,706,000 of cash and cash equivalents, and US$1,539,000 and CHF40,000 in accounts payable. Once draws are made on the Senior Secured Term Loan facility, the Company will be exposed to foreign exchange risk with respect to foreign denominated loan obligations as the future cash repayments of the Company’s loan obligations, measured in Canadian dollars, being the Company’s functional currency, will fluctuate because of changes in the US dollar exchange rate. The Company is exposed to foreign exchange risk on the Gold Stream derivative liability. The Company does not currently use derivative instruments to reduce its exposure to foreign exchange risk. Based on balances of these instruments and commitments at March 31, 2025, a 1% increase (decrease) in foreign exchange rates at March 31, 2025 would have decreased (increased) net loss before tax by $1,085,000.
· |
Other price risk |
Other price risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because of changes in market prices, other than interest rate risk or currency risk. At March 31, 2025, the Company held investments in marketable securities which are measured at fair value. The fair values of investments in marketable securities are based on the closing share price of the securities at the reporting date. A 10% decrease in the share price of the Company’s marketable securities at March 31, 2025 would have resulted in a $1,172,000 decrease to the carrying value of the Company’s marketable securities and an increase of the same amount to the Company’s unrealized loss on marketable securities.
The Company is also exposed to gold price risk on the Gold Stream derivative liability, being the risk that the fair value of future cash flows of the financial instrument will fluctuate because of changes in market gold prices. The Company does not use derivative instruments to reduce its exposure to gold price risk. A 5% increase in the forward gold price curve at March 31, 2025 would have increased net loss before tax by $7,836,000. Conversely, a 5% decrease would have decreased net loss before tax by $8,387,000.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its obligations as they become due. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient cash to meet liabilities when due. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. Management and the Board of Directors are actively involved in the review, planning and approval of significant expenditures and commitments.
On June 24, 2024, the Company entered into a Project Financing Package for the development and construction of Eskay. As long as the Company meets the conditions precedent to further draws of the Gold Stream and the Senior Secured Term Loan, the Company anticipates that proceeds from the Project Financing Package will be sufficient to fund its capital requirements up to the commencement of commercial production at Eskay.
|
|
|
Skeena Gold + Silver |
Management’s Discussion & Analysis |
23 |
|
|
|
SKEENA RESOURCES LIMITED |
|
Management Discussion and Analysis |
|
For the three months ended March 31, 2025 |
|
(Expressed in thousands of Canadian dollars within tables, unless otherwise noted) |
|
Key management compensation
Key management personnel at the Company are the directors and officers of the Company. The remuneration of key management personnel during the three months ended March 31, 2025 and 2024 is as follows:
|
|
2025 |
|
2024 |
||
Director remuneration |
|
$ |
109 |
|
$ |
96 |
Officer & key management remuneration1 |
|
$ |
1,051 |
|
$ |
876 |
Share-based payments |
|
$ |
3,898 |
|
$ |
2,802 |
(1) |
Remuneration consists exclusively of salaries and bonuses for officers and key management. These costs are components of both administrative compensation and exploration and evaluation expense categories in the consolidated statements of loss and comprehensive loss. |
Share-based payment expenses to related parties recorded in exploration and evaluation expense and general and administrative expense during the three months ended March 31, 2025 and 2024 are as follows:
|
|
2025 |
|
2024 |
||
Exploration and evaluation expense |
|
$ |
— |
|
$ |
259 |
General and administrative expense |
|
$ |
3,898 |
|
$ |
2,543 |
Accounts payable and accrued liabilities
Included in accounts payable and accrued liabilities at March 31, 2025 is $509,000 (December 31, 2024 - $2,106,000) which is owed to key management personnel in relation to key management compensation noted above.
