Skeena Resources Limited (SKE) 6-KMaterial Change Report

Exhibit 99.3

Filing Version

PURCHASE AND SALE AGREEMENT (GOLD)

among

SKEENA RESOURCES LIMITED

as Seller

– and –

THE GUARANTORS PARTY HERETO FROM TIME TO TIME

as Guarantors

– and –

OMF Fund IV SPV H LLC
AND EACH OF THE OTHER PURCHASERS
FROM TIME TO TIME PARTY HERETO

as Purchasers

– and –

OMF FUND IV SPV H LLC

as Purchasers’ Agent

June 24, 2024

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THIS PURCHASE AND SALE AGREEMENT (GOLD) dated as of June 24, 2024

BETWEEN:

SKEENA RESOURCES LIMITED, a corporation existing under the laws of the Province of British Columbia (“Skeena”)

– and –

THE GUARANTORS FROM TIME TO TIME PARTY HERETO

– and –

OMF FUND IV SPV H LLC and each of the other purchasers from time to time PARTY HERETO

– and –

OMF FUND IV SPV H LLC, a limited liability company existing under the laws of the State of Delaware, in its capacity as the Purchasers’ Agent

WITNESSES THAT:

WHEREAS Skeena directly owns and operates the Project, commonly known as the Eskay Creek Project, in the Golden Triangle of British Columbia, Canada;

AND WHEREAS the Seller has agreed to sell to the Purchasers, and the Purchasers have agreed to purchase from the Seller, Refined Gold referenced to production from the Project Real Property subject to and in accordance with the terms and conditions of this Agreement;

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties hereto, the Parties mutually agree as follows:

Article 1
Interpretation

For the purposes of this Agreement (including the recitals hereto and the Schedules), unless the context otherwise requires, the following terms shall have the respective meanings given to them, as set out below, and grammatical variations of such terms shall have corresponding meanings:

“Abandonment Property” has the meaning ascribed to such term in Section 7.4.

“Acquisition” means, with respect to any Person, any purchase or other acquisition by such Person, regardless of how accomplished or effected (including any such purchase or other acquisition effected by way of amalgamation, merger, arrangement, business combination or other form of corporate reorganization or by way of purchase, lease or other acquisition arrangements), of: (a) any other Person (including any purchase or acquisition of such number of the issued and outstanding securities of, or such portion of an Equity Interest in, such other Person so that such other Person becomes a Subsidiary of the purchaser or of any of its Affiliates) or of all or substantially all of the property of any other Person, or (b) any division, business, project, operation or undertaking of any other Person or of all or substantially all of the property of any division, business, project, operation or undertaking of any other Person.

“Additional Amounts” has the meaning ascribed to such term in Section 14.2(b).

“Additional Deposit” has the meaning ascribed to such term in Section 3.2.

“Administrative Agent” means upon its joinder thereto, a trust company existing under the laws of Canada in its capacity as administrative agent for the Lenders under the Loan Agreement, or any successor administrative agent appointed thereunder.

“Affected Persons” means any community or worker located in the area of influence of the Project and who are affected by the Project.

“Affiliate” means, with respect to any Person, any other Person which directly or indirectly, through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, such Person.

“Agreement” means this purchase and sale agreement and all attached schedules, in each case as the same may be amended, restated, amended and restated, supplemented, modified or superseded from time to time in accordance with the terms hereof.

“AML Legislation” means any Applicable Law concerning or relating to terrorism or money laundering, including, without limitation, United States Executive Order No. 13224, the USA Patriot Act, the laws comprising or implementing the Bank Secrecy Act (United States), the laws administered by OFAC and the U.S. State Department, the Criminal Code (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism (Canada), the United Nations Al-Qaida and Taliban Regulations (Canada) and the Anti-terrorism Act (Canada), as any of the foregoing laws may from time to time be amended, renewed, extended, or replaced.

“Annual Forecast Report” means a written report in relation to a fiscal year with respect to the Project, to be prepared by or on behalf of the Seller in the form of Schedule A.

“Anti-Corruption Laws” means any Applicable Law concerning or relating to bribery or corruption, including, without limitation, the Corruption of Foreign Public Officials Act (1999) (Canada), the Foreign Corrupt Practices Act of 1977 (United States) and the Bribery Act 2010 (United Kingdom), and any analogous or similar law of any other applicable country, including as may be applicable to any Group Member, as any of the foregoing laws may from time to time be amended, renewed, extended, or replaced.

“Anti-Corruption Policy” means the anti-bribery and anti-corruption policy of the Group Members adopted by the Board, as the same may be amended, revised, supplemented or replaced from time to time in accordance with this Agreement, a copy of which has been provided to the Purchasers.

“Applicable Law” means the common law and any law, any international or other treaty, any domestic or foreign constitution or any multinational, federal, provincial, territorial, state, municipal, county, local or other statute, law, ordinance, code, rule, regulation, Order (including any securities laws or requirements of stock exchanges and any consent, decree or administrative Order), or Authorization of a Governmental Body in any case applicable to the Project or any specified Person, property, transaction or event, or any such Person’s property or assets.

“Arbitration Rules” means the International Arbitration Rules of the International Centre for Dispute Resolution.

“Area of Interest” means the area within a 500 meter outside boundary around the existing Project Real Property on the date hereof, which is depicted on the map attached hereto as Schedule B.

“Associate” has the meaning ascribed to such term in the Securities Act (Ontario), as in effect on the date of this Agreement.

“Authorization” means any authorization, approval, consent, concession, exemption, license, lease, grant, permit, franchise, right, privilege or no-action letter from any Governmental Body having jurisdiction with respect to any specified Person, property, transaction or event, or with respect to any of such Person’s property or business and affairs (including any zoning approval, mining permit, development permit or building permit) or from any Person in connection with any easements, contractual rights or other matters.

“BCFM” means Skeena’s life of mine base case financial model for the Project as included in the Definitive Feasibility Study, and as further updated as provided for herein, and which details, on a Fiscal Quarter basis:

“Board” means the board of directors of Skeena.

“Blocked Account Agreement” means a blocked accounts control agreement in respect of any bank accounts of any Project Entity.

“Bulk Sample Permit” means the bulk sampling permit from the applicable Governmental Body, as required for the Project in accordance with the Definitive Feasibility Study.

“Business” means the business of the Project Entities, taken as a whole, as described in the Public Disclosure Documents, including, without limitation, the development, construction, and operation of, and extraction of mineral resources from, the Project.

“Business Day” means any day, other than a Saturday, Sunday or statutory holiday in any one of New York City, New York, or Vancouver, British Columbia, or a day on which banks are generally closed in any one of those cities.

“Buy-Down Amount” means an amount necessary to yield an aggregate internal rate of return of 18% on 66.67% of the Deposit advanced, after taking into account (a) the timing of the payments and deliveries, (b) assuming the sale by the Purchaser of the Refined Gold delivered hereunder at the Gold Market Price three days prior to the applicable Date of Delivery and (c) without taking into account the Additional Deposit Option Fee described in Section 6.19.

“Canadian Securities Authorities” means any of the securities commissions or similar securities regulatory authorities in each of the provinces and territories of Canada in which Skeena is a reporting issuer (or analogous status).

“Canadian Securities Laws” means all applicable Canadian securities Laws, the respective regulations, rules and orders made thereunder, and all applicable policies and notices issued by the Canadian Securities Authorities in the applicable jurisdictions in Canada.

“Capital Expenditure” means, for any period, any expenditure made by the Project Entities for the purchase, lease, license, acquisition, erection, development, improvement or construction of capital assets, including any such expenditure financed by way of Capitalized Lease Obligations or any other expenditure required to be capitalized, all as determined on a consolidated basis in accordance with IFRS.

“Capitalized Lease Obligation” means, for any Person, any payment obligation of such Person under an agreement for the lease, license or rental of, or providing such Person with the right to use, property that, in accordance with IFRS, is required to be capitalized.

“Cash Purchase Price” means, in respect of each delivery of Refined Gold by the Seller to the Purchasers hereunder, 10% of the Gold Market Price on the day that is three days prior to the Date of Delivery of such Refined Gold.

“CFADS” means in respect of a period, the amount determined by deducting from the Revenue for that period, the aggregate of the following amounts (without double-counting) actually paid by the Seller, Skeena, or any Project Entity, as applicable, in each case, on a consolidated basis during that period:

provided that, if “CFADS” is to be used for determining the Projected DSCR for purposes of Section 6.17(b), “CFADS” will be determined by reference to Skeena or the applicable Project Entity, on a consolidated basis, with respect to all of its operations (and not only the Project), and all operating costs and other costs and expenditures referred to above of such Person (and, if any of the foregoing items would be otherwise limited, not only those relating to the Project), and each of the foregoing clauses (a) through (j), and each the other defined terms used in this definition will be interpreted accordingly, mutatis mutandis.

“Change in Law” has the meaning ascribed to such term in Section 14.2(g).

“Change of Control” of a Person (the “Subject Person”) means the consummation of any transaction, including any consolidation, arrangement, amalgamation or merger or any issue, Transfer or acquisition of securities, the result of which is that any other Person or group of other persons acting jointly or in concert for purposes of such transaction acquires control, directly or indirectly, of the Subject Person; provided that following the completion of the Reorganization Plan, a Change of Control of any Group Member shall not include a change in the beneficial ownership of voting securities of Skeena, or acquisition of control of Skeena, if the common shares of Skeena were listed on a public securities exchange immediately prior to the completion of such transaction, where, prior to the Completion Date, the Person acquiring Control of Skeena is a Qualified Project Operator.

“Collateral” means the Project Property and all the presently held and future acquired undertaking, property and assets of each Project Entity, including for certainty the equity interests of each Guarantor, but excluding the Excluded Assets.

“Collateral Agent” means, upon its joinder thereto, a trust company existing under the laws of Canada in its capacity as collateral agent for the Stream Collateral Agent.

“Commitment” means, in respect of each Lender, the amount specified with respect to such Lender in Schedule A to the Loan Agreement (which will be amended and distributed to all parties by the Administrative Agent from time to time to reflect any changes thereto), as such amount may be reduced from time to time by such Lender’s Applicable Percentage thereunder of the amount of any prepayments or repayments required or made thereunder or by the cancellation of any unused portion of the Facility.

