Voluntary Supplemental Material by Foreign Issuer (Form SUPPL)

 Filed Pursuant to General Instruction II.L. of Form F-10​

 File No. 333-269481​

PROSPECTUS SUPPLEMENT
To the Short Form Base Shelf Prospectus dated January 31, 2023

New Issue February 20, 2025

SKEENA RESOURCES LIMITED

$70,560,000 (or up to $77,762,900, if the FT Election is made for 2,230,000 FT Shares)

4,800,000 Common Shares, of which, up to 2,230,000 are FT Shares

This prospectus supplement (this "Prospectus Supplement") of Skeena Resources Limited (the "Corporation", "Skeena" , "us", "we" or "our"), together with the short form base shelf prospectus dated January 31, 2023 (the "Prospectus"), qualifies the distribution (the "Offering") of 4,800,000 common shares of the Corporation (the "Common Shares") at a price of $14.70 per Common Share (the "Common Share Offering Price").

The Offered Shares (as defined herein) will be issued pursuant to an underwriting agreement (the "Underwriting Agreement") dated as of February 20, 2025 among the Corporation, BMO Nesbitt Burns Inc. (the "Lead Underwriter"), and Raymond James Ltd., RBC Dominion Securities Inc., Agentis Capital Markets LP, Canaccord Genuity Corp., CIBC World Markets Inc., Desjardins Securities Inc. and TD Securities Inc. (collectively with the Lead Underwriter, the "Underwriters"). The Common Shares will be offered in the United States and in each of the provinces of Canada, other than Québec, through the Underwriters either directly or through their respective U.S. or Canadian broker-dealer affiliates or agents. The Offering is being made concurrently in Canada under the terms of this Prospectus Supplement and in the United States under the terms of the Corporation's prospectus supplement filed pursuant to General Instruction II.L of Form F-10 under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), supplementing the base prospectus that forms a part of the Corporation's registration statement (the "Registration Statement") on Form F-10 filed with the United States Securities and Exchange Commission (the "SEC"). See "Plan of Distribution" and "Description of the Securities Distributed".

The Underwriters may elect, at any time up to 48 hours prior to Closing (as defined herein) (the "FT Election"), to have up to 2,230,000 Common Shares issuable under the Offering (including any Common Shares issuable upon exercise of the Underwriters' Option (as defined herein)) be issued as "flow through shares" ​(the "FT Shares" and, together with the Common Shares, the "Offered Shares") within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act") at a price of $17.93 per FT Share (the "FT Offering Price"). This Prospectus Supplement and the Prospectus also qualifies the issuance of the FT Shares. Notwithstanding the foregoing, the Underwriters will endeavour to arrange for substituted purchasers (collectively, "Substituted Purchasers") of the FT Shares, if any, with the effect that such Substituted Purchasers will be the initial purchasers of the FT Shares. To the extent that Substituted Purchasers purchase the FT Shares, the Underwriters shall not be obligated to purchase the FT Shares so purchased by such Substituted Purchasers.

The Corporation will incur sufficient Canadian development expense ("CDE") as defined in subsection 66.2(5) of the Tax Act on or before December 31, 2025 so as to enable the Corporation to renounce, on or before December 31, 2025, in favour of the purchasers of the FT Shares, if any, an amount of CDE equal to the gross proceeds raised from the issuance of any FT Shares (the "Flow-Through Funds"). See "Renunciation of CDE" and "Certain Canadian Federal Income Tax Considerations".

The Corporation understands that the initial purchasers of any FT Shares may subsequently choose to sell such FT Shares (the "Secondary Shares") to purchasers arranged by the Underwriters (the "Re-Offering") at a price of $14.70 (the "Re-Offer Price"). The Corporation will not be a party to any such arrangements. The Secondary Shares may be offered for sale in the United States, through the Underwriters either directly or through their respective U.S. broker-dealer affiliates or agents.

Unless the context otherwise requires, references to the "Offering" and the "Offered Shares" include the additional Offered Shares issuable upon exercise of the Underwriters' Option (as defined herein) and the Secondary Shares. The Common Share Offering Price and FT Offering Price have been determined by arm's length negotiations between the Corporation and the Lead Underwriter, on behalf of the Underwriters.

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The outstanding Common Shares are listed on the Toronto Stock Exchange (the "TSX") and the New York Stock Exchange ("NYSE") under the symbol "SKE". The closing prices of the Common Shares on the TSX and NYSE on February 19, 2025, the last trading day prior to the date of this Prospectus Supplement, were C$14.68 and US$10.32, respectively. Skeena has applied to list the Offered Shares distributed hereunder on the TSX and NYSE. The TSX has not conditionally approved the Corporation's listing application. The NYSE has not conditionally approved the Corporation's listing application and there is no assurance that the TSX or NYSE will approve the listing applications. Listing will be subject to Skeena fulfilling all listing requirements of the TSX and NYSE, as applicable.

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Notes:

(1)

Pursuant to the Underwriting Agreement, the Corporation has agreed to pay to the Underwriters a fee (the "Underwriting Commission") representing 5.0% of the aggregate gross proceeds of the Offering, (including any proceeds realized from the sale of any FT Shares and Additional Shares (as defined herein)).

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(2)

After deducting the Underwriting Commission, but before deducting expenses related to the Offering estimated at $1,000,000, which will be paid from the proceeds of the Offering. See "Use of Proceeds".

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(3)

If the Underwriters make the FT Election in full (excluding any shares issuable upon exercise of the Underwriters' Option), the "Price to the Public", the "Underwriting Commission" and the "Net Proceeds to the Corporation" ​(before deducting expenses of the Offering) will be $14.70, $0.7350 and $13.9650, respectively, per Common Share, and $17.93, $0.8965 and $17.0335, respectively, per FT Share for a total of $77,762,900, $3,888,145 and $73,874,755, respectively.

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(4)

The Corporation has granted to the Underwriters an option (the "Underwriters' Option"), exercisable in whole or in part at any time up to 48 hours prior to Closing, to increase the aggregate number of Common Shares (including any FT Shares) purchased in the Offering by 15%. The Underwriters' Option is exercisable for Common Shares (each, an "Additional Common Share"), FT Shares (each, an "Additional FT Share" and together with the Additional Common Shares, the "Additional Shares") or any combination thereof. In all circumstances, the number of Additional Shares available to be sold is subject to the maximum amounts allowable under the Corporation's final base shelf prospectus dated January 31, 2023. If the Underwriters' Option is exercised in full for the maximum number of Additional FT Shares (assuming the FT Election is made in full), the "Price to the Public", the "Underwriting Commission" and the "Net Proceeds to the Corporation" ​(before deducting expenses of the Offering) will be $14.70, $0.7350 and $13.9650, respectively, per Common Share, and $17.93, $0.8965 and $17.0335, respectively, per FT Share for a total of $88,346,900, $4,417,345 and $83,929,555, respectively. This Prospectus Supplement and the Prospectus also qualify the distribution of the Additional Shares upon exercise of the Underwriters' Option. See "Plan of Distribution".

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The Underwriters, as principals, conditionally offer the Offered Shares, subject to prior sale, if, as and when issued by the Corporation and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under "Plan of Distribution" and subject to approval of certain legal matters on behalf of the Corporation by Blake, Cassels & Graydon LLP, certain United States legal matters on behalf of the Corporation by Skadden, Arps, Slate, Meagher & Flom LLP and certain legal matters on behalf of the Underwriters by Stikeman Elliott LLP and certain United States legal matters on behalf of the Underwriters by Paul, Weiss, Rifkind, Wharton & Garrison LLP.

Subscriptions for the Offered Shares will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice.

It is expected that the completion of the sale of the Offered Shares pursuant to the Offering (the "Closing") will take place on or about February 26, 2025, or on such other date as may be agreed upon by the Corporation and the Underwriters and, in any event, no later than February 28, 2025 (the "Closing Date"). The Offered Shares are to be taken up by the Underwriters, if at all, on or before a date not later than 42 days after the date of the receipt for this Prospectus Supplement. Except as may be otherwise agreed by the Corporation and the Lead Underwriter, the Offering will be conducted under the book-based system operated by CDS Clearing and Depository Services Inc. ("CDS"). A subscriber who purchases Offered Shares will receive only a customary confirmation from the registered dealer from or through whom Offered Shares are purchased and who is a CDS participant. CDS will record the CDS participants who hold Offered Shares on behalf of owners who have purchased Offered Shares in accordance with the book-based system. See "Plan of Distribution".

