UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM 40-F
(Check One)
ý | Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934 |
or
¨ | Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended __________ Commission file number: __________
SKEENA RESOURCES LIMITED | ||
(Exact name of registrant as specified in its charter) | ||
British Columbia | 1040 | Not Applicable |
(Province or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number (if applicable)) | (I.R.S. Employer Identification Number) |
1021 West Hastings Street, Suite 650 Vancouver, British Columbia, 604-684-8725 | ||
(Address and Telephone Number of Registrant’s Principal Executive Offices) | ||
CT Corporation System 28 Liberty Street New York, New York 10005 (212) 894-8940 | ||
(Name, Address (Including Zip Code) and Telephone Number (Including Area Code) of Agent For Service in the United States) | ||
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Shares, without par value | SKE | The New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information filed with this Form:
¨ Annual Information Form | ¨ Audited Annual Financial Statements |
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: Not applicable
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.
Yes ¨ No ý
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
Yes ¨ No ý
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ¨ No ý
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. Emerging growth company ý
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨
EXPLANATORY NOTE
This Amendment No. 1 amends the Registration Statement on Form 40-F of Skeena Resources Limited, which was filed with the United States Securities and Exchange Commission on October 22, 2021 (the “Original Registration Statement” and, including any amendments thereto, the “Registration Statement”). This Amendment No. 1 is being filed solely to include certain additional exhibits with the Registration Statement that were too large to be filed with the Original Registration Statement.
Other than as expressly set forth herein, this Amendment No. 1 does not, and does not purport to, amend, update, or restate the information in any item of the Original Registration Statement or reflect any events occurring.
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SIGNATURES
Pursuant to the requirements of the United States Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.
Date: October 22, 2021 | SKEENA RESOURCES LTD. | |
By: | /s/ Andrew MacRitchie | |
Name: Andrew MacRitchie | ||
Title: Chief Financial Officer |
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EXHIBIT INDEX
Exhibit No. | Document | |
Annual Information | ||
99.1 * | Annual Audited Consolidated Financial Statements for the Years Ended December 31, 2019 and December 31, 2018 | |
99.2 * | Management Discussion and Analysis for the Years Ended December 31, 2019 and December 31, 2018 | |
99.3 * | Certification of Annual Filings – CEO (Form 52-109FV1) dated April 27, 2020 | |
99.4 * | Certification of Annual Filings – CFO (Form 52-109FV1) dated April 27, 2020 | |
99.5 * | Annual Information Form for the Fiscal Year Ended December 31, 2019, dated August 17, 2020 | |
99.6 * | Amended and Restated Annual Information Form for the Fiscal Year Ended December 31, 2019 dated August 19, 2020 | |
99.7 * | Certification of Annual Filings with Voluntarily Filed AIF – CEO (Form 52-109F1-AIF) dated August 19, 2020 | |
99.8 * | Certification of Annual Filings with Voluntarily Filed AIF – CFO (Form 52-109F1-AIF) dated August 19, 2020 | |
99.9 * | Annual Audited Consolidated Financial Statements for the Years Ended December 31, 2020 and December 31, 2019 | |
99.10 * | Management Discussion and Analysis for the Years Ended December 31, 2020 and December 31, 2019 | |
99.11 * | Annual Information Form for the fiscal year ended December 31, 2020, dated March 25, 2021 | |
99.12 * | Certification of Annual Filings – CEO (Form 52-109F1) dated March 30, 2021 | |
99.13 * | Certification of Annual Filings – CFO (Form 52-109F1) dated March 30, 2021 | |
Interim Information | ||
99.14 * | Condensed Interim Consolidated Financial Statements for the Three Months Ended March 31, 2020 and March 31, 2019 | |
99.15 * | Management Discussion and Analysis for the Three Months Ended March 31, 2020 and March 31, 2019 | |
99.16 * | Certification of Interim Filings – CEO (Form 52-109FV2) dated May 29, 2020 | |
99.17 * | Certification of Interim Filings – CFO (Form 52-109FV2) dated May 29, 2020 | |
99.18 * | Condensed Interim Consolidated Financial Statements for the Three Months and Six Months Ended June 30, 2020 and 2019 | |
99.19 * | Management Discussion and Analysis for the Three and Six Months Ended June 30, 2020 and June 30, 2019 | |
99.20 * | Certification of Interim Filings – CEO (Form 52-109FV2) dated August 19, 2020 | |
99.21 * | Certification of Interim Filings – CFO (Form 52-109FV2) dated August 19, 2020 | |
99.22 * | Condensed Interim Consolidated Financial Statements for the Three and Nine Months ended September 30, 2020 and September 30, 2019 | |