“Common Shares” means the common shares in the capital of Skeena which Skeena is authorized to issue.

“Completion” means, in relation to the Project, the satisfaction or fulfillment of each of the completion tests in the manner set forth in Schedule C.

“Completion Certificate” means a certificate of the Chief Executive Officer or the Chief Financial Officer of Skeena in the form set out in Schedule D.

“Completion Date” means the date on which Completion occurs.

“Completion Outside Date” means [REDACTED – Commercially Sensitive Information.].

“Completion Target Date” means September 30, 2027.

“Confidential Information” has the meaning set out in Section 6.18(a).

“Consolidated Basis” means, in respect of any calculations or determinations hereunder in respect of a Person, the consolidated financial position or results of operations, as the case may be, of such Person and all of its Subsidiaries determined on a consolidated basis in accordance with IFRS.

“Contract” means any agreement, contract, lease, license, mineral claim, option, indenture, mortgage, deed of trust, debenture, note or other instrument, arrangement, understanding or commitment.

“Control” means, in respect of a particular Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Copper Exploration Concessions” means any the mining concessions relating to the exploration of copper listed on Schedule E.

“Corrective Action Plan” means a written plan from Skeena to correct and remedy all damage and adverse consequences caused by any material failure by the Project to comply with any applicable Environmental and Social Requirements, including a time schedule, for implementing such proposed action to remedy the identified damage and adverse consequences, which comprises the start date, the end date and (if any) the key milestones.

“Cost to Complete Certificate” means a certificate in the form of Schedule F.

“Credit Collateral Agent” means the collateral agent for the lenders appointed under the Loan Agreement, or any successor Credit Collateral Agent appointed thereunder.

“Date of Delivery” has the meaning ascribed to such term in Section 2.3(a).

“Debt” means, at any time, with respect to any Person on a Consolidated Basis, without duplication and without regard to any interest component thereof (whether actual or imputed) that is not due and payable, the aggregate of all indebtedness of that Person at that time that according to IFRS are required to appear in that Person’s financial statements as such including without limitation the following amounts, each calculated in accordance with IFRS:

“Debt Service” for a period means, on a consolidated basis, the sum of:

Where a payment identified above would be payable on a date within a period (the “calculation period”) that is not a Business Day (the “original date”) and as a result becomes payable on a date that is no longer within such calculation period, Debt Service for such calculation period shall be calculated as if such payment was payable on the original date.

“Debt Service Coverage Ratio” for a period, means the ratio of CFADS for such period to Debt Service for such period.

“Defined Benefit Provision” has the same meaning ascribed that term in subsection 147.1(1) of the Tax Act.

“Definitive Feasibility Study” means the Definitive Feasibility Study in respect of the Project prepared in accordance with NI 43-101 and approved and adopted by the Board in respect of the development of the Project with an effective date of November 14, 2022 and filed on December 22, 2023, provided to the Purchasers’ Agent, as amended by the Project Financing Rebaseline, except that the financial model set out in such Definitive Feasibility Study (i) is superseded and will be deemed to be replaced by the Project Financing Rebaseline and (ii) will be disregarded for all purposes of this Agreement and as the same may be amended from time to time in accordance with Section 6.6(m).

“Development Plan” means a comprehensive plan for the construction and development of the Project consistent with the Definitive Feasibility Study, to be delivered to and agreed up on by the Purchasers in accordance with the terms of this Agreement, and including the Integrated Master Schedule, definitive construction and operating budgets, the source and application of funds required to achieve Completion and to thereafter operate and maintain the Project in accordance with the Mine Plan, as such plan may be amended from time to time in accordance with this Agreement.

“Deposit” means the Initial Deposit, and, if advanced, the Additional Deposit.

“Deposit Date” means the date on which any installment of the Initial Deposit is paid following satisfaction or waiver of all of the applicable conditions precedent set forth in Sections 3.4 to 3.9.

“Disposition” means any sale, assignment, transfer, conveyance, lease, license, granting of an option or other disposition (or agreement to dispose) of any nature or kind whatsoever of any property or of any right, title or interest in or to any property in accordance with this Agreement, but does not include the payment of a dividend, and the verb “Dispose” has a correlative meaning.

“Early Termination Amount” means the aggregate amount that would need to be paid to the Purchasers on a particular date, after taking into account all deliveries made by the Seller to the Purchasers pursuant to Section 2.3, to yield an internal rate of return of [REDACTED – Commercially Sensitive Information.] on the Deposit, after taking into account (a) the timing of the payments and deliveries and (b) any exercise of the Buy-Down Right in accordance with Section 2.7, and assuming the sale by the Purchaser of the Refined Gold delivered hereunder at the Gold Market Price three days prior to the applicable Date of Delivery, and (c) without taking into account the Additional Deposit Option Fee described in Section 6.19.

“Effective Date” means the date upon which this Agreement becomes effective and the First Deposit is made upon the satisfaction or waiver by the Purchasers of the conditions precedent to the First Deposit set forth in Section 3.4.

“Eligible Transferee” means a Qualified Project Operator, or a Person whose obligations are fully and unconditionally guaranteed by a Qualified Project Operator pursuant to an instrument in writing executed and delivered by such Person in favour of the Purchasers (in form and substance satisfactory to the Purchasers’ Agent acting reasonably).

“Employee Benefit Plans” means all employee benefit plans of any kind or nature, but excluding statutory plans including, for the avoidance of doubt, the Canada Pension Plan.

“Encumbrance” means any mortgage, debenture, pledge, hypothec, lien, charge, assignment by way of security, contractual right of set-off, consignment, lease, hypothecation, security interest, including a purchase money security interest, or other security agreement, trust or arrangement having the effect of security for the payment of any debt, liability or obligation, and “Encumbrances”, “Encumbrancer”, “Encumber” and “Encumbered” shall have corresponding meanings.

“Environmental and Social Action Plan” or “ESAP” means a plan that describes and prioritizes the actions needed to address any gaps in the ESMPs, the ESMS, or Stakeholder Engagement process documentation to bring the Project in line with applicable standards as defined in the Equator Principles and in accordance with Section 6.11.

“Environmental and Social Impact Assessment” or “ESIA” means a comprehensive document of the Project’s potential environmental and social risks and impacts, which may be amended, revised, supplemented or replaced from time to time in accordance with this Agreement, which for greater certainty includes the draft Environmental Assessment to be submitted to the applicable Governmental Body by the Fiscal Quarter ending September 30, 2024 and to be replaced by the Environmental Assessment approved by such Governmental Body.

“Environmental and Social Management Plan” or “ESMP” means plans that summarize the Seller’s commitments to address and mitigate risks and impacts identified as part of the ESIA, through avoidance, minimization, and compensation and offset, which may be supplemented, amended or modified from time to time in accordance with the frameworks set out in such plans and this Agreement.

“Environmental and Social Laws” means, to the extent binding on the Project or the Seller, all applicable statutes, laws, regulations, orders, by-laws, decrees or orders of any applicable Governmental Body, any international treaty, convention or rule applicable to the Project and any administrative or judicial decisions, judgements or orders and in each case having the force of law at the time and relating to pollution, the protection of the environment, preservation or reclamation of natural resources, human health and safety, Hazardous Substances, the assessment of environmental and social impacts of, or the rehabilitation or reclamation and closure of lands used in connection with the Project or Business, or the management, Release or threat of Release of any harmful or deleterious substances.

“Environmental and Social Management System” or “ESMS” means the overarching environmental, social, health and safety management system in place for the Project for the implementation of the environmental and social management and monitoring requirements of this Agreement and as set out in the ESMPs.

“Environmental and Social Requirements” means all Environmental and Social Laws, all environmental Authorizations, conformance with the Equator Principles, and the Canadian Dam Association tailings standards and dam safety reviews consistent with Good Industry Practice, in each case as applicable to the then current phase of the Project.

“Environmental Laws” means all Applicable Laws relating to pollution, the protection of the environment, preservation or reclamation of natural resources, human health and safety, Hazardous Substances, the assessment of environmental and social impacts or the rehabilitation, reclamation and closure of lands used in connection with the Project or Business, or the management, Release or threat of Release of any harmful or deleterious substances.

“Environmental Liability” means any liability, fixed or contingent, (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities) resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage or treatment of any Hazardous Substances, (c) exposure to any Hazardous Substances, (d) the imposition of any environmental Encumbrance, (e) the Release or threatened Release of any Hazardous Substances or (f) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equator Principles” means those principles so entitled and described in “The ‘Equator Principles – July 2020’ - A financial industry benchmark for determining, assessing and managing social and environmental risk in Projects” and available at: http://equator-principles.com/about/, as adopted as at the date of this Agreement, and including all applicable IFC EHS guidelines required therein.

“Equity Interests” means, with respect to any Person, shares in the capital of (or other ownership or profit interests in) such Person, warrants, options or other rights for the purchase or acquisition from such Person of shares in the capital of (or other ownership or profit interests in) such Person, securities convertible into or exchangeable for shares in the capital of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or non-voting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“Exchanges” means, together, the TSX and NYSE.

“Excluded Assets” means (i) the Snip Project, (ii) any Copper Exploration Concessions which are not Project Real Property, (iii) any assets located in Mexico, and (iv) the Excluded Subsidiaries and their property and assets from time to time provided that such property and assets shall at no time include any Project Property.

“Excluded Subsidiaries” means (i) Golden Triangle Transport Corp., Skeena Mexico S.A. de C.V., QuestEx Copper & Gold Ltd., Colorado Exploration Inc., Colorado Gold S.A. de C.V. and Rosegold Exploration Inc., and (ii) any Subsidiary formed after the date hereof that is not a Project Entity and that the Majority Purchasers agree is an Excluded Subsidiary, and (iii) any Subsidiary acquired pursuant to a Permitted Acquisition that is deemed pursuant to the definition thereof to be an Excluded Subsidiary.

“Excluded Taxes” means:

provided, however, that “Excluded Taxes” shall not include: (x) any Taxes of any kind arising solely as a result of a Purchaser entering into, or performing its obligations under, this Agreement or any other Stream Document, or receiving deliveries or payments under this Agreement or any other Stream Document, or making payments under this Agreement (including the Deposit) or (y) any Taxes arising solely as a result of a Purchaser enforcing rights under this Agreement or any other Stream Document.