In connection with the Offering and subject to applicable laws, the Underwriters may over-allot or effect transactions that stabilize or maintain the market price of the Common Shares in accordance with applicable market stabilization rules. Such transactions, if commenced, may be discontinued at any time. The Common Shares and any FT Shares sold by the Underwriters to the public will initially be offered at the Common Share Offering Price or FT Offering Price, respectively. After the Underwriters have made

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a reasonable effort to sell all of the Common Shares and any FT Shares at the Common Share Offering Price and the FT Offering Price, respectively, the Underwriters may change the Common Share Offering Price or FT Offering Price, as applicable, and the other selling terms to an amount not greater than the Common Share Offering Price or FT Offering Price, as applicable, and the compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by the purchasers for the Common Shares or any FT Shares is less than the gross proceeds paid by the Underwriters to the Corporation. See "Plan of Distribution".

We are permitted under a multijurisdictional disclosure system adopted by the securities regulatory authorities in Canada and the United States (the "MJDS") to prepare this Prospectus Supplement and the accompanying Prospectus in accordance with the disclosure requirements of Canada. Prospective investors in the United States should be aware that such requirements are different from those of the United States. The financial statements incorporated by reference in this Prospectus Supplement and the accompanying Prospectus have generally been prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board, and are subject to Canadian auditing and auditor independence standards. As a result, our financial statements may not be comparable to financial statements of United States companies prepared in accordance with United States generally accepted accounting principles.

Purchasers of the Offered Shares should be aware that the acquisition, holding or disposition of the Offered Shares may have tax consequences both in Canada and the United States. Such consequences for purchasers who are resident in Canada or the United States may not be described fully herein. Prospective purchasers are advised to consult their own tax advisors regarding the application of Canadian and/or U.S. federal income tax laws to their particular circumstances, as well as any other provincial, state, foreign and other tax consequences of acquiring, holding or disposing of the Offered Shares and related securities. See "Certain Canadian Federal Income Tax Considerations" and "Certain U.S. Federal Income Tax Considerations".

Your ability to enforce civil liabilities under the United States federal securities laws may be affected adversely because we are incorporated in British Columbia, Canada, some of our officers and directors and some or all of the experts named in this Prospectus Supplement and the accompanying Prospectus are Canadian residents, and the underwriters, dealers or agents named in this Prospectus Supplement may be residents of a country other than the United States, and all or a substantial portion of our assets are located outside of the United States.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATOR HAS APPROVED OR DISAPPROVED THE SECURITIES OFFERED HEREBY, PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS ARE TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Certain of the Corporation's directors and officers reside outside of Canada and have appointed an agent for service of process in Canada. See "Agent for Service of Process".

The Corporation's head and registered office is located at Suite 2600, 1133 Melville Street, Vancouver, British Columbia, V6E 4E5.

An investment in the Offered Shares is highly speculative and involves significant risks that you should consider before purchasing such Offered Shares. You should carefully review the "Risk Factors" section of this Prospectus Supplement, the Prospectus and the documents incorporated by reference herein and therein as well as the information under the heading "Caution Regarding Forward-Looking Information".

TABLE OF CONTENTS

TABLE OF CONTENTS OF THE SHORT FORM BASE SHELF PROSPECTUS

ABOUT THIS PROSPECTUS

This document is in two parts. The first part is this Prospectus Supplement, which describes the terms of the Offering and also adds to and updates information contained in the Prospectus and the documents incorporated by reference therein. The second part, the Prospectus, gives more general information, some of which may not apply to the Offering. This Prospectus Supplement is deemed to be incorporated by reference into the Prospectus solely for the purpose of the Offering constituted by this Prospectus Supplement. Other documents are also incorporated, or are deemed to be incorporated, by reference into the Prospectus and reference should be made to the Prospectus for full particulars thereof.

Investors should rely only on the information contained or incorporated by reference in this Prospectus Supplement and the Prospectus and on the other information included in the Registration Statement of which this Prospectus Supplement and the accompanying Prospectus form a part. The Corporation has not, and the Underwriters have not, authorized anyone to provide investors with different or additional information. Neither the Corporation nor the Underwriters are making an offer of the Offered Shares in any jurisdiction where such offer is not permitted. This Prospectus Supplement does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this Prospectus Supplement by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. An investor should assume that the information appearing in this Prospectus Supplement or the Prospectus is accurate only as of the date on the front of those documents and that information contained in any document incorporated by reference herein or therein is accurate only as of the date of that document unless specified otherwise. The Corporation's business, financial condition, results of operations and prospects may have changed since those dates.

Market data and certain industry forecasts used in this Prospectus Supplement and the Prospectus and the documents incorporated by reference herein and therein were obtained from market research, publicly available information and industry publications. The Corporation believes that these sources are generally reliable, but the accuracy and completeness of this information is not guaranteed. The Corporation has not independently verified such information, and it does not make any representation as to the accuracy of such information.

In this Prospectus Supplement and the Prospectus, unless otherwise indicated, all dollar amounts and references to "US$" are to U.S. dollars and references to "$" and "C$" are to Canadian dollars. See "Currency Presentation and Exchange Rate Information".

In this Prospectus Supplement and the Prospectus, unless the context otherwise requires, references to "we", "us", "our" or similar terms, as well as references to "Skeena" or the "Corporation", refer to Skeena Resources Limited together with our subsidiaries.

CAUTIONARY NOTE TO UNITED STATES INVESTORS REGARDING PRESENTATION OF MINERAL RESERVE AND MINERAL RESOURCE ESTIMATES

We are permitted under the MJDS to prepare this Prospectus Supplement, the Prospectus, and documents incorporated by reference herein or therein, in accordance with the requirements of Canadian securities laws, which differ from the requirements of United States securities laws.

Unless otherwise indicated, all mineral reserve and mineral resource estimates included in this Prospectus Supplement, the Prospectus and the documents incorporated by reference herein and therein have been prepared in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") and the Canadian Institute of Mining, Metallurgy and Petroleum (the "CIM") - CIM Definition Standards on mineral resources and mineral reserves, adopted by the CIM Council, as amended (the "CIM Standards"). These standards differ significantly from the mineral property disclosure requirements of the SEC in Regulation S-K Subpart 1300 (the "SEC Modernization Rules") under the United States Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"). Accordingly, the Corporation's disclosure of mineralization and other technical information in this Prospectus Supplement, the Prospectus and the documents incorporated herein and therein by reference may differ significantly from the information that would be disclosed had the Corporation prepared the information under the standards adopted under the SEC Modernization Rules. The mineral resource and mineral reserve figures referred to in this Prospectus

Supplement, the Prospectus and the documents incorporated herein and therein by reference are estimates and no assurances can be given that the indicated levels of mineral will be produced. Such estimates are expressions of judgment based on knowledge, mining experience, analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available. By their nature, mineral resource and mineral reserve estimates are imprecise and depend, to a certain extent, upon statistical inferences which may ultimately prove unreliable. Any inaccuracy or future reduction in such estimates could have a material adverse impact on the Corporation.