99.23 * | Management Discussion and Analysis for the Three and Nine Months ended September 30, 2020 and September 30, 2019 | |
99.24 * | Certification of Interim Filings Following an Initial Public Offering, Reverse Takeover or Becoming a Non-Venture Issuer – CEO (Form 52-109F2) dated November 13, 2020 | |
99.25 * | Certification of Interim Filings Following an Initial Public Offering, Reverse Takeover or Becoming a Non-Venture Issuer – CFO (Form 52-109F2) dated November 13, 2020 | |
99.26 * | Condensed Interim Consolidated Financial Statements for the Three Months Ended March 31, 2021 and March 31, 2020 | |
99.27 * | Management Discussion and Analysis for the Three Months ended March 31, 2021 and March 31, 2020 | |
99.28 * | Certification of Interim Filings – CEO (Form 52-109F2) dated May 17, 2021 | |
99.29 * | Certification of Interim Filings – CFO (Form 52-109F2) dated May 17, 2021 | |
99.30 * | Condensed Interim Consolidated Financial Statements for the Three Months and Six Months Ended June 30, 2021 and 2020 |
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99.31 * | Management Discussion and Analysis for the Three and Six Months Ended June 30, 2021 and June 30, 2020 | |
99.32 * | Certification of Interim Filings – CEO (Form 52-109F2) dated August 13, 2021 | |
99.33 * | Certification of Interim Filings – CFO (Form 52-109F2) dated August 13, 2021 | |
Shareholder Meeting Materials | ||
99.34 * | Notice and Record Date of the Annual General and Special Meeting of Shareholders dated August 14, 2020 | |
99.35 * | Notice and Record Date of the Annual General and Special Meeting of Shareholders dated September 16, 2020 | |
99.36 * | Information Circular In respect of the Annual and Special General Meeting of Shareholders to be held on October 15, 2020 dated September 16, 2020 | |
99.37 * | Notice and Record Date of the Annual General Meeting of Shareholders dated May 13, 2021 | |
99.38 * | Information Circular In respect of the Annual General Meeting of Shareholders to be held on June 30, 2021 dated May 27, 2021 | |
99.39 * | Notice and Record Date of the Annual General Meeting of Shareholders dated May 27, 2021 | |
99.40 * | Report of Voting Results (NI 51-102) dated June 30, 2021 | |
Other Material Documents Filed with Canadian Securities Regulators | ||
99.41 * | Alternative Monthly Report (Form 62-103F3) dated April 9, 2020 | |
99.42 * | Material Change Report (Form 51-102F3) dated April 15, 2020 | |
99.43 * | Material Change Report (Form 51-102F3) dated June 15, 2020 | |
99.44 * | Material Change Report (Form 51-102F3) dated July 9, 2020 | |
99.45 * | Early Warning Report (Form 62-103F1) dated August 4, 2020 | |
99.46 * | Alternative Monthly Report (Form 62-103F3) dated August 10, 2020 | |
99.47 * | Independent Technical Report for the Snip Project, Canada (NI 43-101) dated July 21, 2020 | |
99.48 * | Certificate of Qualified Person (SRK Consulting (Canada) Inc.) (NI 43-101) dated September 3, 2020 | |
99.49 * | Amended and Restated Report for the Snip Project, Canada (NI 43-101) dated July 21, 2020 | |
99.50 * | Certificate of qualified person (SRK Consulting (Canada) Inc.) (NI 43-101) dated September 3, 2020 | |
99.51 * | Notice Pursuant to Sec. 11.2 of NI 51-102 dated September 18, 2020 | |
99.52 * | Material Change Report (Form 51-102F3) dated October 9, 2020 | |
99.53 * | Amended and Restated Option Agreement, dated August 3, 2020, between Barrick Gold Inc. and Skeena Resources Limited | |
99.54 * | Investor Rights Agreement, dated October 2, 2020, between Skeena Resources Limited and Barrick Gold Inc. | |
99.55 * | Alternative Monthly Report (Form 62-103F3) dated November 10, 2020 | |
99.56 * | Investor Presentation, Eskay Creek Project, dated November 10, 2020 | |
99.57 * | Early Warning Report (Form 62-103F1) dated November 17, 2020 | |
99.58 * | Material Change Report (Form 51-102F3) dated November 27, 2020 | |
99.59 * | Independent Technical Report for the Eskay Creek Au-Ag Project, Canada (NI 43-101) dated April 7, 2021 | |
99.60 * | Certificate of SRK Consulting (Canada) Inc., Grant Carlson (NI 43-101) dated April 7, 2021 | |
99.61 * | Certificate of SRK Consulting (Canada) Inc., Sheila Ulanksy (NI 43-101) dated April 7, 2021 | |
99.62 * | Material Change Report (Form 51-102F3) dated April 13, 2021 | |
99.63 * | Amended Material Change Report (Form 51-102F3) dated April 13, 2021, as amended May 6, 2021 | |
99.64 * | Material Change Report (Form 51-102F3) dated May 25, 2021 | |
99.65 * | Restricted Share Unit Plan dated June 1, 2021 | |
99.66 * | Material Change Report (Form 51-102F3) dated June 17, 2021 | |
99.67 * | Stock Option Plan, As Amended dated June 30, 2021 | |
99.68 * | Material Change Report (Form 51-102F3) dated July 23, 2021 | |
99.69 ** | Technical Report and Prefeasibility Study - NI 43-101 dated July 22, 2021 and filed September 1, 2021 | |
99.70 ** | Report of Exempt Distribution (Form 45-106F1) dated September 2, 2021 |
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________________
* Previously filed.
** Filed herewith.
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