“Expropriation Event” means an expropriatory act or series of expropriatory acts, comprising confiscation, nationalization, requisition, deprivation, sequestration and/or similar acts, by law, order, executive or administrative action or otherwise of any Governmental Body, the result of which expropriatory act or series of expropriatory acts is that (a) all or substantially all of the rights, privileges and benefits pertaining to or associated with all or any material part of the Project cease being for the benefit or entitlement of the Project Entities, whether as a result of ceasing to own such part of the Project or otherwise; or (b) condemns, nationalizes, seizes, confiscates, or otherwise expropriates, all or any material portion of the share capital of any of the Project Entities, or assumes custody or control of all or any material portion of the share capital of any of the Project Entities owned, directly or indirectly, by any of the other Project Entities.

“Facility” means the $350,000,000 multi-draw senior secured term facility provided by the Lenders under the Loan Agreement, as may be increased or reduced pursuant to the terms thereof.

“FATCA” means Sections 1471 through 1474 of the United States Internal Revenue Code (“IRC”) ‎as of the date hereof (or any amended or successor version that is substantively comparable ‎and not materially ‎more onerous to comply with), any current or future regulations or official ‎interpretations thereof, any ‎agreement entered into pursuant to Section 1471(b)(i) of the IRC, or ‎any fiscal or regulatory legislation, treaty, ‎rules or practices adopted pursuant to any intergovernmental ‎agreement entered into in connection with ‎the implementation of such Sections of the IRC.

“Fifth Deposit” has the meaning set out in Section 3.1(a)(v).

“Fifth Deposit Deadline” means March 31, 2026.

“Financial Assistance” given by any Person (the “Financial Assistance Provider”) to or for the account or benefit of any other Person (the “Financial Assistance Recipient”) means any direct or indirect financial assistance of any nature, kind or description whatsoever (by means of loan, Guarantee or otherwise) of or from such Financial Assistance Provider, or of or from any other Person with recourse against such Financial Assistance Provider or any of its property, to or for the account or benefit of the Financial Assistance Recipient (including Investments in a Financial Assistance Recipient, Acquisitions from a Financial Assistance Recipient, and gifts or gratuities to or for the account or benefit of a Financial Assistance Recipient).

“Financial Statements” means the audited consolidated financial statements of Skeena as at and for the year ended December 31, 2023, including the notes thereto, together with the auditor’s report thereon, and the unaudited consolidated interim financial statements of Skeena as at and for the three-month period ended March 31, 2024, and each subsequent set of audited annual financial statements (including the notes thereto, together with the auditor’s report thereon) and unaudited interim financial statement of the Seller which are delivered to the Purchasers’ Agent or the Purchasers or which form part of the Public Disclosure Documents.

“First Deposit Date” means the date set forth in Section 3.1.

“Fiscal Quarter” means each calendar quarter ending on the last day of March, June, September and December of each year.

“Fiscal Year” means the period of January 1 to December 31 of each year.

“Fourth Deposit” has the meaning set out in Section 3.1(a)(iv).

“Fourth Deposit Deadline” means January 31, 2026.

“Framework Documents” means the HSEC Policy, the ESMS, ESMPs and any applicable Corrective Action Plan.

“FN Convertible Debenture” means the convertible debenture dated December 18, 2023 between Franco-Nevada Corporation, as holder, and Skeena, as corporation

“Franco Documents” means, collectively, (a) the royalty purchase agreement dated December 18, 2023 between Skeena and Franco-Nevada Corporation, (b) the amended and restated royalty agreement dated December 18, 2023 between Skeena and Franco-Nevada Corporation, (c) the convertible debenture purchase agreement dated December 18, 2023 between Skeena and Franco-Nevada Corporation, and (d) the FN Convertible Debenture.

“Gold Market Price” means, with respect to any day, the daily per ounce LBMA AM Gold Price in U.S. dollars quoted by the London Bullion Market Association (currently in partnership with CME Group and Thomson Reuters) for Refined Gold on such day or, if such day is not a trading day, the immediately preceding trading day; provided that, if the LBMA AM Gold Price is no longer quoted by the London Bullion Market Association, the Gold Market Price shall be determined by reference to the price of Refined Gold in the manner endorsed by the London Bullion Market Association, failing which the Gold Market Price will be determined by reference to the price of Refined Gold on a commodity exchange mutually acceptable to the Seller and the Purchasers’ Agent, acting reasonably.

“Good Industry Practice” means, in relation to any decision or undertaking, the exercise of that degree of diligence, skill, care, prudence, oversight, economy and stewardship which is commonly observed or would reasonably be expected to be observed by skilled and experienced professionals in the Canadian mining industry engaged in the same type of undertaking under the same or similar circumstances.

“Governmental Body” means any domestic or foreign federal, provincial, regional, state, municipal or other government, governmental department, agency, authority or body (whether administrative, legislative, executive or otherwise), court, tribunal, commission or commissioner, bureau, minister or ministry, board or agency, or other regulatory authority, including any securities regulatory authorities or stock exchange.

“Group Members” means, collectively, the Seller, Skeena and its Subsidiaries from time to time, including the Project Entities, and “Group Member” means any one of them.

“Guarantee” means, with respect to any Person, any direct or indirect liability, contingent or otherwise, of such Person with respect to any indebtedness, letter of credit, lease, dividend or other obligation of another, including any such obligation directly or indirectly guaranteed, endorsed (otherwise than for collection or deposit in the ordinary course of business) or discounted or sold with recourse by such Person, or in respect of which such Person is otherwise directly or indirectly liable, including any such obligation in effect guaranteed by such Person through any agreement (contingent or otherwise) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain the solvency or any balance sheet or other financial condition of the obligor of such obligation (including keep-well covenants), or to make payment for any products, materials or supplies or for any transportation or services regardless of the non-delivery or non-furnishing thereof, in any such case if the purpose or intent of such agreement is to provide assurance that such obligation will be paid or discharged, or that any agreements relating thereto will be complied with, or that the lender of such obligation will be protected against loss in respect thereof. The amount of any guarantee shall be equal to the outstanding principal amount of the obligation guaranteed or such lesser amount to which the maximum exposure of the guarantor shall have been specifically limited.

“Guarantors” means, collectively, all Project Entities (other than the Seller) and “Guarantor” means any one of them, as the context may require. As of the date hereof, there are no Guarantors.

“Hazardous Substances” means any substance, material or waste defined, regulated, listed or prohibited by Environmental Laws, including pollutants, contaminants, chemicals, deleterious substances, dangerous goods, hazardous or industrial toxic wastes or substances, tailings, wasterock, radioactive materials, flammable substances, explosives, petroleum and petroleum products, polychlorinated biphenyls, chlorinated solvents and asbestos.

“HSEC Policy” means the integrated health, safety, environmental and community policies and operating guidelines for the Project adopted by the Seller’s board of directors and delivered to the Purchasers’ Agent, and if applicable, the IESC, pursuant to this Agreement, as amended from time to time in accordance with this Agreement.

“IFRS” means the International Financial Reporting Standards adopted by the International Accounting Standards Board from time to time.

“Inchoate Lien” means, with respect to any property or asset of any Person, the following liens:

“Indemnified Other Tax” has the meaning ascribed to it in Section 14.2(c).

“Indemnified Tax” means any Indemnified Other Tax or Indemnified Withholding Tax.

“Indemnified Withholding Tax” has the meaning ascribed to it in Section 14.2(b).

“Independent Engineer” means an internationally recognized mine engineering firm nominated by the Seller and acceptable to the Majority Purchasers, acting reasonably.

“Independent Environmental and Social Consultant” or “IESC” means a qualified independent firm or consultant (not directly tied to the client), nominated by the Seller and acceptable to the Majority Purchasers, acting reasonably.

“Indigenous Group” means any First Nation, Métis or Inuit indigenous and/or aboriginal band, group, band council, tribal council or other governing body of indigenous peoples of Canada, or any similar indigenous, aboriginal or tribal group of the United States with asserted or established rights in Canada.

“Indigenous Group’s Claims” means any written claims, assertions or demands, whether proven or unproven, made by any Indigenous Group to the Project Entities or a Governmental Body, or any representatives thereof, in respect of asserted or proven aboriginal rights, aboriginal title, treaty rights or any other aboriginal or indigenous interest in or to all or any portion of the Project or the Project Real Property.

“Indigenous Group’s Information” means any and all written and material communications and documentation of which the Project Entities have knowledge (or, assuming due and reasonable inquiry, ought to know) and in their possession, including electronic or other form related to any (i) Indigenous Group’s Claims; (ii) Indigenous Group making any Indigenous Group’s Claims; (iii) Indigenous Group agreement, or (iv) any Governmental Body, or representatives thereof (including the issuance of required permits, licences and other governmental authorizations) involving any Indigenous Group’s Claims or Indigenous Group in relation to the Project or the Project Real Property.

“Indigenous Group Royalty Agreement” means a net smelter return royalty agreement or similar interest granted by a Project Entity to an Indigenous Group pursuant to an impact benefit agreement relating to the Project.

“Initial Deposit” has the meaning ascribed to such term in Section 3.1(a).

“Initial Equity Investment” means the purchase of 3,418,702 Common Shares of Skeena by the Subscriber pursuant to the Subscription Agreement plus 12,021,977 Common Shares of Skeena pursuant the Purchase Agreement.

“Initial Term” has the meaning ascribed to such term in Section 4.1(a).

“Integrated Master Schedule” means the comprehensive Level 3 development, construction and commissioning schedule for the Project to be delivered and agreed upon by the Purchasers in accordance with the terms of this Agreement as the same may be amended, revised, supplemented or replaced from time to time in accordance with the terms of this Agreement.

“Intercreditor Agreement” means the intercreditor agreement to be entered into in accordance with this Agreement among the Administrative Agent, on behalf of the Lenders under the Loan Agreement, the Purchasers’ Agent on behalf of the Purchasers, the Credit Collateral Agent, the Stream Collateral Agent, the Seller and the Guarantors, or an intercreditor agreement entered into in accordance with the terms of this Agreement with the lenders under a Refinancing Facility or Debt permitted to be incurred under Section 6.17(b) if such Debt is secured against the Project Property, as the same may be amended, modified, supplemented or replaced from time to time.