CAUTION REGARDING FORWARD-LOOKING INFORMATION

This Prospectus Supplement, the Prospectus and the documents incorporated by reference herein and therein contain "forward-looking information" or "forward-looking statements" within the meaning of applicable Canadian and United States securities legislation (collectively herein referred to as "forward-looking information"). Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget" or "budgeted", "scheduled", "estimates", "projects", "forecasts", "intends", "proposes", "completes", "anticipates" or "does not anticipate", "believes", "likely", "may", "will" or "will continue", "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", "until such time", "occur", "continue", or "be achieved", and other similar words and expressions, including negative and grammatical variations thereof, or statements that certain events or conditions "may" or "will" happen, or by discussions of strategy. Forward-looking information includes, but is not limited to, estimates, plans, expectations, opinions, forecasts, projections, priorities, strategies, targets, guidance, or other statements that are not statements of fact. Forward-looking information includes, but is not limited to, statements with respect to:

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the performance of the Corporation's business and operations;

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results of the feasibility study for the Eskay Creek Project (as defined herein), including processing capacity of the mine and anticipated mine life;

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the development, expansion, and assumed future results of operations of the Corporation's projects;

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the intention to grow the business and operations of the Corporation;

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the applicability of certain laws, regulations, and any amendments thereof;

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the ability to access sufficient capital from internal and external sources and the ability to access sufficient capital on favourable terms;

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anticipated outcomes of lawsuits and other legal issues, and their direct and indirect impacts on other activities of the Corporation, particularly in relation to potential receipt or retention of regulatory approvals, and ongoing civil claims;

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anticipated actions of governmental and regulatory authorities and Indigenous groups;

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anticipated success of the exploration, development and advancement of the mineral property interests for the Eskay Creek Project and the Snip Project (as defined herein);

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the accuracy of capital and operating cost estimates for projects;

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the ability to attract and retain skilled staff;

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requirements for additional capital;

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further drawdowns under the Corporation's Project Financing Package (as defined herein);

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the Corporation's ability to repurchase a portion of the Gold Stream Arrangement (as defined herein);

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the ability of the Corporation to generate cash flow from operations;

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expectations of market prices and costs, including the impact of foreign exchange rates;

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income and sales tax regulatory matters, tariffs, competition, sales projections, currency, and interest rate fluctuations;

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the competitive and business strategies of the Corporation;

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the success of exploration programs;

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continuation of rights to explore and mine;

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exploration, development and expansion plans and objectives;

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the ability to expand existing mineral reserves and mineral resources, generally;

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environmental, permitting and social risks;

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the future development, costs and outcomes of the Corporation's exploration projects;

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the success of undeveloped mining activities;

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permits, licenses and treatment under governmental regulatory regimes;

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anticipated future timelines, especially involving third parties and / or activities requiring permits;

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the timing and closing of the Offering;

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the listing of the Offered Shares on the TSX and NYSE;

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the potential for the Underwriters to make the FT Election, exercise the Underwriters' Option or undertake market stabilization transactions;

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the satisfaction of the conditions to closing of the Offering, including the receipt, in a timely manner, of regulatory and other required approvals; and

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the proposed use of proceeds of the Offering.

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With respect to the forward-looking information contained in this Prospectus Supplement, the Prospectus, or documents incorporated by reference herein or therein, we have made assumptions regarding, among other things: (i) our ability to generate cash flow from operations and obtain necessary financing on acceptable terms; (ii) general economic, financial market, regulatory, and political conditions in which we operate; (iii) existence of a basic level of public support for mine development from the local community; (iv) competition; (v) anticipated and unanticipated costs; (vi) government and Tahltan Nation regulation of our activities and production and in the areas of taxation and environmental protection; (vii) the timely receipt of any required regulatory approvals; (viii) our ability to obtain qualified staff, equipment, and services in a timely and cost efficient manner; (ix) our ability to conduct operations in a safe, efficient, and effective manner; (x) the ability to obtain permits or approvals required to conduct planned exploration programs; (xi) the results of exploration; (xii) the accuracy of geological and engineering assumptions; (xiii) the likelihood of future operational difficulties (including cost escalation, unavailability of materials and equipment, industrial disturbances or other job action and possible events related to health, safety and environmental matters); (xiv) the likelihood of social unrest; (xv) the likelihood of the failure of counterparties to perform their contractual obligations; (xvi) changes in priorities, plans, strategies and prospects; (xvii) general economic, industry, business and market conditions; (xviii) disruptions or changes in the credit or securities markets; (xix) changes in law, regulation, or application and interpretation of the same; (xx) the ability to implement business plans and strategies, and to pursue business opportunities; (xxi) rulings by courts or arbitrators, proceedings and investigations; (xxii) inflationary pressures; (xxiii) future impacts of pandemics or other public health crises; and (xxiv) various other events, conditions or circumstances that could disrupt Skeena's priorities, plans, strategies and prospects.

Forward-looking information, while based on management's best estimates and assumptions, is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Skeena to be materially different from those expressed or implied by such forward-looking information, including but not limited to risks related to: general economic conditions and credit availability; actual results of current exploration activities; unanticipated reclamation expenses; changes in project parameters as plans continue to be refined; fluctuations in prices of metals; fluctuations in foreign currency exchange rates; increases in market prices of mining consumables; possible variations in mineral reserves, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes, title disputes, claims and limitations on insurance coverage and other risks of the mining

industry; negotiation of agreements necessary to interconnect infrastructure for mining operations, including delays in reaching an agreement or costs associated with alternatives; delays in obtaining governmental approvals or financing or in the completion of development or construction activities; changes in national and local government regulation of mining operations, tax rules and regulations, and political and economic developments in countries in which Skeena operates; actual resolutions of legal and tax matters; no existing trading market for securities other than for our Common Shares; new diseases and epidemics; conflicts in Europe and the Middle East; the geopolitical risks associated with contracting into regions or countries that are potential concentrate customers, including China; negative operating cash flow; our broad discretion in the use of net proceeds; loss of investment; smelter terms being market dependent and less favorable in the future, negatively affecting project economics; the possible future restriction of export of certain minerals (especially critical minerals) to other jurisdictions, limiting the choice of smelters available to process the Corporation's material; dilution from equity financing; equity securities being subject to trading and volatility risks; sales by existing shareholders reducing Common Share prices; dividend distributions; securities class action litigation; publication of inaccurate or unfavourable research about the Corporation's business; the uncertainty of maintaining a liquid trading market for the Common Shares; difficulty in enforcing U.S. judgments against the Corporation; the Corporation being characterized as a passive foreign investment company, as well as those factors discussed in the section titled "Risk Factors" in this Prospectus Supplement, the Prospectus and the documents incorporated or deemed to be incorporated by reference herein and therein, which readers are advised to carefully review and consider.

Certain of the forward-looking information and other information contained in this Prospectus Supplement, the Prospectus or documents incorporated by reference herein and therein, concerning the mining industry and the general expectations of Skeena concerning the mining industry are based on estimates prepared by Skeena using data from publicly available governmental sources, market research, industry analysis, and on assumptions based on data and knowledge of the mining industry, which Skeena believes to be reasonable. However, such data is inherently imprecise. While Skeena is not aware of any misstatement regarding any industry or government data presented in this Prospectus Supplement, the Prospectus or documents incorporated by reference herein and therein, the mining industry involves risks and uncertainties that are subject to change based on various factors and the accuracy and completeness of this information cannot be guaranteed.

Although Skeena has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking information. Accordingly, readers are cautioned not to place undue reliance on forward-looking information. The forward-looking information contained in each of the documents incorporated by reference herein is made as of the date of such document and, accordingly, is subject to change after such date. The Corporation does not undertake to update any forward-looking information, whether as a result of new information, future events or otherwise except as, and to the extent, required by applicable securities laws.

All of the forward-looking information in this Prospectus Supplement, the Prospectus or documents incorporated by reference herein and therein is qualified by these cautionary statements and other cautionary statements or factors contained herein and therein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Skeena.

DOCUMENTS INCORPORATED BY REFERENCE

This Prospectus Supplement is deemed to be incorporated by reference in the Prospectus solely for the purpose of the Offering.

Information has been incorporated by reference in this Prospectus Supplement and the Prospectus from documents filed with, or furnished to, the securities commissions or similar authorities in Canada and with the SEC in the United States. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of the Corporation at the address set forth on the cover page of this Prospectus Supplement and are also available electronically at www.sedarplus.com ("SEDAR+").

Documents filed with, or furnished to, the SEC are available through the SEC's Electronic Data Gathering and Retrieval System ("EDGAR") at www.sec.gov.

The following documents of the Corporation filed with the securities commissions or similar authorities in each of the provinces of Canada, except the province of Québec, and filed with, or furnished to, the SEC are specifically incorporated by reference into, and form an integral part of, this Prospectus Supplement:

(a)

the annual information form of Skeena dated March 28, 2024 for the year ended December 31, 2023 (the "AIF");

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(b)

the audited consolidated financial statements of Skeena as at and for the years ended December 31, 2023 and 2022, together with the notes thereto and the report of the independent registered public accounting firm thereon;

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(c)

the management's discussion and analysis of the financial condition and results of operations of Skeena as at and for the year ended December 31, 2023 ("Annual MD&A");

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(d)

the management information circular dated May 13, 2024 in respect of the annual general meeting of shareholders held on June 17, 2024;

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(e)

the material change report dated July 4, 2024 in respect of the Corporation's financing package with Orion Resource Partners for the development, construction, and general working capital required to advance the Eskay Creek Project;

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(f)

the unaudited condensed interim consolidated financial statements of Skeena as at and for the three and nine months ended September 30, 2024 and 2023, together with the notes thereto (the "Interim Financial Statements");

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(g)

the management's discussion and analysis of the financial condition and results of operations of Skeena as at and for the three months and nine months ended September 30, 2024 (the "Interim MD&A"); and

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(h)

the template version (as defined in National Instrument 41-101 - General Prospectus Requirements) of the term sheet dated February 18, 2025 in connection with the Offering (the "Marketing Materials").