Disclosure Controls and Procedures
Management, with the participation of the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), assessed the effectiveness of disclosure controls and procedures as of March 31, 2025. Based upon the results of that evaluation, the CEO and CFO concluded that the disclosure controls and procedures were effective to provide reasonable assurance that material information relating to the Company is accumulated and communicated to management to allow timely decisions regarding required disclosure, and that the information disclosed by us in the reports that we file is appropriately recorded, processed, summarized and reported within the time period specified in applicable securities legislation.
|
|
|
Skeena Gold + Silver |
Management’s Discussion & Analysis |
24 |
|
|
|
SKEENA RESOURCES LIMITED |
|
Management Discussion and Analysis |
|
For the three months ended March 31, 2025 |
|
(Expressed in thousands of Canadian dollars within tables, unless otherwise noted) |
|
Internal Control Over Financial Reporting
The Company’s internal control over financial reporting may not prevent or detect all misstatements because of inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial reporting and disclosure. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with the Company’s policies and procedures.
There were no changes to the Company’s internal controls over financial reporting during the three months ended March 31, 2025 that have materially affected, or are likely to materially affect, the Company’s internal control over financial reporting or disclosure controls and procedures.
Limitations of Controls and Procedures
The CEO and CFO, in consultation with management, believe that any disclosure controls and procedures or internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the controls.
The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
A detailed description of the risk factors associated with the Company and its business is contained in the Company’s Annual Information Form for the most recent year ended December 31, 2024 which can be found on SEDAR+ and EDGAR.
Mineral exploration companies face a variety of risks and, while unable to eliminate all of them, the Company aims at managing and reducing such risks as much as possible.
Few exploration projects successfully achieve development due to factors that cannot be predicted or anticipated, and even one such factor may result in the economic viability of a project being detrimentally impacted such that it is neither feasible nor practical to proceed. The Company closely monitors its activities and those factors that could impact them and retains experienced consultants to assist in its risk management and to make timely adequate decisions.
The DFS contemplates the interconnection of Skeena’s electrical transmission line to electrical infrastructure owned by an independent third party. This interconnection would shorten the transmission line that Skeena would have to build in order to connect to the electrical grid. Skeena is currently working with this third party in completing the interconnection agreement.
|
|
|
Skeena Gold + Silver |
Management’s Discussion & Analysis |
25 |
|
|
|
SKEENA RESOURCES LIMITED |
|
Management Discussion and Analysis |
|
For the three months ended March 31, 2025 |
|
(Expressed in thousands of Canadian dollars within tables, unless otherwise noted) |
|
However, there is a risk that Skeena and the third party may not be able to come to a final agreement, resulting in increased costs for the project.
Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain claims, as well as the potential for problems arising from the frequently ambiguous conveyance history characteristic of many mineral properties.
The price of the commodities being explored is also a significant risk factor, as a substantial decline in their price could result in a decision to abandon a specific project.
Environmental laws and regulations could also impact the viability of a project. The Company believes it has complied in all material respects with these regulations, but there can be changes in legislation outside the Company’s control that could also add a risk factor to a project. Finally, operating in a specific country has legal, political and currency risks that must be carefully considered to ensure their level is commensurate to the Company’s assessment of the project.
Timelines for the environmental assessment and permit approvals are not guaranteed. Any statements made by the Company regarding the completion of environmental assessments or receipt of construction or operating permits are forecasts based on best information available at the time of the statement. Such timeline forecasts are subject to change based on a variety of technical, regulatory, and community relations factors.
Even though the Company secured the Project Financing Package in June 2024, there is no assurance that the proceeds from the financing will be sufficient to bring the Eskay Creek Project into commercial production or that conditions precedent to the remaining drawdowns of funds will be satisfied. A lack of further financing could result in delay or permanent postponement of the construction and commissioning of the Eskay Creek Project.
Development and Operational Risk
Mining development projects and mining operations generally involve a high degree of risk which could adversely impact our success and financial performance. Development projects typically require significant expenditures before production is possible. Actual capital or operating costs may be materially different from estimated capital or operating costs.