“Investment” means, with respect to any Person, the making by such Person of: (a) any direct or indirect investment in or purchase or other acquisition of the securities of or an Equity Interest in any other Person, (b) any loan or advance to, or arrangement for the purpose of providing funds or credit to (excluding extensions of trade credit in the ordinary course of business in accordance with customary commercial terms), any other Person, or (c) any capital contribution to (whether by means of a transfer of cash or other property or any payment for property or services for the account or use of) any other Person; provided that, for greater certainty, an Acquisition shall not be treated as an Investment.

“Key Transaction Agreements” means, collectively the Stream Documents, the Loan Agreement and the Subscription Agreement.

“Lenders” means the lenders party to the Loan Agreement from time to time, and their respective permitted successors and assigns.

“Liquidity” means the sum of unencumbered (other than in favour of the Credit Collateral Agent and the Stream Collateral Agent) and unrestricted cash and cash equivalents of the Project Entities that are subject to the Security and deposited in accounts over which the Credit Collateral Agent or the Stream Collateral Agent has a blocked account agreement or control agreement.

“Loan Agreement” means the credit agreement dated the date hereof between the Lenders, among others, thereto and Skeena, as borrower, providing for the Facility.

“Loan” means any extension of credit by the Lenders under the Loan Agreement.

“Losses” means any and all damages, claims, losses, diminution of value, liabilities, fines, injuries, costs, penalties and expenses (including reasonable legal fees). Losses shall not include consequential, special, exemplary, indirect, incidental or punitive damages or loss of profits or opportunity except to the extent such losses are awarded to a third party in connection with a claim by a third party.

“Majority Purchasers” means, at any time, one or more Purchasers holding a Purchaser’s Share greater than 50.1% in the aggregate.

“Material Adverse Effect” means any change, event, occurrence, circumstance, fact or effect that, when taken individually or together with all other events, occurrences, changes or effects has, or could reasonably be expected to have, a material adverse effect on:

provided, in each case, that it shall not include any event, change or effect resulting exclusively from (x) the announcement of the execution of this Agreement or any other Key Transaction Agreement; (y) any change in the price of the publicly listed stock of the Seller; or (z) any change in gold prices (it being understood that the underlying effects, events, facts or occurrences giving rise to any of (x), (y) or (z) that are not otherwise excluded by this proviso may be determined to constitute, or give rise to, a Material Adverse Effect).

“Material Contracts” means (a) the Contracts listed in Schedule G, (b) any Contract involving the payment or receipt by the Project Entities in excess of C$25,000,000, (c) any impact benefit agreement, (d) any Indigenous Group Royalty Agreement, and (e) any other Contract the breach, loss or termination of which would reasonably be expected to result in a Material Adverse Effect.

“Material Project Authorization” means (a) the Project Authorizations listed in Schedule H, and (b) any other Project Authorization, the breach, loss or termination of which would, or could reasonably be expected to, be material to the development and ongoing operation of commercial production.

“Mine Plan” means the proposed operating plan for the Project consistent with the Project Financing Rebaseline, including without limitation the design throughput of the processing facilities, to be delivered to and agreed upon by the Purchasers in accordance with the terms of this Agreement, as the same may be amended, revised supplemented or replaced from time to time in accordance with the terms of this Agreement.

“Minerals” means any and all marketable metal bearing material in whatever form or state that is mined, produced, extracted, processed at or otherwise recovered from any Project Real Property and including any such material derived from any processing or reprocessing of any tailings, waste rock or other waste products originally derived from any Project Real Property and including ore and any other products resulting from the further milling, processing or other beneficiation of Minerals, including doré.

“Minimum Delivery Amount” means [REDACTED – Commercially Sensitive Information.].

“Mining Rights” means mineral claims, prospecting licences, exploration licenses, mining or mineral licenses or leases, mineral concessions and other forms of tenure or other rights to minerals or to work upon land for the purpose of exploring for, developing or extracting minerals under any form of title recognized under the Applicable Laws, whether contractual, statutory or otherwise, or any interest therein.

“Multi-Employer Plan” means a “multi-employer plan” within the meaning of subsection 147.1(1) of the Tax Act, subsection 1(1) of the Pension Benefits Act (Ontario) or as such similar terms are defined in similar pension standards legislation of Canada or a province.

“National Instrument 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators and the companion policy thereto in effect from time to time.

“Net Proceeds” means, with respect to the receipt of insurance proceeds under Sections 6.16(b) and 6.16(c), the aggregate net cash proceeds of insurance received by any Group Member in respect of any loss, damage to or destruction of any of the Project Property after payment of reasonable expenses (including legal and accounting fees) incurred in connection therewith, and for certainty, shall not include any insurance proceeds received on account of business interruption insurance or any substantially similar policy of any Group Member.

“NPV of the Project” means the net present value of the Group Members’ interests in the Project based on the Project NPV Criteria set forth on Schedule J.

“NPV of the Remaining Stream” means the net present value of the Purchasers’ rights under this Agreement based on the NPV of the Remaining Stream Criteria set forth on Schedule K.

“NYSE” means the New York Stock Exchange and any successor thereto.

“OFAC” means The Office of Foreign Assets Control of the US Department of the Treasury.

“Offtake Agreement” means any agreement entered into by the Seller with any Person (i) for the sale of Minerals to such Person, or (ii) for the smelting, refining or other beneficiation of Minerals by such Person for the benefit of the Seller.

“Offtaker” means any Person that enters into an Offtake Agreement with the Seller.

“Offtaker Charges” means any and all refining charges, treatment charges, penalties, insurance charges, transportation charges, settlement charges, premiums, financing charges, Taxes, price participation charges, deductions based on a payable metal percentage, and/or other similar charges, deductions or expenses charged or deducted by an Offtaker and/or charged or deducted in respect of delivery to the Offtaker or to the final customer of the Seller, as the case may be (or charged to the Seller as and by way of royalty payments) regardless of whether such charges or deductions are expressed as a specific metal deduction in each case.

“Offtaker Delivery” means the delivery of a Parcel to an Offtaker or the transfer of the entitlement to or benefit of a Parcel to an Offtaker.

“Offtaker Settlement” means (a) with respect to Minerals purchased by an Offtaker from the Seller, the receipt by the Seller of payment or other consideration from the Offtaker, whether provisional or final, or other consideration from the Offtaker in respect of any Minerals refined, smelted, or otherwise beneficiated by an Offtaker for the benefit of the Seller, including amounts received in respect of warehouse holding certificates, and (b) with respect to Minerals refined, smelted or otherwise beneficiated by an Offtaker on behalf of the Seller, the receipt by the Seller of marketable gold or other minerals in accordance with the applicable Offtake Agreement.

“Operating Costs” means those cash expenditures in connection with the development, construction and operation of the Project, all as determined in accordance with IFRS.

“Operations Monthly Report” means, a written report prepared by or on behalf of the Seller in relation to a calendar month with respect to the Project in the form of Schedule N.

“Order” means any order, directive, decree, judgment, ruling, award, injunction, direction or request of any Governmental Body or other decision-making authority of competent jurisdiction.

“Other Minerals” means any and all marketable metal bearing material in whatever form or state (including ore) that is mined, produced, extracted or otherwise recovered from any location that is not within the Project Real Property.

“Other Rights” means all licenses, approvals, authorizations, consents, rights (including surface rights, access rights and rights of way), privileges, concessions, unpatented mining claims or franchises held by a Project Entity or required to be obtained from any Person (other than a Governmental Body) for the exploration, development, construction and operation of the Project, as contemplated by the Planning Documents.

“Parcel” means the applicable quantity of Minerals delivered or shipped or to be delivered or shipped to an Offtaker of a particular type of product under a single shipment or delivery pursuant to the relevant Offtake Agreement.

“Parties” means the parties to this Agreement.

“Payable Gold” means, in respect of each Parcel means the Stream Percentage of the Reference Gold.

“Payment” has the meaning ascribed to it in Section 14.2(a).

“Payor” has the meaning ascribed to it in Section 14.2(b).

“Permitted Acquisition” means, (i) prior to the Completion Date, an Acquisition completed with the prior written consent of the Majority Purchasers, and (ii) following the Completion Date, an Acquisition that meets the following criteria:

provided that, (x) if any of the funding for such Acquisition includes cash on hand of the Project Entities then the target of such Acquisition (including any assets acquired and the Equity Interests and assets of any Person acquired, as well as its Subsidiaries) shall be required to become Project Entities in accordance with Section 8.2, and (y) if any such Acquisition is completed by an Excluded Subsidiary without the use of cash on hand of the Project Entities, then the target of such Acquisition shall be an Excluded Subsidiary

“Permitted Asset Disposition” means, as at any particular time, a sale, transfer or other disposition of:

“Permitted Encumbrances” means, in respect of any Collateral, any of the following:

provided, however, that no Encumbrance described in (a) through (g) or (j) through (n) above shall constitute a Permitted Encumbrance if it was incurred in connection with the borrowing of money.

“Permitted Prepay” means a Mineral prepay agreement that meets the following criteria:

“Permitted Update” means an amendment, supplement, or other modification to the Planning Documents (or any component thereof) that would not reasonably be expected to, together with any previous or planned amendment, supplement or other modification (including any previous Permitted Update and including any excess expenditure pursuant to Section 6.6(e)) (i) result in an increase to the construction budget of more than [REDACTED – Commercially Sensitive Information.], (ii) result in a delay in the construction schedule of more than 3 months, (iii) result in the Completion Date not occurring by the Completion Outside Date, (iv) result in the Integrated Master Schedule no longer being considered Level 3, (v) result in the Seller not being able to comply with the financial covenants set forth in Section 6.5, or (vi) otherwise be materially prejudicial to the Purchasers or materially adversely impact the development, construction or operation of the Project.

“Person” means and includes individuals, corporations, bodies corporate, limited or general partnerships, joint stock companies, limited liability companies, joint ventures, associations, companies, trusts, banks, trust companies, Governmental Bodies or any other type of organization or entity, whether or not a legal entity.

“Planning Documents” means the Development Plan, the Integrated Master Schedule and the Mine Plan.