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Any document of the type required by National Instrument 44-101 - Short Form Prospectus Distributions to be incorporated by reference into a short form prospectus, including any annual information forms, material change reports (except confidential material change reports), business acquisition reports, interim financial statements, annual financial statements and the independent auditor's report thereon, management's discussion and analysis and information circulars of Skeena and any template version of "marketing materials" ​(as defined in National Instrument 41-101 - General Prospectus Requirements) filed with securities commissions or similar authorities in Canada after the date of this Prospectus Supplement and prior to the completion or withdrawal of the distribution of securities shall be deemed to be incorporated by reference into this Prospectus.

In addition, to the extent that any document or information incorporated by reference into this Prospectus Supplement is filed with, or furnished to, the SEC pursuant to the U.S. Exchange Act after the date of this Prospectus Supplement and prior to the date that all Offered Shares offered hereunder are sold or the Offering is otherwise terminated, such document or information will be deemed to be incorporated by reference as an exhibit to the Registration Statement of which this Prospectus Supplement forms a part (in the case of documents or information deemed furnished on Form 6-K, only to the extent specifically stated therein).

Any statement in this Prospectus Supplement, the Prospectus or a document incorporated or deemed to be incorporated by reference herein or therein is deemed to be modified or superseded, for purposes of this Prospectus Supplement, to the extent that a statement contained herein or in the Prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein or in the Prospectus, modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseded statement shall not be deemed an admission for any

purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded will not be deemed in its unmodified or superseded form, to constitute a part of this Prospectus Supplement, except as so modified or superseded.

Upon the Corporation's filing of a new annual information form and the related annual financial statements and management's discussion and analysis with applicable securities regulatory authorities during the currency of this Prospectus Supplement, the previous annual information form, the previous annual financial statements and management's discussion and analysis and all interim financial statements, supplemental information, material change reports and information circulars filed prior to the commencement of our financial year in which the new annual information form is filed will be deemed no longer to be incorporated into this Prospectus Supplement for purposes of future offers and sales of Offered Shares under this Prospectus Supplement. Upon interim consolidated financial statements and the accompanying management's discussion and analysis and material change report being filed by the Corporation with the applicable securities regulatory authorities during the duration of this Prospectus Supplement, all interim consolidated financial statements and the accompanying management's discussion and analysis filed prior to the new interim consolidated financial statements shall be deemed no longer to be incorporated into this Prospectus Supplement for purposes of future offers and sales of Offered Shares under this Prospectus Supplement. Upon the Corporation's filing of an information circular in connection with an annual general meeting, the information circular filed in connection with the previous annual general meeting (unless such information circular also related to a special meeting) will be deemed no longer to be incorporated into this Prospectus Supplement for purposes of future offers and sales of Offered Shares under this Prospectus Supplement.

References to the Corporation's website or any other website in this Prospectus Supplement, the Prospectus or any documents that are incorporated by reference herein and therein do not incorporate by reference the information on such website into the Prospectus Supplement and the Prospectus, and we disclaim any such incorporation by reference.

DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

In addition to the documents specified in this Prospectus Supplement under the heading "Documents Incorporated by Reference" and in the Prospectus under "Documents Filed as Part of the Registration Statement", the following documents have been or will be filed with the SEC as part of the Registration Statement of which this Prospectus Supplement forms a part: (i) the Underwriting Agreement described under the heading "Plan of Distribution"; (ii) powers of attorney from our directors or officers, as applicable; (iii) the consent of KPMG LLP; (iv) the consent of Blake, Cassels & Graydon LLP; (v) the consents of certain qualified persons; and (vi) the form of indenture relating to debt securities that may be issued under the Prospectus.

MARKETING MATERIALS

In connection with the Offering, the Underwriters used the Marketing Materials as "marketing materials" (as defined in National Instrument 41-101 - General Prospectus Requirements). The Marketing Materials are not part of this Prospectus Supplement and the accompanying Prospectus to the extent that the contents of the Marketing Materials have been modified or superseded by a statement contained in this Prospectus Supplement or any amendment. Any "template version" of any "marketing materials" relating to the Offering filed on SEDAR+ after the date of this Prospectus Supplement and before the termination of the distribution under the Offering (including any amendments to, or an amended version of, the Marketing Materials) is deemed to be incorporated by reference into this Prospectus Supplement for the purposes of the Offering.

NOTICE REGARDING PRESENTATION OF FINANCIAL INFORMATION

Financial statements included or incorporated by reference herein have been prepared in accordance with IFRS, which differs from United States generally accepted accounting principles and thus may not be comparable to financial statements of United States companies.

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

The financial statements of the Corporation incorporated by reference in this Prospectus Supplement are reported in Canadian dollars.

The following table sets forth for each period indicated: (i) the exchange rates in effect at the end of the period; (ii) the high and low exchange rates during such period; and (iii) the average exchange rates for such period, for one Canadian dollar, expressed in U.S. dollars, as quoted by the Bank of Canada.

On February 19, 2025, the daily average exchange rate as quoted by the Bank of Canada was C$1.00 = US$0.7031 (US$1.00 = C$1.4223).

THE CORPORATION

Overview

Skeena is a fully financed leading gold and silver developer that is focused on advancing the Eskay Creek gold-silver project ("Eskay Creek" or the "Eskay Creek Project") and the Snip gold project (the "Snip Project") - two past producing mines located in the renowned Golden Triangle in British Columbia, Canada. Skeena is committed to sustainable mining practices and maximizing the potential of its mineral resources. In partnership with the Tahltan First Nation, Skeena strives to foster positive relationships with Indigenous communities while delivering long-term value and sustainable growth for its stakeholders.

Figure 1: Property Locations - British Columbia's Golden Triangle

Corporate Structure

Skeena was incorporated as Progress Petroleum Ltd. on September 13, 1979 in accordance with the Company Act (British Columbia). The Corporation changed its name to Prolific Petroleum Ltd. on October 24, 1979, then to Prolific Resources Ltd. on June 8, 1987 and finally, to Skeena Resources Limited on June 4, 1990. In 2006, the Corporation transitioned from the Company Act (British Columbia) to the Business Corporation Act (British Columbia).

RECENT DEVELOPMENTS

On June 24, 2024, the Corporation announced that it had secured a financing package with Orion Resource Partners for the development, construction, and general working capital required to advance the Eskay Creek Project (the "Project Financing Package"). The Project Financing Package was comprised of:

•

a US$100 million equity investment;

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•

a US$200 million gold stream, consisting of a series of five tranches to be provided subject to the satisfaction of certain customary conditions (the "Gold Stream Arrangement");

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•

a 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"); and

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•

a 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.

​

On December 16, 2024, the Corporation announced that the British Columbia Ministry of Mining and Critical Minerals had provided approval to the Corporation for the extraction of a 10,000-tonne bulk sample from the Eskay Creek Project. The bulk sample application had been the subject of consultation with local indigenous groups and local communities. Additionally, the Corporation announced the completion of extensive environmental baseline monitoring, engineering design, geotechnical investigation, stockpile assessment and safety and reclamation studies to support the bulk sample program. The Corporation also announced that, following the Corporation's initial Environmental Assessment application submission in mid-August 2024, the Eskay Creek Project had formally commenced the 180-day legislated application review process under the British Columbia Environmental Assessment Act.

On January 6, 2025, the Corporation announced that it had received US$45 million, representing the second tranche of the Gold Stream Arrangement. This was the second of five tranches contemplated under the Gold Stream Arrangement. The funds were made available following the satisfaction of certain conditions. The Corporation expects that the remaining three tranches will be drawn in settlements of US$50 million

each, subject to the satisfaction of certain customary conditions before March 31, 2026 to support continued development of the Eskay Creek Project.