Development projects can also experience unexpected delays and problems during permitting, construction and development, during mine start-up or during production. The construction and development of a mining project is also subject to many other risks, including, without limitation, risks relating to:
● | Ability to obtain regulatory approvals or permits on a timely basis or at all and, if obtained, ability to comply with any conditions imposed by such regulatory approvals or permits and maintain such approvals and permits; |
● | Cost overruns due to, among other things, delays, changes to inputs or changes to engineering; |
● | Delays in construction and development of required infrastructure and variations from estimated or forecasted construction schedule; |
● | Technical complications, including adverse geotechnical conditions and other impediments to construction and development; |
● | Accuracy of Reserve and Resource estimates; |
● | Accuracy of engineering and changes in scope; |
● | Accuracy of estimated metallurgical recoveries; |
● | Accuracy of estimated plant throughput; |
● | Accuracy of the estimated capital required to build and operate the project; |
● | Adverse regulatory developments, including the imposition of new regulations; |
|
|
|
Skeena Gold + Silver |
Management’s Discussion & Analysis |
26 |
|
|
|
SKEENA RESOURCES LIMITED |
|
Management Discussion and Analysis |
|
For the three months ended March 31, 2025 |
|
(Expressed in thousands of Canadian dollars within tables, unless otherwise noted) |
|
● | Fluctuation in prevailing prices for gold, silver and other metals, which may affect the profitability of the project; |
● | Community action or other disruptive activities by stakeholders; |
● | Adequacy and availability of a skilled workforce; |
● | Difficulties in procuring or a failure to procure required supplies and resources to develop, construct and operate a mine; |
● | Availability, supply and cost of power; |
● | Weather or severe climate impacts; |
● | Litigation; |
● | Dependence on third parties for services and utilities; |
● | The interpretation of geological data obtained from drill holes and other sampling techniques; |
● | Government regulations, including regulations relating to prices, taxes and royalties; and |
● | A failure to develop or manage a project in accordance with expectations or to properly manage the transition to an operating mine. |
Our operations are also subject to all of the hazards and risks normally encountered in the exploration and development of mineral projects and properties, including unusual and unexpected geologic formations, seismic activity, rock slides, ground instabilities or failures, mechanical failures, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of facilities, damage to life or property, environmental damage and possible legal liability.
Most of the above factors are beyond the control of the Company. The exact effect of these factors cannot be accurately predicted, but any one of these factors or a combination thereof may have an adverse effect on the Company’s business.
We are subject to the continued listing criteria of the TSX and the NYSE and our failure to satisfy these criteria may result in delisting of our common shares.
Our common shares are currently listed on the TSX and the NYSE. In order to maintain the listing, we must maintain certain financial and share distribution targets, including maintaining a minimum number of public shareholders, and, in the case of the NYSE, a minimum share price. In addition to objective standards, the TSX or the NYSE may delist the securities of any issuer if, in its opinion: the issuer’s financial condition and/or operating results appear unsatisfactory; if the Company fails to accurately report financial performance on a timely basis; if it appears that the extent of public distribution or the aggregate market value of the security has become so reduced as to make continued listing on the TSX or the NYSE inadvisable; if the issuer sells or disposes of principal operating assets or ceases to be an operating company; if an issuer fails to comply with the listing requirements of TSX or the NYSE; or if any other event occurs or any condition exists which makes continued listing on the TSX or the NYSE, in the opinion of the TSX or the NYSE, inadvisable.
If the TSX or the NYSE delists our common shares, investors may face material adverse consequences, including, but not limited to, a lack of trading market for the common shares, reduced liquidity, decreased analyst coverage of the Company, and an inability for us to obtain additional financing to fund our operations.
Economic and Other Risks
Certain global developments have resulted in additional risk factors that have the potential to introduce uncertainty in the Company’s future operations, particularly during the construction phase of the Eskay Creek Project, namely:
· |
Changes in general economic conditions, the financial markets, tariffs, inflation and interest rates and the demand and market price for our costs, such as labour, steel, concrete, diesel fuel, electricity and other forms of energy, mining |
|
|
|
Skeena Gold + Silver |
Management’s Discussion & Analysis |
27 |
|
|
|
SKEENA RESOURCES LIMITED |
|
Management Discussion and Analysis |
|
For the three months ended March 31, 2025 |
|
(Expressed in thousands of Canadian dollars within tables, unless otherwise noted) |
|
equipment, and fluctuations in exchange rates, particularly with respect to the value of the U.S. dollar and Canadian dollar.