“Potential E&S Non-Compliance Event” means, in relation to the Project an event or condition: that: (a) could reasonably be expected to result in a Serious E&S Non-Compliance Event; (b) is of an environmental or social nature that requires the notification by the Seller of such event or condition to an applicable governmental or regulatory body; or (c) is a series of events of non-compliance with the Environmental and Social Requirements of a similar nature to (a) or (b), which the Seller or the IESC reasonably believes is an event not representing immediate or material social or environmental damage and which the Seller is able to correct in accordance with the ESMP or ESMS, provided that in each case, such event is a New Event.

“Pre-Completion Monthly Report” means, a written report prepared by or on behalf of the Seller in relation to a calendar month with respect to the Project in the form of Schedule I.

“Processing Facilities” means the processing facilities to be located on the Project Real Property and owned by the Project Entities.

“Production Interest” means any royalty, stream, participation or production interest, or any agreements that are similar to a royalty, stream, participation or production interest agreement, in each case in respect of any Minerals and for great certainty shall not be construed to include any Offtake Agreement which meets the requirements of Section 6.10(b).

“Project” means collectively, all properties, assets and other rights (including, without limitation, with respect to electricity, water, access and land), whether real or personal, tangible or intangible, which assets are used in connection with, or form part of, the mining project in the Golden Triangle of British Columbia, Canada described more fully in the Technical Report and commonly known as the Eskay Creek Project.

“Project Authorizations” means all Authorizations and Other Rights (including environmental Authorizations) necessary, at the applicable time, for executing mining activities in a determined mining stage in accordance with the Canadian federal, provincial, territorial and local regulations.

“Projected CFADS” for a period means the projected CFADS for such period based on the then current Development Plan and BCFM.

“Projected Debt Service” for a period means the projected Debt Service for such period based on the then current Development Plan and BCFM and after giving effect to the proposed Refinancing Facility.

“Projected DSCR” for a period, means the ratio of Projected CFADS for such period divided by the Projected Debt Service for such period.

“Project Entity” means from time to time, the Seller (at such time), and any other Person (now or hereafter formed or acquired) that holds or acquires a direct or indirect interest in any of the Project Property, or Equity Interests or Subordinated Intercompany Debt of any Project Entity other than any holder of Equity Interests of Skeena or any acquiror or successor of Skeena whose Equity Interests are publicly traded.

“Project Financing Rebaseline” means the project scenario provided to the Purchasers’ Agent on June 5, 2024 that is generally reflective of the Definitive Feasibility Study sequence, execution approach, and operating plan, though considers an extended construction timeline resulting in a date of commercial production of July 1, 2027 and the following expenditures:

“Project Lease Transaction” means lease-to-own and sale-leaseback transaction arrangements for power transmission line, personnel camp facilities, water treatment plant and certain related infrastructure, as expressly provided for in, and consistent with, and the Planning Documents.

“Project Property” means all of the property, assets, undertaking and rights of the Project Entities in and relating to the Project, whether now owned or existing or hereafter acquired or arising, including real property, personal property and mineral interests, and specifically including, but not limited to: (a) the Project Real Property; (b) all accounts, instruments, chattel paper, deposit accounts, documents, intangibles, goods (including inventory, equipment and fixtures), money, letter of credit rights, supporting obligations, claims, causes of action and other legal rights and investment property; (c) all products, proceeds (including proceeds of proceeds), rents and profits of the foregoing; and (d) all books and records of any of the Group Members related to any of the foregoing.

“Project Property Agreements” means all Contracts of the Project Entities relating to (a) the ownership, lease or use of the Project or the Project Property, (b) the development, construction and mining operations of the Project, (c) the sale or disposition of mineral production from the Project, including Production Interests and other similar arrangements, and (d) any option, right of first refusal in relation to a Production Interest or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty, or right capable of becoming an option, right of first refusal or right, title, interest, reservation, claim, rent, royalty, or payment in the nature of rent or royalty, in respect of the Project Property, or the mineral production or proceeds therefrom, in each case, whether entered into prior to or after the date of this Agreement.

“Project Real Property” means all real property interests, all mineral claims, mineral leases and other mineral rights, mineral claims and interests, and all surface access rights held by any of the Project Entities relating to the Project (which as of the date hereof, are as set forth in Schedule L), and all buildings, structures, improvements, appurtenances and fixtures thereon or attached thereto, whether created privately or by the action of any Governmental Body. “Project Real Property” shall also include any term extension, renewal, replacement, conversion or substitution of any such real property interests, mineral claims, mineral leases, mineral rights, mineral claims or interests, and surface access rights, owned or in respect of which an interest is held, directly or indirectly, in the Area of Interest by any Project Entities at any time during the term of this Agreement, whether or not such ownership or interest is held continuously.

“Public Disclosure Documents” means, collectively, all of the documents which have been filed by or on behalf of Skeena with the relevant Securities Regulators pursuant to the requirements of Securities Laws, including all documents publicly available on Skeena’s SEDAR+ profile.

“Purchase Agreement” means the purchase agreement to be entered into on the date hereof among the Subscriber and Wealth Creation Preservation & Donation Inc.

“Purchase Money Obligations” means the outstanding balance of the purchase price of real and/or personal property, title to which has been acquired or will be acquired upon payment of such purchase price, or indebtedness to non-vendor third parties incurred to finance the acquisition of such new and not replacement real and/or personal property, or any refinancing of such indebtedness or outstanding balance.

“Purchase Price” has the meaning set out in Section 2.5.

“Purchaser’s Share” means, at any given time, in respect of each Purchaser, the percentage obtained by dividing the amount set out beside such Purchaser’s name in Schedule M, as amended from time to time in accordance with this Agreement, by the amount of the Deposit; provided that such Purchaser’s entitlement to receive any payment or delivery from the Seller or any other Group Member shall be reduced or increased, as applicable in accordance with the terms of the Agreement, on account of any Taxes applicable to such Purchaser, such that the amounts received by the other Purchasers is not affected thereby.

“Purchasers” means the Purchasers party hereto from time to time as set forth in Schedule M as may be updated from time to time in accordance with this Agreement and “Purchaser” means any one of them, as the context so requires.

“Purchasers’ Agent” means OMF Fund IV SPV H LLC, in its capacity as agent for the Purchasers under this Agreement, or any successor Purchasers’ Agent appointed by the Majority Purchasers in accordance with Section 13.4.

“Qualified Project Operator” means [REDACTED – Commercially Sensitive Information.].

“Real Property” means the Project Real Property and all other real property interests, mineral claims, mineral leases and other mineral rights, concessions and interests, and all surface access rights held by any Project Entity and all buildings, structures, improvements, appurtenances and fixtures thereon or attached thereto, whether created privately or by the action of any Governmental Body (which, as of the date hereof, to the extent (x) constituting Collateral and (y) not constituting Project Real Property, are as set forth in Schedule L).

“Receiving Party” has the meaning set out in Section 6.18(a).

“Reference Gold” means any and all gold in whatever form or state that is contained in Minerals in a Parcel which has been sold and delivered to an Offtaker, without giving effect to any Offtaker Charges applied by the Offtaker pursuant to the relevant Offtake Agreement, giving effect to a fixed payability factor of [REDACTED – Commercially Sensitive Information.].

“Refinancing Facility” means any credit facility, bonds, debentures, notes or other similar instruments, the net proceeds of which are used to replace, refinance, defease or discharge the Facility (or any other Refinancing Facility), provided that:

“Refined Gold” means marketable metal bearing material in the form of gold bars or coins that is refined to standards meeting or exceeding 995 parts per 1,000 fine gold, and otherwise conforming to the London Bullion Market Association specifications for good delivery.

“Related Party” means, with respect to any Person (the “first named Person”), any Person that does not deal at arm’s length with the first named Person or is an Associate of the first named Person and, in the case of any Group Member, includes: (a) any director, officer, employee or Associate of the Seller or any of its Affiliates, (b) any Person that does not deal at arm’s length with the Seller or any of its Affiliates, and (c) any Person that does not deal at arm’s length with, or is an Associate of, a director, officer, employee or Associate of the Seller or any of its Affiliates.

“Release” means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration into the indoor or outdoor environment, including the movement of Hazardous Substances through ambient air, soil, surface water, ground water, wetlands, land or subsurface strata.

“Reorganization Plan” means the assignment of the Project Assets to a newly formed directly wholly owned subsidiary of Skeena and the establishment of a newly formed directly wholly owned subsidiary pursuant to the steps set forth in Schedule P.

“Retirement Plan” means any Employee Benefit Plan providing pensions, superannuation benefits, retirement savings, top up or supplemental pensions, including any “registered retirement savings plans” (as defined in the Tax Act), “registered pension plans” (as defined in the Tax Act) or “retirement compensation arrangements” (as defined in the Tax Act).

“Restricted Payment” means, with respect to any Group Member, any payment by such Person to any other Person (other than from one Group Member to another Group Member to the extent permitted by the Subordination and Postponement of Claims), (a) as it relates only to the Seller, of any cash dividends or any other cash distribution on any shares of its capital or other Equity Interests, (b) on account of, or for the purpose of setting apart any property for a sinking or other analogous fund for, the purchase, redemption, retirement or other acquisition of any shares of its capital or other Equity Interests or any warrants, options or rights to acquire any such shares, (c) of any principal of, or interest or premium on, or of any amount in respect of a sinking or analogous fund or defeasance fund for, any Debt of such Person ranking in right of payment, pari passu with or subordinate to the Stream Obligations, or (d) of any management, consulting or similar fee, or any material bonus or comparable payment, or material payment by way of gift or other gratuity, to any Related Party, unless such payment is to a director, officer or employee of such Group Member in that capacity and consists of (x) reimbursement for reasonable and ordinary course expenses related to the Business incurred by such director, officer or employee in accordance with the policies in effect governing such reimbursements, or (y) ordinary course remuneration (including ordinary course bonuses) consistent with the Good Industry Practice taking into account the stage of development and operation of the Project.

“Revenue” for any period, means the aggregate of the following amounts actually received (or, in the case of the determination of Projected DSCR, projected to be received) by Skeena or the applicable Project Entity on a consolidated basis during that period:

but excluding:

“Royalties” means the royalties set forth in Schedule Q.