On January 16, 2025, the Corporation announced drill results from its 2024 exploratory drilling program at the KSP property in the Golden Triangle of British Columbia (the "KSP Property"). During the 2024 season, 22 drillholes totaling 9,182 metres were completed across various targets on the KSP Property, highlighted by the drill discovery of wide intervals of previously undocumented Au-Cu porphyry mineralization. Drilling by the Corporation 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 traced the new mineralization along a strike length of approximately 1,000 meters, with potential for further expansion through additional drilling.

On January 27, 2025, the Corporation announced a strategic investment into TDG Gold Corp. ("TDG") to advance the Greater Shasta-Newberry project in the Toodoggone District, in British Columbia, Canada (the "Investment"). The Corporation agreed to purchase 22,000,000 TDG common shares in exchange for the sale of the Corporation's Sofia property to TDG, and payment of C$7,000,000.

RISK FACTORS

Investing in our securities is speculative and involves a high degree of risk due to the nature of our business and the present stage of our development. The following risk factors, as well as risks currently unknown to us, could materially adversely affect our future business, operations and financial condition and could cause them to differ materially from the estimates described in forward-looking information relating to us, or our business, property or financial results, each of which could cause purchasers of our securities to lose part or all of their investment. The risks set out below are not the only risks we face; risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition, results of operations and prospects. In addition to the other information contained in this Prospectus Supplement, the Prospectus and the documents incorporated by reference herein and therein, you should carefully consider the risks described below, as well as the risks described under the "Risk Factors" section of the Prospectus and the AIF before purchasing the Offered Shares.

Risks Related to the Offering and Our Securities

We will have broad discretion in the use of the net proceeds from the Offering.

While information regarding the intended use of proceeds from the sale of the Offered Shares is described under the heading "Use of Proceeds", we retain broad discretion over the use of the net proceeds from the Offering. We have identified certain forward-looking plans and objectives for the proceeds, but our ability to achieve such plans and objectives could change as a result of a number of internal and external factors, such as the impact of pandemics or other health crises on society and our operations, the impact that cross-border trade tariffs may have on the supply of raw materials required for the construction and development of the Eskay Creek Project, the impact that results from continued exploration and evaluation activities may have on our future evaluation and development plans and anticipated costs and timelines, the prices (and expected future prices) of gold and silver, access to sufficient capital and resources, and conflicts in Europe and the Middle East. Because of the number and variability of factors that will determine our use of such proceeds, our ultimate use might vary substantially from our planned use. You may not agree with how we allocate or spend the proceeds from the Offering. We may pursue acquisitions, collaborations or other opportunities that do not result in an increase in the market value of our securities, including the market value of our Common Shares, and that may result in or increase our losses from operations.

Future sales or issuances of debt or equity securities could decrease the value of any existing Common Shares, dilute investors' voting power and reduce our earnings per share.

We are authorized to issue an unlimited number of Common Shares. We may sell additional equity securities (including through the sale of securities convertible into Common Shares) and may issue additional debt or equity securities to finance our operations, exploration, development, acquisitions or other projects. However, we cannot predict the size of future sales and issuances of debt or equity securities or the effect, if any, that future sales and issuances of debt or equity securities will have on the market price of the Common Shares. Sales or issuances of a substantial number of equity securities, or the perception that such sales could occur, may adversely affect prevailing market prices for the Common Shares. With any additional sale or issuance of equity securities, investors will suffer dilution of their voting power and may experience dilution in our earnings per share.

Our Common Shares are subject to various factors that have historically made share prices volatile.

The market price of the Common Shares may be subject to large fluctuations, which may result in losses to investors.

The market price of our securities have experienced wide fluctuations which may not necessarily be related to the financial condition, operating performance, underlying asset values or prospects of Skeena. These factors include macroeconomic developments in North America and globally, market perceptions of the attractiveness of particular industries and volatile trading due to unpredictable general market or trading sentiments.

The market price of the Common Shares is also likely to increase or decrease in response to a number of events and factors, including: our operating performance and the performance of competitors and other

similar companies; volatility in metal prices; the arrival or departure of key personnel; the number of Common Shares to be publicly traded after an offering pursuant to any prospectus supplement; the public's reaction to our press releases, material change reports, other public announcements and our filings with the various securities regulatory authorities; changes in earnings estimates or recommendations by research analysts who track the Common Shares or the shares of other companies in the resource sector; changes in general economic and/or political conditions; acquisitions, strategic alliances or joint ventures involving us or our competitors; and the factors listed under the heading "Caution Regarding Forward-Looking Information".

The market price of the Common Shares may be affected by many other variables which are not directly related to our success and are, therefore, not within our control, including other developments that affect the market for all resource sector securities, the breadth of the public market for the Common Shares and the attractiveness of alternative investments.

Financial markets have recently experienced significant price and volume fluctuations that have particularly affected the market prices of equity securities of companies and that have often been unrelated to the operating performance, underlying asset values or prospects of such companies. Accordingly, the market price of the Common Shares may decline even if our operating results, underlying asset values or prospects have not changed. Additionally, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. There can be no assurance that continuing fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoil continue, our operations could be adversely impacted, and the trading price of the Common Shares may be materially adversely affected.

The market price of the Common Shares could decline as a result of future issuances or sales of our securities, which could result in insufficient liquidity.

The market price of the Common Shares could decline as a result of issuances of securities by us or sales by our existing shareholders of Common Shares in the market, or the perception that these sales could occur. The issuance of Common Shares upon the exercise of our outstanding stock options may also reduce the market price of the Common Shares. Additional Common Shares and stock options may be issued in the future. A decrease in the market price of the Common Shares could adversely affect the liquidity of the Common Shares on the TSX and NYSE. Our shareholders may be unable, as a result, to sell significant quantities of the Common Shares into the public trading markets. We may not, as a result, have sufficient liquidity to meet the continued listing requirements of the TSX and NYSE. Sales of the Common Shares by shareholders might also make it more difficult for us to sell equity or debt securities at a time and price that we deem appropriate, which may have a material adverse effect on our business, financial conditions and results of operations.

No guarantee of an active liquid market for the Common Shares.

There is no guarantee that an active trading market for the Common Shares will be maintained on the TSX and NYSE. Investors may not be able to sell their Common Shares quickly, at all, or at the latest market price if trading in the securities is not active.

U.S. investors may find it difficult to enforce U.S. judgments against us.

We are incorporated under the laws of British Columbia, Canada and many of our directors and officers are not residents of the United States. Because all or a substantial portion of our assets and the assets of these persons are located outside of the United States, it may be difficult for U.S. investors to effect service of process within the United States upon us or upon such persons who are not residents of the United States, or to realize in the United States upon judgments of U.S. courts predicated upon civil liabilities under U.S. securities laws. A judgment of a U.S. court predicated solely upon such civil liabilities may be enforceable in Canada by a Canadian court if the U.S. court in which the judgment was obtained had jurisdiction, as determined by the Canadian court, in the matter. There is substantial doubt whether an original action could be brought successfully in Canada against any of such persons or us predicated solely upon such civil liabilities.

We believe that we are likely a passive foreign investment company, which may subject U.S. Holders to adverse U.S. federal income tax consequences.

Prospective U.S. investors should be aware that they could be subject to certain adverse U.S. federal income tax consequences in the event that we are classified as a "passive foreign investment company" ​(or a "PFIC") for U.S. federal income tax purposes. The determination of whether a corporation is a PFIC for a taxable year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations, and the determination will depend on the composition of the corporation's income, expenses and assets from time to time and the nature of the activities performed by our officers and employees. We believe that we have likely been classified as a PFIC for prior taxable years and likely will continue to be classified as a PFIC for the current taxable year and the foreseeable future. Prospective investors should consult their own tax advisors regarding the likelihood and consequences of us being treated as a PFIC for U.S. federal income tax purposes, including the advisability of making certain elections that may mitigate certain possible adverse U.S. federal income tax consequences that may result in an inclusion in gross income without receipt of such income.

We have never paid, and do not currently anticipate paying, dividends.

We have not paid any dividends on the Common Shares since incorporation and do not anticipate paying dividends in the immediate future. The payment of future dividends, if any, will be reviewed periodically by the Board of Directors and will depend upon, among other things, conditions then existing including earnings, financial conditions, cash on hand, financial requirements to fund our commercial activities, development and growth, and other factors that the Board of Directors may consider appropriate in the circumstances.

Forward-looking information may prove to be inaccurate.