· |
Uncertainties resulting from the proposed tariffs by the United States, Russia-Ukraine and Israel-Hamas conflicts, and the accompanying international response, created increased volatility in commodity markets (including oil and gas prices), and disrupted international trade and financial markets, all of which have an ongoing and uncertain effect on global economics, supply chains, availability of materials and equipment, and execution timelines for project development. To date, the Company’s operations have not been materially negatively affected by the ongoing conflicts, but should these conflicts go on for an extended period of time, or should other geopolitical disputes and conflicts emerge in other regions, these could result in material adverse effects to the Company. |
Acquisition, Business Arrangements and Transaction Risk
The Company may seek new mining and development opportunities in the mining industry as well as business arrangements or transactions. In pursuit of such opportunities, the Company may fail to select appropriate acquisition targets or negotiate acceptable arrangements, including arrangements to finance acquisitions or integrate the acquired businesses and their workforce into the Company. Ultimately, any acquisitions would be accompanied by risks, which could include change in commodity prices, difficulty with integration, failure to realize anticipated synergies, significant unknown liabilities, delays in regulatory approvals and exposure to litigation.
There may be an inability to complete the investment on the proposed terms or at all due to delays in obtaining or inability to obtain required regulatory and exchange approvals. Any issues that the Company encounters in connection with an acquisition, business arrangement or transaction could have an adverse effect on its business, results of operations and financial position.
No History of Dividends
The Company has not, since the date of its incorporation, declared or paid any cash dividends on its common shares and does not currently have a policy with respect to the payment of dividends. The payment of dividends in the future will depend on the earnings, if any, and the Company’s financial condition and such other factors as the Board of Directors considers appropriate.
Responsibility for Technical Information
The technical and scientific information relating to exploration activities disclosed in this document was prepared under the supervision of and verified and reviewed by Paul Geddes, P. Geo, the Company’s Senior Vice President of Exploration & Resource Development, and a "Qualified Person" as defined in NI 43-101. Data verification involves data input and review by senior project geologists at site, scheduled weekly and monthly reporting to senior exploration management and the completion of project site visits by senior exploration management to review the status of ongoing project activities and data underlying reported results. All drilling results for exploration projects or supporting resource and reserve estimates referenced in this MD&A have been previously reported in news releases disclosures by the Company and have been prepared in accordance with NI 43-101. The sampling and assay data from drilling programs are monitored through the implementation of a quality assurance - quality control (“QA-QC”) program designed to follow industry best practice.
Off Balance Sheet Arrangements
The Company has not entered into any off-balance sheet arrangements.
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Skeena Gold + Silver |
Management’s Discussion & Analysis |
28 |
|
|
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SKEENA RESOURCES LIMITED |
|
Management Discussion and Analysis |
|
For the three months ended March 31, 2025 |
|
(Expressed in thousands of Canadian dollars within tables, unless otherwise noted) |
|
Information Concerning Estimates of Measured, Indicated and Inferred Resources
The mineral reserves and mineral resources included or incorporated by reference in this MD&A have been estimated in accordance with NI 43-101 as required by Canadian securities regulatory authorities, which differ from the requirements of U.S. securities laws. The terms “mineral reserve”, “proven mineral reserve”, “probable mineral reserve”, “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are Canadian mining terms as defined in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) “CIM Definition Standards – For Mineral Resources and Mineral Reserves” adopted by the CIM Council (as amended, the “CIM Definition Standards”).