“Sale-Leaseback” means an arrangement under which title to any property or an interest therein is transferred by or on the direction of a Person (“X”) to another Person which leases or otherwise grants the right to use such property, asset or interest (or other property, which X intends to use for the same or a similar purpose) to X (or nominee of X), whether or not in connection therewith X also acquires a right or is subject to an obligation to acquire the property, asset or interest, and regardless of the accounting treatment of such arrangement.

“Sanctioned Entity” means (a) a country or a government of a country, (b) an agency of the government of a country or (c) an organization directly or indirectly controlled by a country or its government in each case, that is on the list published and maintained by the United Nations Security Council, OFAC, Global Affairs Canada, Public Safety Canada, or the analogous organization of any other applicable country (including as may be applicable to the Project Entities, the Project or any Lender) as being a “sanctioned country”.

“Sanctioned Person” means (a) any Person listed in any sanctions-related list of designated Persons published and maintained by Global Affairs Canada or Public Safety Canada, (b) any Person named on the list of Specially Designated Nationals published and maintained by OFAC, or (c) a Person named on the Consolidated List of individuals published and maintained by United Nations Security Council.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced by the United Nations Security Council, OFAC, Global Affairs Canada, Public Safety Canada or any analogous organization of any other applicable country including as may be applicable to the Project Entities, the Project or any Purchaser.

“Second Deposit” has the meaning set forth in Section 3.1(a)(ii).

“Second Deposit Deadline” means June 30, 2025.

“Securities Laws” means Canadian Securities Laws, U.S. Securities Laws and all applicable securities laws and the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, notices, orders, blanket rulings and other regulatory instruments of the Securities Regulators, and all rules and policies of the Exchanges and any other stock exchange on which securities of the Seller are traded.

“Securities Regulators” means, collectively, the Canadian Securities Authorities, the U.S. Securities Authorities and the securities regulators or other securities regulatory authorities in any other jurisdictions whose Securities Laws are applicable to the Seller.

“Security” means the Encumbrances granted in favour of the Stream Collateral Agent pursuant to the Security Documents.

“Security Documents” means any Guarantees in favour of the Stream Collateral Agent on behalf of the Purchasers in respect of the Stream Obligations and any other security documents held from time to time by the Stream Collateral Agent securing or intended to secure payment and performance of the Stream Obligations, including the security described in Section 8.1.

“Security Release Date” means the later of (a) and (b); where (a) is the first date on which the Purchasers have received an aggregate amount that would need to be paid to the Purchasers on a particular date, after taking into account all deliveries made by the Seller to the Purchasers pursuant to Section 2.3, to yield an internal rate of return of [REDACTED – Commercially Sensitive Information.] on the Deposit without taking into account the Additional Deposit Option Fee described in Section 6.19, and (b) is the earlier of the date on which (i) the Obligations under and as defined in the Loan Agreement have been repaid in full or (ii) the Purchasers and their Affiliates are no longer Lenders under the Loan Agreement.

“SEDAR+” means the System for Electronic Document Analysis and Retrieval of the Canadian Securities Administrators.

“Seller” means (i) as of the date hereof, Skeena, and (ii) from and after the implementation of the Reorganization Plan, a newly formed wholly owned Subsidiary of Skeena formed pursuant to the Reorganization Plan which shall become party to this Agreement as the “Seller” and shall assume all obligations as Seller hereunder in accordance with Section 6.22 which shall, for avoidance of doubt, not directly or indirectly own any interest in the Project.

“Seller Event of Default” has the meaning set out in Section 10.1.

“Serious E&S Non-Compliance Event” means an identified event of material non-compliance with Environmental and Social Requirements by the Seller or with respect to the Project which the Seller or the IESC reasonably believes is an event representing material environmental or social damage which would necessitate an emergency shutdown of the Project or would be reasonably likely to result in very severe damage.

“Settlement Sheets” means in respect of each Parcel, the Seller’s final invoice and sale documentation (or if such final documents are not available in the case of provisional payment, the relevant documents on which provisional payments have been determined) evidencing at least the amount and, if applicable, grade of gold in such Parcel.

“Share Pledge Agreements” means one or more agreements pursuant to which a Project Entity pledges its Equity Interests in any Person in favour of the Stream Collateral Agent.

“Snip Project” means the Snip Mine located approximately 100 km northwest of Stewart, B.C. comprising the mining concessions listed on Schedule R.

“Stakeholder Engagement” means the IFC Standards provisions on external communication, environmental and social information disclosure, participation, informed consultation, and grievance mechanisms and the overall requirements described under Equator Principle 5.

“Stream Collateral Agent” means, upon its joinder hereto, a trust company existing under the laws of Canada in its capacity as collateral agent for the Purchasers hereunder as appointed pursuant to the Intercreditor Agreement, or any successor Stream Collateral Agent appointed thereunder.

“Stream Documents” means this Agreement, the Security Documents executed by each of the Stream Parties, the Intercreditor Agreement, any Subordination and Postponement of Claims and all other agreements, instruments and documents from time to time (both before and after the date of this Agreement) delivered to the Purchasers, the Purchasers’ Agent for the benefit of the Purchasers or the Stream Collateral Agent in connection with this Agreement or the other Stream Documents.

“Stream Obligations” means all indebtedness, liabilities and other obligations owed to the Purchasers’ Agent, the Purchasers and the Stream Collateral Agent hereunder or under any other Stream Document, whether actual or contingent, direct or indirect, matured or not, now existing or hereafter arising.

“Stream Parties” means the Seller and the Guarantors.

“Stream Percentage” means, subject to adjustment in accordance with Section 2.7, (i) a percentage amount equal to (w) 200,000,000 less any installment of the Initial Deposit which was required, but not funded by the Purchasers, upon request by the Seller in accordance with Section 3.2 to which the Seller has satisfied the conditions precedent in respect of such installment in accordance with Article 3, divided by (x) 200,000,000, and (y) multiplied by 10.55 and, provided that in the event that Completion has not occurred on or before the Completion Target Date, then following the Completion Target Date, the Stream Percentage will be increased as follows until Completion is achieved:

and (ii) if an Additional Deposit has occurred, the Stream Percentage shall be increased, for each such Additional Deposit, by an additional percentage amount equal to (x) the total amount funded under such Additional Deposit divided by 100,000,000, and (y) multiplied by 50% of such Stream Percentage.

“Subordinated Intercompany Debt” means any debts, liabilities or obligations owing by the Seller or another Project Entity to any other Project Entity, on any account and in any capacity, subordinated in accordance with the provisions of the Subordination and Postponement of Claims.

“Subordination and Postponement of Claims” means a subordination and postponement of claims in favour of the Purchasers’ Agent and/or Stream Collateral Agent in respect of Debt of the Seller or another Project Entity owing to any other Project Entity pursuant to which, among other things, the holder of such Debt agrees that such Debt will be subordinated and postponed to the Stream Obligations, and which shall be in form and substance satisfactory to the Purchasers’ Agent, acting reasonably.

“Subscriber” means OMF Fund IV SPV G LLC, in its capacity as subscriber under the Subscription Agreement and its successors and assigns.

“Subscription Agreement” means the subscription agreement to be entered into on the date hereof between Skeena and the Subscriber pursuant to which the Seller agrees to issue, and the Subscriber agrees to subscribe for, 3,418,702 Common Shares on terms and conditions set forth therein.

“Subsidiary” means with respect to any Person, any other Person which is Controlled directly or indirectly by that Person, and “Subsidiaries” means all of such other Persons.

“Tangible Net Worth” means, with respect to a Person, the aggregate value of all assets of such Person after eliminating from the calculation intangible assets (which includes, without limitation, all assets classified as intellectual property, goodwill or licences on the balance sheet of such Person) and future income tax benefits less the aggregate of all liabilities of such Person.

“Tax Act” means the Income Tax Act (Canada), as amended from time to time.

“Tax Returns” means all returns, declarations, reports, estimates, information returns and statements required to be filed in respect of any Taxes, including any schedule or attachment thereto or amendment thereof.

“Taxes” means all present and future taxes (including, for certainty, real property taxes), levies, imposts, stamp taxes, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Body, including any interest, additions to tax or penalties applicable thereto and “Tax” shall have a corresponding meaning.

“Technical Committee” means a committee consisting of (i) two Persons appointed by the Seller as the Seller may determine, (ii) a representative of the Lenders appointed in accordance with the Loan Agreement, (iii) a representative of the Purchasers appointed by (x) if the initial Purchaser continues to hold at least 25% of the Purchasers Share, the initial Purchaser, or (y) otherwise, by the Majority Purchasers, and (iv) the Independent Engineer.

“Term” has the meaning set out in Section 4.1(a).

“Third Deposit Deadline” means October 31, 2025.

“Time of Delivery” has the meaning set out in Section 2.3(a).

“Transfer” means to, directly or indirectly, sell, transfer, assign, convey, dispose or otherwise grant a right, title or interest (including expropriation or other transfer required or imposed by law or any Governmental Body), whether voluntary or involuntary, provided that, for greater certainty a Transfer shall not include a change of beneficial ownership of voting securities of Skeena.

“TSX” means the Toronto Stock Exchange.

“Unanimous Purchasers” means, at any time, all of the Purchasers at such time.

“Uncredited Balance” means, at any time, the uncredited balance of the Deposit determined in accordance with this Agreement.

“USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)), as amended or modified from time to time.

Except as may be otherwise specifically provided in this Agreement and unless the context otherwise requires:

Where the character or amount of any asset or liability or item of revenue or expense is required to be determined, or any consolidation or other accounting computation is required to be made, for the purposes of this Agreement, including the contents of any certificate to be delivered hereunder, such determination, consolidation or computation shall, unless the Parties otherwise agree or the context otherwise requires, be made in accordance with IFRS.

For the purposes of the Interest Act (Canada) and disclosure under such statute, whenever interest to be paid under this Agreement or any other Stream Document is to be calculated on the basis of a year of three-hundred sixty (360) days or any other period of time that is less than a calendar year, the yearly rate of interest to which the rate determined pursuant to such calculation is equivalent is the rate so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360 or such other period of time, as the case may be.