Investors should not place undue reliance on forward-looking information. By its nature, forward-looking information involves numerous assumptions, known and unknown risks and uncertainties, of both general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking information or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate. Additional information on the risks, assumptions and uncertainties can be found in this under the heading "Caution Regarding Forward-Looking Information".

Our business strategies may require additional financing in the future and such additional financing may not be available on acceptable terms, if at all.

The Project Financing Package provides the Corporation with more available capital than the remaining estimated expenditures required to bring the Eskay Creek Project back into production. However, estimates are necessarily uncertain and, should any of the assumptions underlying such estimates not prove to be accurate, the Corporation may require additional financing. In addition, our ability to access the remaining tranches under the Gold Stream Arrangement is subject to us meeting certain customary conditions, including but not limited to, incurring certain aggregate expenditures for the construction and development of Eskay Creek. In addition, the terms of the Senior Secured Term Loan require us to satisfy various affirmative and negative covenants. Failure to comply with these covenants may affect future utilizations under the Senior Secured Term Loan or lead to an event of default, which could cause the relevant lender to declare the Corporation in default on its existing obligations. If such an event of default were declared and remained uncured, all borrowed amounts under the Senior Secured Term Loan could become due and payable immediately.

In the event the Project Financing Package is not sufficient, or not available, to fund the continued development the Eskay Creek Project or if the Corporation pursues additional corporate opportunities, the Corporation may require additional financing. The failure to raise or procure such additional funds or the failure to achieve positive cash flow could result in the delay or indefinite postponement of current business objectives. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, will be on terms acceptable to the Corporation. If additional funds are raised by offering equity securities, existing shareholders could suffer significant dilution. Any debt financing secured in the future could involve the granting of security against assets of the Corporation and also contain restrictive

covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for the Corporation to obtain additional capital and to pursue business opportunities, including potential acquisitions.

Canadian Tax Treatment of Flow-Through Shares

The tax treatment applicable to mining activities and flow-through shares constitutes a major factor when considering an investment in the FT Shares. Investors are cautioned that the taxation laws and regulations and the current administrative practices of the federal, provincial and territorial tax authorities may be amended or construed in such a way that the tax considerations for a purchaser holding FT Shares will be altered and, moreover, there may be differences of opinion between the Canadian federal and provincial or territorial tax authorities with respect to the tax treatment of the FT Shares, the status of such FT Shares and the activities contemplated by the Corporation's development programs. See "Renunciation of CDE" and "Certain Canadian Federal Income Tax Considerations". The FT Shares are designed for investors whose income is subject to high marginal tax rates. The right to deduct CDE accrues to the initial purchaser of the FT Shares and is not transferable. No guarantee can be given that Canadian tax laws will not be amended, that the amendments announced with respect to such laws will be adopted or that the current administrative practices of the tax authorities will not be modified. In addition, there is no guarantee that the CDE incurred (or deemed to be incurred) by the Corporation or the expected tax deductions in respect thereof will be accepted by the Canada Revenue Agency (the "CRA"). Consequently, the tax considerations for purchasers acquiring, holding or selling FT Shares may be fundamentally altered. See "Renunciation of CDE" and "Certain Canadian Federal Income Tax Considerations".

There is no guarantee that an amount equal to the Flow-Through Funds will be expended by the Corporation on or prior to December 31, 2025 as CDE and result in the deductions described under "Renunciation of CDE" and "Certain Canadian Federal Income Tax Considerations". If the Corporation does not renounce to the purchaser, effective on or before December 31, 2025, CDE in an amount equal to the aggregate purchase price paid by such purchaser for the FT Shares, or if there is a reduction in such amount renounced pursuant to the provisions of the Tax Act, the Corporation shall indemnify the purchaser for an amount equal to the amount of any tax payable or that may become payable under the Tax Act (and under any corresponding provincial or territorial legislation) by the purchaser (or if the purchaser is a partnership, the partners thereof) as a consequence of such failure or reduction; however, there is no guarantee that the Corporation will have the financial resources required to satisfy such indemnity. For certainty, the aforementioned indemnity shall have no force and effect to the extent that such indemnity, recourse or rights of action would otherwise cause the FT Shares to be "prescribed shares" within the meaning of section 6202.1 of the regulations under the Tax Act (the "Regulations").

RISKS RELATED TO OUR BUSINESS

Our business may be affected by global economic conditions.

Global financial markets have at various times in the past, and may, in the future, experience extreme volatility impacting many industries, including the mining industry. Global financial conditions remain subject to sudden and rapid destabilizations in response to economic shocks, including rising inflation, related government interventions, and global supply-chain disruption. A sudden or prolonged slowdown in the financial markets or other economic conditions, including but not limited to, fuel and energy costs, potential changes to trade policy, including tariff and import/export regulations, consumer spending, employment rates, business conditions, inflation, consumer debt levels, lack of available credit, the state of the financial markets, rising interest rates and tax rates, may adversely affect our growth and potential future profitability.

Future economic shocks may be precipitated by a number of causes, including, but not limited to, a rise in the price of oil and other commodities, the volatility of metal prices, rising inflation and interest rates, geopolitical instability, war, invasions or other armed conflicts, terrorism, pandemics, epidemics or other health concerns, the devaluation and volatility of global stock markets, tariffs and natural disasters. Any sudden or rapid destabilization of global economic conditions could impact our ability to obtain equity or debt financing in the future on terms favourable to us or at all. In such an event, our operations and financial condition could be adversely impacted.

CONSOLIDATED CAPITALIZATION

The following table sets forth the consolidated capitalization of the Corporation as at September 30, 2024, as adjusted to give effect to the Offering. The financial information set out below should be read in conjunction with the Interim Financial Statements:

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(1)

Excluding the Underwriting Commission and estimated costs of the Offering.

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(2)

Assumes the Underwriters' Option is exercised in full for the maximum number of Additional FT Shares.

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Other than as set out under the heading "Prior Sales", there have been no material changes in the share and loan capital of the Corporation since September 30, 2024.

USE OF PROCEEDS

The estimated net proceeds received by the Corporation from the Offering (assuming no exercise of the Underwriters' Option and no FT Election is made) will be approximately $66,032,000 (determined after deducting the Underwriting Commission of $3,528,000 and estimated expenses of the Offering of $1,000,000). If the Underwriters elect to purchase the maximum number of FT Shares pursuant to the FT Election and the Underwriters' Option is not exercised, the estimated net proceeds received by the Corporation from the Offering will be $72,874,755 (determined after deducting the Underwriting Commission of $3,888,145 and estimated expenses of the Offering of $1,000,000). If the Underwriters elect to purchase the maximum number of FT Shares pursuant to the FT Election and the Underwriters' Option is exercised in full to acquire the maximum number of Additional FT Shares, the estimated net proceeds received by the Corporation from the Offering will be $82,929,555 (determined after deducting the Underwriting Commission of $4,417,345 and estimated expenses of the Offering of $1,000,000).

The Corporation intends to use the net proceeds of the Offering resulting from the sale of the Common Shares for general working capital purposes. The approximate amount of the net proceeds to be allocated to these uses is as follows:

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Note:

(1)

Funds included in general working capital may be allocated to corporate expenses, business development, acquisition and divestiture activities, and to other activities including advancing the Eskay Creek Project.

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(2)

Assuming no exercise of the Underwriters' Option and no FT Election is made.

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(3)

Assuming the FT Election is made in full and no exercise of the Underwriters' Option.

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The Corporation intends to use the gross proceeds of the Offering resulting from the sale of any FT Shares, including any Additional FT Shares, to incur CDE. See "Renunciation of CDE" and "Certain Federal Income Tax Considerations".

As of the date of this Prospectus Supplement, the Corporation is in the exploration and development stage with respect to its mineral property interests and has not, as yet, achieved commercial production. The Corporation has limited cash resources, as compared with its planned expenditures, has incurred significant operating losses and negative cash flows from operations in the past, and will require additional funding in order to continue operations. The Corporation anticipates the proceeds raised in connection with the Offering will be used to fund activities that will contribute to negative cash flow in the near term. The Corporation anticipates that it will remain in a state of negative operating cash flow until commercial production is achieved, at which time the Corporation anticipates beginning to generate positive cash flow.

The key business objective the Corporation intends to meet with the net proceeds from Offering is to increase the Corporation's working capital, reducing the likelihood that the Corporation would need to draw on the Project Financing Package's cost-overrun facility, and to accelerate the realization of the positive cash-flow impact of the tax deductions associated with CDE.