The U.S. Securities and Exchange Commission (the “SEC”) has mineral property disclosure rules in Regulation S-K Subpart 1300 applicable to issuers with a class of securities registered under the Securities Exchange Act of 1934 (the “Exchange Act”), which rules were updated effective February 25, 2019 (the “SEC Mineral Property Rules”) with compliance required for the first fiscal year beginning on or after January 1, 2021. Skeena is not required to provide disclosure on its mineral properties under the SEC Mineral Property Rules or their predecessor rules under SEC Industry Guide 7 because it is a “foreign private issuer” under the Exchange Act and is entitled to file reports with the SEC under a multijurisdictional disclosure system (“MJDS”). The SEC Mineral Property Rules include terms describing mineral reserves and mineral resources that are substantially similar, but not always identical, to the corresponding terms under the CIM Definition Standards. The SEC Mineral Property Rules allow estimates of “measured”, “indicated” and “inferred” mineral resources. The SEC Mineral Property Rules’ definitions of “proven mineral reserve” and “probable mineral reserve” are substantially similar to the corresponding CIM Definition Standards. Investors are cautioned that, while these terms are substantially similar to definitions in the CIM Definition Standards, differences exist between the definitions under the SEC Mineral Property Rules and the corresponding definitions in the CIM Definition Standards. Accordingly, there is no assurance any mineral reserves or mineral resources that Skeena may report as “proven mineral reserves”, “probable mineral reserves”, “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” under NI 43-101 would be the same had Skeena prepared the mineral reserve or mineral resource estimates under the standards adopted under the SEC Mineral Property Rules.
In addition, investors are cautioned not to assume that any part or all of the mineral resources constitute or will be converted into reserves. These terms have a great amount of uncertainty as to their economic and legal feasibility. Accordingly, investors are cautioned not to assume that any “measured”, “indicated”, or “inferred” mineral resources that Skeena reports in this MD&A are or will be economically or legally mineable. Further, “inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an “inferred mineral resource” will ever be upgraded to a higher category. Under Canadian securities laws, estimate of “inferred mineral resources” may not form the basis of feasibility or prefeasibility studies, except in rare cases where permitted under NI 43-101.For these reasons, the mineral reserve and mineral resource estimates and related information in this MD&A may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the U.S. federal securities laws and the rules and regulations thereunder.
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Skeena Gold + Silver |
Management’s Discussion & Analysis |
29 |
|
|
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SKEENA RESOURCES LIMITED |
|
Management Discussion and Analysis |
|
For the three months ended March 31, 2025 |
|
(Expressed in thousands of Canadian dollars within tables, unless otherwise noted) |
|
Due to the nature of the Company’s operations, various legal and tax matters arise in the ordinary course of business. The Company accrues such items as liabilities when the amount can be reasonably estimated, and settlement of the matter is probable to require an outflow of future economic benefits from the Company.
In 2022, the Chief Gold Commissioner and Supreme Court of British Columbia asserted, in error, that the Company did not own the mineral rights to materials previously deposited in the Albino Lake Storage Facility by previous operators. In July 2024, the British Columbia Court of Appeal overturned the decision of the Chief Gold Commissioner and Supreme Court of British Columbia, and referred the matter back to the Chief Gold Commissioner for rehearing and reconsideration. The counterparty in the matter has sought leave to appeal to the Supreme Court of Canada. In April 2025, the Supreme Court of Canada dismissed the counterparty’s application for permission to appeal the British Columbia Court of Appeal’s decision. As the materials contained in the Albino Lake Storage Facility were not included in the Company’s Eskay Creek Prefeasibility Study (2021), Feasibility Study (2022) nor in the updated Feasibility Study (2023), the outcome of this matter is not expected to have any effect on the carrying value of Eskay.
At March 31, 2025, the Company had the following contractual obligations outstanding:
|
|
Total |
|
Less Than |
|
1-5 Years |
|
Greater than |
||||
Accounts payable |
|
$ |
19,378 |
|
$ |
19,378 |
|
$ |
— |
|
$ |
— |
Commitment to spend on development (1) |
|
|
35,778 |
|
|
35,778 |
|
|
— |
|
|
— |
Reclamation and mine closure (2) |
|
|
72,750 |
|
|
72 |
|
|
419 |
|
|
72,259 |
Leases (3) |
|
|
35,652 |
|
|
7,246 |
|
|
13,460 |
|
|
14,946 |
Other liabilities |
|
|
5,787 |
|
|
1,345 |
|
|
4,442 |
|
|
— |
Contractual obligations |
|
|
46,407 |
|
|
46,407 |
|
|
— |
|
|
— |
Total |
|
$ |
215,752 |
|
$ |
110,226 |
|
$ |
18,321 |
|
$ |
87,205 |
(1) |
Amounts represent commitments to spend on qualifying Canadian development expenses as defined in Canadian Income Tax Act resulting from the issuance of flow-through shares. |
(2) |
Reclamation and mine closure amounts represent the Company’s estimate of the cash flows associated with its legal obligation to reclaim mining properties. This amount will increase as site disturbances increase and will decrease as reclamation work is completed. Amounts shown on the table are undiscounted. |
(3) |
Including non-lease components such as common area maintenance and other costs. |
Following receipt of proceeds from the Gold Stream, the Company’s gold production from the Eskay Project is subject to the terms of the Gold Stream.