Notwithstanding anything herein or in any of the other Stream Documents to the contrary, in the event that any provision of this Agreement or any other Stream Document would oblige the Seller to make any payment of interest or other amount payable to the Purchasers in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by the Purchasers of interest at a criminal or prohibited rate (as such terms are construed under the Criminal Code (Canada) or any other Applicable Law), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with the same effect as if adjusted at the Effective Date to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by the Purchasers of interest at a criminal or prohibited rate, such adjustment to be effected to the extent necessary in each case, as follows:

The use of the term “Permitted Encumbrances” to describe any interests and Encumbrances permitted hereunder shall mean that they are permitted to exist (whether in priority to or subsequent in priority to the Security, as determined by Applicable Law), and shall not be interpreted as meaning that such interests and Encumbrances are entitled to priority over the Security.

The following schedules are attached to and form part of this Agreement:

Article 2
PURCHASE AND SALE

The purchase price (the “Purchase Price”) for each ounce of Refined Gold sold and delivered by the Seller to the Purchasers under this Agreement shall be equal to:

Payment by each Purchaser of the aggregate Purchase Price for each delivery of Refined Gold to such Purchaser shall be made (a) on the fifth Business Day following the Date of Delivery, and (b) to a bank account of the Seller designated in accordance with Section 14.1, provided that, at any time, any Purchaser may provide notice to the Seller with respect to one or more deliveries that any cash payments required to be made by such Purchaser hereunder shall instead be offset against, and on the same day as, the applicable delivery of Refined Gold by the Seller to such Purchaser. Any such offsets pursuant to this Section 2.6 shall be at the Gold Market Price on the third day prior to the Date of Delivery.

In the event that the Purchasers have not received deliveries in respect of Offtaker Settlements relating to 2,614.2 koz of Reference Gold on or before the thirteenth anniversary of the date hereof, then no later than the 30^th day following such anniversary date, the Seller shall make a delivery in accordance with Section 2.3(a) to the Purchasers of an amount of Refined Gold in an amount equal to the Minimum Delivery Amount divided by the Gold Market Price on the date that is 3 days prior to the date of Delivery of such amount of Refined Gold.

Article 3
DEPOSIT PAYMENT

At any time following the payment of all of the installments of the Initial Deposit and the making of the fourth advance under the Loan Agreement, but only prior to the Completion Target Date, the Seller will have the right to request additional deposits from the Purchasers, each such deposit to be at least an amount equal to $25,000,000 and no greater than $100,000,000 (each, an “Additional Deposit”), up to an aggregate amount of $100,000,000 for all Additional Deposits. At the time of any such deposit request, the Parties shall agree to such amendments to this Agreement as are reasonably necessary or desirable to give effect to such Additional Deposit. Any Additional Deposit shall also provide for a 2% option fee payable to the Purchasers at the time of the payment of the Additional Deposit. The Purchasers’ obligation to fund an Additional Deposit shall be subject to satisfaction of the conditions set forth in Section 3.9 (with references to the Deposit and the Deposit Date in such sections being deemed to be references to the Additional Deposit and the funding date for such Additional Deposit, respectively, and references to this Agreement, the Stream Documents and the Key Transaction Agreements being deemed to be references to this Agreement, the Stream Documents and the Key Transaction Agreements, as amended as at the funding date for the Additional Deposit). The Seller shall have the right to irrevocably reduce its rights under this Section 3.2, and corresponding proportion of its obligation in Section 6.19, on prior written notice to the Purchasers’ Agent, by terminating the obligation in increments of not less than $25,000,000.

The Seller shall use the entire Deposit to fund first, any amounts required to be repay in full the obligations under the FN Convertible Debenture after the application of the proceeds of the Initial Equity Investment under the Subscription Agreement, and thereafter, (a) the development, construction and working capital requirements of the Project in accordance with, in all material respects, the Development Plan, including exploration, infill drilling, technical and environmental programs and studies, permitting and community social relations programs, and (b) general corporate and administrative expenses of the Project Entities in respect of the Project in accordance with the Development Plan.

The obligations of the Purchasers to fund the First Deposit pursuant to Section 3.1 shall be subject to the following conditions having been satisfied:

The obligations of the Purchasers to fund the Second Deposit pursuant to Section 3.1 shall be subject to the following conditions having been satisfied:

The obligations of the Purchasers to fund the Third Deposit pursuant to Section 3.1 shall be subject to the following conditions having been satisfied:

The obligations of the Purchasers to fund the Fourth Deposit pursuant to Section 3.1 shall be subject to the following conditions having been satisfied:

The obligations of the Purchasers to fund the Fifth Deposit pursuant to Section 3.1 shall be subject to the following conditions having been satisfied:

The obligations of the Purchasers to fund any portion of the Deposit pursuant to Section 3.1 shall be subject to the following conditions having been satisfied (other than the First Deposit):

and a senior officer of the Seller shall have executed a certificate, in form and substance satisfactory to the Purchasers’ Agent, acting reasonably, dated as of the Deposit Date and addressed to the Purchasers, as to the items set forth above;

Each of the conditions set forth in Section 3.4 is for the exclusive benefit of the Purchasers and may be waived by the Purchasers in their sole discretion, in whole or in part in writing.

Article 4
TERM

The following provisions shall survive termination of this Agreement: Section 2.6 (in respect of any Refined Gold delivered prior to such termination), Section 5.4 (in respect of any periods prior to such termination), Section 6.18, Article 14, Article 15, and such other provisions of this Agreement as are required to give effect thereto.

Article 5
REPORTING; BOOKS AND RECORDS; INSPECTIONS

Upon no less than ten Business Days’ notice to the Seller and subject at all times to the workplace rules and supervision of the applicable Project Entity, the Project Entities shall grant to the Purchasers and their representatives, consultants, agents, potential financiers or permitted assignees at reasonable times and at the Purchaser’s sole risk and expense, the right to access Project Real Property and other facilities of the Project, in each case to monitor the mining, processing and infrastructure operations relating to the Project and compliance with this Agreement. The Purchasers shall use their commercially reasonable efforts to not interfere with exploration, development, mining or processing work conducted on Project Real Property. The Purchasers severally agree to indemnify and save the Group Members and their respective directors, officers, employees and agents harmless from and against any and all Losses suffered or incurred by any of them as a result of the actions of such Purchaser or its representatives or agents during any such visit except to the extent that such Losses arise from the gross negligence or willful misconduct of such indemnified persons.

Article 6
COVENANTS

Skeena shall deliver to the Purchasers, contemporaneously with delivery of the same to Skeena’s shareholders, a copy of each management information circular and other notices issued to its shareholders. The parties agree that the making of documents publicly available on Skeena’s SEDAR+ profile satisfies the delivery requirements under this Section 6.2.

The Seller shall promptly deliver or furnish, or cause to be delivered or furnished, to the Purchasers’ Agent a copy of any material reports, certificates, documents and notices relating to the Project which are delivered by the Seller or any Guarantor under other Key Transaction Agreements to the extent not already delivered to the Purchasers’ Agent under this Agreement.

The Seller shall promptly deliver to the Purchasers’ Agent a copy of:

Except as otherwise provided in this Agreement, until the Security Release Date, the Seller and the Guarantors shall not, and shall not permit any other Project Entity to, without the prior written consent of the Majority Purchasers:

The Seller shall, and the Seller shall cause all of the Group Members to, at all times comply with the Anti-Corruption Policy, and shall immediately notify the Purchasers’ Agent upon becoming aware of any breach or suspected breach of the Anti-Corruption Policy. The Seller shall not, without prior written consent of the Purchasers’ Agent, acting reasonably, amend, terminate, replace or otherwise vary the Anti-Corruption Policy except as required to comply with Applicable Law.

The Seller shall ensure that the development, construction and operation of the Project complies in all material respects with the ESIA in effect from time to time.

If there is any material change in a period to the accounting policies, practices and calculation methods used by the Seller in preparing its financial statements or components thereof as compared to any previous period, the Seller shall provide the Purchasers with all information which the Purchasers reasonably require relating to the impact of any such material change on the comparability of the reports provided to the Purchasers after any such material change to previous reports.

The amount of any such Net Proceeds payable to the Purchasers under Section 6.16(b) or Section 6.16(c) shall be equal to the Purchasers’ Applicable Percentage multiplied by the Net Proceeds and, upon payment of any such Net Proceeds to the Purchasers, an amount of the Deposit equal to the amount of such Net Proceeds paid to the Purchasers shall be deemed to have been returned to the Purchasers and the total amount of the Deposit shall be deemed to be reduced for all purposes under this Agreement. For purposes of Section 6.16(b) or this Section 6.16(c), “Applicable Percentage” means the Purchasers’ share of the Net Proceeds of such insurance payment received by any Group Member, the Purchasers’ share being calculated as the ratio of (i) the NPV of the Remaining Stream to (ii) the NPV of the Project.

In addition to any option fee payable pursuant to Section 3.2 on the payment of the Additional Deposit, the Seller shall pay to the Purchasers in accordance with their respective Purchasers’ Share, a quarterly option payment in an aggregate amount equal to 1% per annum calculated daily in respect of the undrawn portion of the maximum Additional Deposit available under this Agreement (after giving effect to any reduction of the maximum available Additional Deposit pursuant to Section 3.2), payable quarterly on the last Business Day of every Fiscal Quarter until the earlier of (a) Completion Target Date, (b) the Deposit Date for the Additional Deposit; and (c) cancellation of the Additional Deposit commitment.

The Parties will negotiate in good faith to enter into an Intercreditor Agreement as soon as practicable after the date hereof, and in any event no later than September 30, 2024.

As soon as practicable after the date hereof Skeena will give effect to the Reorganization Plan. Skeena will cause the newly formed wholly owned Subsidiary of Skeena formed pursuant to the Reorganization Plan (“Newco”) to deliver to the Purchasers a written agreement, in form and substance satisfactory to the Purchasers, acting reasonably, and enforceable by the Purchasers, that Newco shall be bound by the terms and conditions of this Agreement as the “Seller” and a “Project Entity”, and upon the Seller becoming a party to this Agreement, Skeena will cease to be the “Seller” under this Agreement and shall become party to the Guarantee and deliver a confirmation of the Security granted to the Purchasers in accordance with this Agreement following completion of the Reorganization Plan. The Reorganization Plan provided for in this Section 6.22 shall occur in a manner that does not adversely affect, in any material respect, the rights or obligations of the Purchasers hereunder or the tax treatment of the Purchasers in connection therewith, as determined by the Purchasers, acting reasonably. Skeena shall provide written notice to the Purchasers, including copies of any documents related to the Reorganization Plan at least 10 Business Days prior to effecting the Reorganization Plan for review and comment by the Purchasers.