The development of the Eskay Creek Project will require additional capital exceeding the Corporation's cash on hand resources even after giving effect to the Offering including, if applicable, the Underwriters making the FT Election and/or exercising the Underwriters' Option. The Corporation may satisfy future capital requirements through drawdowns under its existing Project Financing Package. In addition, actual costs and development time may exceed management's current expectations. The Corporation will not generate sufficient operating cash flow to meet the total capital obligation in the proposed development time frame. Accordingly, the Corporation plans to raise additional capital in the future over and above the current Offering (see "Recent Developments" in respect to the Project Finance Package).

If the Underwriters' Option is exercised for Additional Common Shares, the Corporation will use additional net proceeds from the sale of such Additional Common Shares for general working capital purposes. While the Corporation intends to use the net proceeds of the Offering as described, the Corporation's actual use may vary depending on its operating and capital needs from time to time, and as such, there may be circumstances where, for sound business reasons, a reallocation of the use of proceeds is necessary or advisable. See "Risk Factors".

PLAN OF DISTRIBUTION

The Offered Shares will be offered concurrently in the United States and in each of the provinces of Canada, except Québec, and, subject to applicable law and the Underwriting Agreement, certain jurisdictions outside of Canada and the United States through the Underwriters either directly or through their respective Canadian or U.S. broker-dealer affiliates or agents in accordance with the Underwriting Agreement. Pursuant to the Underwriting Agreement, the Corporation has agreed to issue and sell and the Underwriters have severally (and not jointly nor jointly and severally) agreed to purchase, as principals, subject to compliance with the terms and conditions contained in the Underwriting Agreement, a total of 4,800,000 Common Shares at the Common Share Offering Price payable in cash to the Corporation against delivery of such Common Shares on the Closing Date. Notwithstanding the foregoing, the Underwriters will endeavour to arrange for Substituted Purchasers of the FT Shares, with the effect that such Substituted Purchasers will be the initial purchasers of such FT Shares. To the extent that Substituted Purchasers purchase the FT Shares, the Underwriters shall not be obligated to purchase the FT Shares so purchased by such Substituted Purchasers.

The Underwriters may elect, at any time up to 48 hours prior to Closing, to have up to 2,230,000 Common Shares issuable under the Offering (including any Common Shares issuable upon exercise of the Underwriters'

Option) be issued as FT Shares at the FT Offering Price, payable in cash to the Corporation against delivery of such FT Shares on the Closing Date.

In consideration for their services in connection with the Offering, the Underwriters will be paid the Underwriting Commission equal to 5.0% of the gross proceeds of the Offering for an aggregate fee payable by the Corporation of $3,528,000 (assuming no FT Election is made), exclusive of any Underwriting Commission payable in connection with the Additional Shares, or up to $4,417,345 (assuming the FT Election is made in full and the Underwriters' Option is exercised in full to acquire the maximum number of Additional FT Shares). The Common Share Offering Price and FT Offering Price was determined by negotiation between the Corporation and the Lead Underwriter, on their own behalf and on behalf of the other Underwriters. Subject to the terms and conditions of the Underwriting Agreement, the Corporation has agreed to sell to the Underwriters, and each Underwriter has severally agreed to purchase, the proportion of Offered Shares listed next to its name in the following table:

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Notes:

(1)

Sole bookrunner and Lead Underwriter

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(2)

The Lead Underwriter is entitled to a "step-up fee" equal to 5% of the Underwriting Commission, which is payable by the Corporation as part of and not in addition to the Underwriting Commission

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Pursuant to the Underwriting Agreement, the Corporation has granted to the Underwriters the Underwriters' Option, exercisable in whole or in part at any time up to 48 hours prior to Closing, to increase the aggregate number of Common Shares (including any FT Shares) purchased in the Offering by 15%. The Underwriters' Option is exercisable for Additional Common Shares, Additional FT Shares or any combination thereof. In all circumstances, the number of Additional Shares available to be sold is subject to the maximum amounts allowable under the Corporation's final base shelf prospectus dated January 31, 2023. This Prospectus Supplement and the Prospectus qualifies for distribution the Common Shares, the FT Shares and the Additional Shares.

The Corporation has applied to list the Offered Shares on the TSX and NYSE. The TSX has not conditionally approved the Corporation's listing application. NYSE has not conditionally approved the Corporation's listing application and there is no assurance that the TSX or NYSE will approve the listing applications. Such listings will be subject to the Corporation fulfilling all listing requirements of the TSX and NYSE, as applicable. See "Risk Factors".

The Corporation understands that certain directors and officers of the Corporation may purchase Common Shares under the Offering.

Pursuant to policies of certain Canadian securities regulatory authorities, the Underwriters may not, throughout the period of distribution under the Offering, bid for or purchase Offered Shares for their own accounts or for accounts over which they exercise control or direction. The foregoing restriction is subject to certain exceptions, on the condition that the bid or purchase not be engaged in for the purpose of creating actual or apparent active trading in or raising the price of the Common Shares. These exceptions include a bid or purchase permitted under Universal Market Integrity Rules for Canadian marketplaces administered by the Canadian Investment Regulatory Organization relating to market stabilization and passive market making

activities, and a bid or purchase made for or on behalf of a customer where the order was not solicited during the period of distribution. Subject to the foregoing, the Underwriters may effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which otherwise might prevail on the open market. These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of preventing or mitigating a decline in the market price of the Common Shares, and may cause the price of the Common Shares to be higher than would otherwise exist in the open market absent such stabilizing activities. As a result, the price of the Offered Shares may be higher than the price that might otherwise exist in the open market. Such transactions, if commenced, may be discontinued at any time. The Underwriters may carry out these transactions on any stock exchange on which the Common Shares are listed, in the over-the-counter market, or otherwise.

The Underwriters propose to offer the Common Shares and FT Shares, if any, initially at the Common Share Offering Price and FT Offering Price, respectively. After a reasonable effort has been made to sell all of the Common Shares and any FT Shares at the Common Share Offering Price and FT Offering Price, the Underwriters may subsequently reduce the selling price to investors from time to time in order to sell any of the Common Shares or FT Shares remaining unsold. Any such reduction will not affect the proceeds received by the Corporation.

The obligations of the Underwriters under the Underwriting Agreement are several, and not joint nor joint and several, and may be terminated at their discretion upon the occurrence of certain events specified in the Underwriting Agreement including standard "litigation out", "financial out", "disaster out", "regulatory out" and "material adverse change out" rights of termination.

The Underwriters are obligated to take up and pay for all the Offered Shares offered by this Prospectus Supplement (not including the FT Shares or Additional Shares issuable upon exercise of the Underwriters' Option) if any are purchased under the Underwriting Agreement, subject to certain exceptions. The Corporation has agreed in the Underwriting Agreement to reimburse the Underwriters for certain of their legal fees and other expenses in connection with the Offering.

The Corporation has agreed, pursuant to the Underwriting Agreement, to indemnify the Underwriters and their respective affiliates and their respective directors, officers, partners, employees, shareholders and agents and each other person, if any, controlling any of the Underwriters or their affiliates and against certain liabilities, including liabilities under Canadian and U.S. securities legislation in certain circumstances or to contribute to payments the Underwriters may have to make because of such liabilities.

The Corporation has agreed in the Underwriting Agreement that it shall not directly or indirectly issue any Common Shares or securities or other financial instruments convertible into or having the right to acquire Common Shares (other than pursuant to rights or obligations under securities, contractual rights or other instruments outstanding or pursuant to ordinary course issuances pursuant to the Corporation's existing equity compensation plans) or enter into any agreement or arrangement under which the Corporation acquires or transfers to another, in whole or in part, any of the economic consequences of ownership of Common Shares, whether that agreement or arrangement may be settled by the delivery of Common Shares or other securities or cash, or agree to become bound to do so, or disclose to the public any intention to do so, until 90 days following the Closing Date, without the prior written consent of the Lead Underwriter, on behalf of the Underwriters, such consent to not be unreasonably withheld, other than: (i) pursuant to the Underwriting Agreement, (ii) pursuant to the grant of options or other securities pursuant to the Corporation's employee stock option plan or other equity compensation plans provided that the exercise price thereof shall not be less than the Common Share Offering Price, and issue Common Shares upon the exercise of such options or vesting of such securities; (iii) issue equity securities pursuant to the exercise or conversion, as the case may be, of any warrants, incentive securities or other convertible securities of the Corporation outstanding on the date hereof; or (iv) issue equity securities in connection with one or more bona fide acquisitions by the Corporation in the normal course of business.