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|
|
Skeena Gold + Silver |
Management’s Discussion & Analysis |
30 |
|
|
|
SKEENA RESOURCES LIMITED |
|
Management Discussion and Analysis |
|
For the three months ended March 31, 2025 |
|
(Expressed in thousands of Canadian dollars within tables, unless otherwise noted) |
|
The following section updates the Outstanding Share Data provided in the condensed interim consolidated financial statements for the three months ended March 31, 2025 to the date of the MD&A:
Common shares |
|
|
Common shares outstanding at March 31, 2025 |
|
114,331,658 |
Common shares issued |
|
437,327 |
Common shares outstanding at the date of the MD&A |
|
114,768,985 |
Stock options |
|
|
Stock options outstanding at March 31, 2025 |
|
7,521,428 |
Stock options exercised |
|
(273,544) |
Stock options cancelled |
|
(110,380) |
Stock options outstanding at the date of the MD&A |
|
7,137,504 |
RSUs |
|
|
RSUs outstanding at March 31, 2025 |
|
851,932 |
RSUs vested |
|
(146,554) |
RSU cancelled |
|
(35,907) |
RSUs outstanding at the date of the MD&A |
|
669,471 |
PSUs |
|
|
||
PSUs outstanding at March 31, 2025 |
|
1,716,596 |
||
PSUs cancelled |
|
(5,200) |
||
PSUs outstanding at the date of the MD&A |
|
1,711,396 |
DSUs |
|
|
||
DSUs outstanding at March 31, 2025 and the date of the MD&A |
|
299,761 |
|
|
|
Skeena Gold + Silver |
Management’s Discussion & Analysis |
31 |
|
|
|
SKEENA RESOURCES LIMITED |
|
Management Discussion and Analysis |
|
For the three months ended March 31, 2025 |
|
(Expressed in thousands of Canadian dollars within tables, unless otherwise noted) |
|
Directors: |
|
|
|
Walter Coles, Jr. (Chair) |
Executive Chairman |
Craig Parry2 |
Lead Independent Director |
Randy Reichert |
President & Chief Executive Officer |
Suki Gill1,2 |
Independent Director |
Greg Beard1,3 |
Independent Director |
Nathalie Sajous1,3 |
Independent Director |
Hansjoerg Plaggemars |
Independent Director |
Board Committees:
1. |
Audit Committee |
2. |
Compensation Committee |
3. |
Nominating & Corporate Governance Committee |
Officers: |
|
Walter Coles, Jr. |
Executive Chairman |
Randy Reichert |
President & Chief Executive Officer |
Andrew MacRitchie |
Chief Financial Officer |
Robert Kiesman |
Corporate Secretary |
Corporate Head Office |
Investor Relations |
|
|
2600 – 1133 Melville Street |
Galina Meleger, Vice President, Investor Relations |
Vancouver, BC |
Phone: +1-604-684-8725 |
V6E 4E5 Canada |
Email: info@skeenaresources.com |
https://skeenagoldsilver.com/ |
|
Auditors |
Solicitors |
|
|
KPMG LLP |
McCarthy Tétrault LLP |
777 Dunsmuir Street |
2400 - 745 Thurlow Street |
Vancouver, BC |
Vancouver, BC |
V7Y 1K3 Canada |
V6E 0C5 Canada |
Registrar and Transfer Agent
Computershare Trust Company of Canada
510 Burrard Street
3rd Floor
Vancouver, BC
V6C 3B9 Canada
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|
Skeena Gold + Silver |
Management’s Discussion & Analysis |
32 |
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