The Corporation has agreed to use its reasonable efforts to cause each director and officer of the Corporation to enter into lock-up agreements in favour of the Underwriters evidencing their agreement not to, for a period of 90 days following the Closing Date, without the prior written consent of Lead Underwriter, on behalf of the Underwriters, which consent is not to be unreasonably withheld or delayed, offer, sell or resell (or announce any intention to do so) any securities of the Corporation held by them or agree to or announce

any such offer or sale for a period of 90 days following the Closing Date, other than as permitted under the terms of the lock-up agreements.

Subscriptions for the Offered Shares will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. At the Closing, the Offered Shares distributed under this Prospectus will be available for delivery in book-entry form or the non-certificated inventory system of CDS or, its nominee, and will be deposited with CDS on Closing. Purchasers of Offered Shares will receive only a customer confirmation from the Underwriter as to the number of Offered Shares subscribed for.

The Underwriters and/or their affiliates from time to time may provide in the future, investment banking, financial advisory, broker-dealer and commercial banking services to the Corporation and their subsidiaries and affiliates in the ordinary course of business for which they have received, or may receive, customary fees and commissions.

The Corporation expects that delivery of the Offered Shares distributed under this Prospectus will be made against payment therefor on the Closing Date, which is longer than a T+1 settlement cycle. Under Rule 15c6-1 under the U.S. Exchange Act, trades in the secondary market generally are required to settle within one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, investors who wish to trade Offered Shares distributed under this Prospectus prior to the Closing Date may be required to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Investors who wish to trade Offered Shares distributed under this Prospectus prior to the Closing Date should consult their own advisors.

Subscriptions for any FT Shares and any Additional FT Shares will be made pursuant to one or more subscription and renunciation agreements (collectively, the "Flow-Through Share Subscription Agreements") to be made between the Corporation and the purchasers but executed by one or more of the Underwriters or one or more sub-agents of an Underwriter, as agent for, on behalf of and in the name of all purchasers of FT Shares and any Additional FT Shares. The execution and delivery of a Flow-Through Share Subscription Agreement by the Underwriters or a sub-agent of an Underwriter, as agent on behalf of the purchaser, will bind such purchaser to the terms thereof as if such purchaser had executed the Flow-Through Share Subscription Agreement personally. Each purchaser who places an order to purchase any FT Shares and any Additional FT Shares with an Underwriter or any sub-agent of an Underwriter will be deemed to have authorized any of such Underwriters or such sub-agents to execute and deliver, on the purchaser's behalf, the Flow-Through Share Subscription Agreement. The Underwriters acknowledge that they will have the authority to bind a purchaser to the Flow-Through Share Subscription Agreement upon receipt of an order to purchase FT Shares from the said purchaser.

The Corporation understands that the initial purchasers of the FT Shares may subsequently sell any FT Shares to purchasers arranged by the Underwriters at the Re-Offer Price. The Corporation will not be a party to any such arrangements. The Secondary Shares will not qualify as "flow-through shares" for any subsequent purchaser and consequently the Corporation will only renounce CDE to the original purchaser of the FT Shares. This Prospectus Supplement qualifies the initial issuance of the FT Shares.

RENUNCIATION OF CDE

Any FT Shares issued under the Offering will be Common Shares issued as "flow-through shares" as that term is defined under subsection 66(15) of the Tax Act and, except as a consequence of any agreement to which the Corporation is not a party, should not be "prescribed shares" within the meaning of section 6202.1 of the Regulations. Pursuant to the Flow-Through Share Subscription Agreements, the Corporation will agree to incur (or be deemed to incur) sufficient CDE, on or before December 31, 2025 so as to enable the Corporation to renounce, on or before December 31, 2025, in favour of the purchasers of FT Shares, an amount equal to the gross proceeds raised from the Offering of FT Shares. There is no guarantee that an amount equal to the Flow-Through Funds will be expended by the Corporation as indicated. There is no guarantee that the expenditures incurred by the Corporation will be CDE.

If the Corporation is unable to renounce an amount equal to the entire amount of the Flow-Through Funds, in accordance with the Flow-Through Share Subscription Agreements, or if there is a reduction in

such amount renounced pursuant to the provisions of the Tax Act, the amount of deductions that purchasers will be able to claim for income tax purposes will be correspondingly reduced. Under the Flow-Through Share Subscription Agreements, the Corporation will agree to indemnify a purchaser as to, and pay in settlement therefor to the purchaser, an amount equal to the amount of any tax payable under the Tax Act (and under any corresponding provincial or territorial legislation) by the purchaser as a consequence of such failure or reduction. The Flow-Through Share Subscription Agreements will contain additional representations, warranties, covenants and agreements by the Corporation in favour of the purchaser of FT Shares which are consistent with and supplement the Corporation's obligations as described in this Prospectus Supplement.

The Flow-Through Share Subscription Agreements will also provide for representations, warranties and agreements of the purchaser, and by its purchase of FT Shares, each purchaser of FT Shares offered hereunder will be deemed to have represented, warranted and agreed, for the benefit of the Corporation and the Underwriters that: (i) the purchaser, and any beneficial purchaser for whom it is acting deals, and until December 31, 2025 will continue to deal, at arm's length with the Corporation for the purposes of the Tax Act; (ii) the purchaser, if an individual, is of the full age of majority and otherwise is legally competent to enter into the Flow-Through Share Subscription Agreement; (iii) other than as provided herein and in the Flow-Through Share Subscription Agreements, the purchaser waives any right that it may have to any potential incentive grants, credits and similar or like payments or benefits which accrue as a result of the operations relating to CDE and acknowledges that all such grants, credits, payments or benefits accrue to the benefit of the Corporation; (iv) the purchaser has not entered into and will not knowingly enter into any agreement or arrangement to which the Corporation is not a party which will cause the FT Shares to become "prescribed shares" within the meaning of section 6202.1 of the Regulations; and (v) the purchaser has received and reviewed a copy of this Prospectus Supplement.

Notwithstanding the foregoing, the Corporation may enter into one or more subscription and renunciation agreements for FT Shares on such other terms as may be agreed to by the Corporation and the applicable purchaser.

DESCRIPTION OF SECURITIES DISTRIBUTED

The Offering consists of Common Shares offered at the Common Share Offering Price of $14.70 per Common Share and, upon the Underwriters' making the FT Election, FT Shares offered at the FT Offering Price of $17.93 per FT Share. The securities to be distributed pursuant to the Offering hereunder are qualified by this Prospectus Supplement and are more particularly described under the heading "Plan of Distribution".

Common Shares

As of the date of this Prospectus Supplement, there were 108,806,071 Common Shares issued and outstanding. Each Common Share carries the right to attend and vote at all general meetings of shareholders. Holders of Common Shares are entitled to receive on a pro rata basis such dividends, if any, as and when declared by the Board of Directors at its discretion from funds legally available for the payment of dividends and upon the liquidation, dissolution, or winding up of the Corporation are entitled to receive on a pro rata basis the net assets of the Corporation after payment of debts and other liabilities, in each case subject to the rights, privileges, restrictions, and conditions attaching to any other series or class of shares ranking senior in priority to or on a pro rata basis with the holders of Common Shares with respect to dividends or liquidation. The Common Shares do not carry any pre-emptive, subscription, redemption, or conversion rights, nor do they contain any sinking or purchase fund provisions. Skeena is authorized to issue an unlimited number of Common Shares.

PRIOR SALES

The following table sets forth the prior sales for the 12-month period prior to the date of this Prospectus Supplement, for the Common Shares and the options, restricted share units ("RSU") and warrants convertible into Common Shares, the price at which such securities have been issued, the number of securities issued and the date of which such securities were issued:

MARKET FOR SHARES

The Common Shares are listed under the trading symbol "SKE" on the TSX in Canada and on NYSE in the United States. The Common Shares began trading on the TSX on August 20, 2020. The following table sets forth, for the periods indicated, the reported high and low prices (in Canadian dollars) and volume traded on the TSX.

The Common Shares began trading on NYSE on November 1, 2021. The following table sets forth, for the periods indicated, the reported high and low prices (in U.S. dollars) and volume traded on NYSE.