Article 7
TRANSFERS OF INTERESTS

Prior to the Security Release Date, Skeena shall not, and shall not permit any Group Member to, Transfer a Production Interest relating to Minerals, or otherwise amend, modify or vary any existing Production Interest (including the Royalties) which would have the effect of increasing or accelerating any interest in the Minerals to the owner of such Production Interest.

Except as set out in Section 7.3 or 7.4 or with the prior written consent of the Purchasers’ Agent (at the direction of the Majority Purchasers), the Stream Parties shall not, and shall ensure that none of the Project Entities, give effect to, approve or enter into any agreement, arrangement or understanding that would cause or otherwise support, allow or permit to occur:

Section 7.2 shall not prohibit a Transfer or Change of Control of a Project Entity if:

Transfer of the Project Property

Change of Control

Inter-corporate Transfers

If a Project Entity intends to abandon, surrender, relinquish or let lapse any of the Project Real Property including by way of ceasing to maintain Project Authorizations or the validity of mineral claims, leases or exploration licenses (the “Abandonment Property”), the Seller shall (a) have determined, acting in a commercially reasonable manner, that it is not economical to mine minerals from the Abandonment Property, and (b) first give notice of such intention to the Purchasers’ Agent at least 30 days in advance of the proposed date of abandonment. If: (i) not later than 10 days before the proposed date of abandonment, the Seller receives from the Purchasers’ Agent written notice that one or more of the Purchasers desire the Seller to convey or cause the conveyance of the Abandonment Property to such Purchasers or an assignee, and (ii) the Abandonment Property is not subject to any restrictions that would restrict the transfer of such Abandonment Property to the Purchasers; then the Seller shall, without additional consideration, convey or cause the conveyance of the Abandonment Property to such Purchasers on an as is where is basis and at the sole cost, risk and expense of such Purchasers and shall thereafter have no further obligation to maintain the title to the Abandonment Property. If the Purchasers’ Agent does not give such notice to the Seller within the prescribed period of time, a Project Entity may abandon the Abandonment Property and shall thereafter have no further obligation to maintain the title to the Abandonment Property; provided, however, that if any Group Member reacquires a direct or indirect interest in any of the ground covered by the Abandonment Property at any time within seven years following abandonment, the production of gold from such property shall be subject to this Agreement. The Seller shall give written notice to the Purchasers’ Agent within ten days of any such reacquisition.

Article 8
SECURITY

As security for the due and punctual payment of all of the Stream Obligations, the Seller shall, and as security for the Guarantee by each of the Guarantors, the Seller shall cause each of the Guarantors to, on or prior to the Deposit Date for the Second Deposit, grant a continuing security interest and a first-ranking Encumbrance in favour of the Stream Collateral Agent over all of the Collateral (subject only to Permitted Encumbrances and the Intercreditor Agreement), and in furtherance thereof shall deliver or cause to be delivered to the Stream Collateral Agent, for the benefit of the Purchasers, in form and substance satisfactory to Purchasers’ counsel, acting reasonably:

The Seller shall cause each Person that becomes a Project Entity, after the date hereof (by way of Acquisition or otherwise) to promptly deliver to the Stream Collateral Agent (a) a Guarantee of the Stream Obligations, (b) security over the undertaking, property and assets of such Subsidiary substantially to the same effect as the Security provided for in Section 8.1, (c) a third party legal opinion from the Seller’s counsel concerning such Subsidiary, Guarantee and security, to all be delivered to the Purchasers’ Agent, the Purchasers and the Stream Collateral Agent contemporaneously with such Person first becoming a Project Entity, together with all share or membership certificates (to the extent shares can reasonably be certificated), share transfer forms, stock powers of attorney, consents, authorizations, registrations (or evidence of the filing of the same with the applicable authority for the purposes of registration) and supporting documentation (including updates to disclosure schedules hereto) in respect thereof as necessary in order to make valid and effective the aforementioned agreements and perfect the Encumbrances provided for therein.

The Seller shall, and the Seller shall cause each other Guarantor to, take or cause to be taken such action and execute and deliver or cause to be executed and delivered to the Stream Collateral Agent such agreements, documents and instruments as the Stream Collateral Agent shall reasonably request, and register, file or record the same (or a notice or financing statement in respect thereof) in all offices where such registration, filing or recording is, in the reasonable opinion of the Purchasers’ Agent, the Stream Collateral Agent or Purchasers’ counsel, necessary or advisable to constitute, perfect and maintain the Security Documents referred to in Section 8.1 or 8.2 as first-ranking Encumbrances of the Person granting such Encumbrances, subject only to the Permitted Encumbrances, in all jurisdictions reasonably required by the Purchasers’ Agent or the Stream Collateral Agent within a reasonable time after the request therefor by the Purchasers’ Agent or the Stream Collateral Agent, and in each case, in form and substance satisfactory to Purchasers’ counsel, acting reasonably. For the avoidance of doubt, Excluded Assets shall not form part of the Collateral at any time.

The Security shall be effective and the undertakings in this Agreement and the other Stream Documents with respect thereto shall be continuing, whether the monies hereby or thereby secured or any part thereof shall be advanced before or after or at the same time as the creation of any such Security or before or after or upon the date of execution of this Agreement. The Security shall not be affected by any payments under this Agreement or any of the other Stream Documents, but shall constitute continuing security to and in favour of the Stream Collateral Agent for the benefit of the Purchasers for the Stream Obligations from time to time.

The Security shall not merge in any other security. No judgment obtained by or on behalf of the Purchasers shall in any way affect any of the provisions of this Agreement, the other Stream Documents or the Security. For greater certainty, no judgment obtained by or on behalf of the Purchasers shall in any way affect the obligation of the Seller to deliver Refined Gold or to pay any amounts at the rates, times and in the manner provided in this Agreement.

If the Project Entity intends to stockpile, store, warehouse or otherwise place Minerals or other minerals forming part of the Collateral off the Project Real Property, before doing so, such entity shall obtain from the property owner, operator or both, as applicable, where such stockpiling, storage, warehousing or other placement occurs, to provide in favour of the Stream Collateral Agent a written acknowledgement in form and substance satisfactory to the Purchasers’ Agent, acting reasonably, which provides that the Project Entity’s and/or its Affiliates’, as applicable, rights to the Minerals or other minerals forming part of the Collateral shall be preserved and which acknowledges the Purchasers’ Encumbrances thereon and provides the Stream Collateral Agent with a right of access in the event of enforcement by the Stream Collateral Agent of the Security Documents.

If the Seller or another Project Entity enters into a Refinancing Facility prior to the Security Release Date, the Stream Collateral Agent will subordinate the Security, on terms and conditions satisfactory to the Purchasers’ Agent, acting reasonably to the security interests of the third party lenders under the Refinancing Facility, provided that such Refinancing Facility is subject to an intercreditor agreement on substantially similar terms and conditions as the Intercreditor Agreement and agree that in connection with the Seller or such other Project Entity entering into any Refinancing Facility the Purchasers’ Agent and the Stream Collateral Agent shall enter into such an intercreditor agreement with the lenders under such Refinancing Facility (or an agent on behalf of such lenders).

Article 9
REPRESENTATIONS AND WARRANTIES

The Seller, as to itself and as to each of its Subsidiaries and, where applicable, each Project Entity, acknowledging that the other Parties are entering into this Agreement in reliance thereon, hereby jointly and severally make, on and as of the date of this Agreement, the representations and warranties set forth in Schedule T to the other Parties.

Each Purchaser, acknowledging that the other Parties are entering into this Agreement in reliance thereon, makes, on and as of the date of this Agreement, the representations and warranties set forth in Schedule U to the other Parties.

The representations and warranties set forth in Schedule T and Schedule U shall survive the execution and delivery of this Agreement.

Where any representation or warranty contained in this Agreement is expressly qualified by reference to the “knowledge” of the Seller, it shall be deemed to refer to the actual knowledge of any officer, director or member of management of any Project Entity and all information which ought to have been known by any of them after conducting a reasonable inquiry into the matters in question, whether or not any such inquiry was actually made.

Article 10
SELLER EVENTS OF DEFAULT

Each of the following events or circumstances constitutes an event of default by the Seller (each, a “Seller Event of Default”):

In addition to the foregoing, until the Security Release Date, each of the following events or circumstances shall also constitute a Seller Event of Default:

and (2) terminate this Agreement upon receipt of payments in respect of such Losses.

Article 11
PURCHASER EVENTS OF DEFAULT

Each of the following events or circumstances constitutes an event of default by a Purchaser (each, a “Purchaser Event of Default”):

The Seller shall have no right to terminate this Agreement. However, if a Purchaser Event of Default has occurred and is continuing, the Seller shall be entitled to all other remedies available to it under this Agreement (including Sections 14.3 and 14.4) or at law or in equity, provided that the sole remedy for a failure to pay the Second Deposit, Third Deposit, Fourth Deposit or Fifth Deposit installments shall be an adjustment to the Stream Percentage as set forth in Section 3.1(c).

Article 12
Technical Committee

Article 13
THE PURCHASERS AND THE PURCHASERS’ AGENT

Subject to the terms and conditions of this Agreement, each Purchaser agrees to fund its respective Purchaser’s Share to the Seller. The obligations of each Purchaser under this Agreement are several and not joint or joint and several. No Purchaser shall be responsible for the obligations of any other Purchaser hereunder, nor shall any Purchaser be obligated to fund its portion of the Deposit unless it is satisfied, acting reasonably, that the other Purchasers will fund their respective portions of the Deposit. Neither the entering into of this Agreement nor the completion of any transactions contemplated herein shall constitute the Purchasers a partnership.

The rights and obligations of the Stream Collateral Agent shall be governed by the provisions of the Intercreditor Agreement. The exercise of the Purchasers’ Agent’s rights under the Intercreditor Agreement, including appointment of the Stream Collateral Agent, shall, subject to Section 13.1, be taken at the direction of the Majority Purchasers.

Notwithstanding Section 6.18, the Purchasers may share among themselves any information they may have from time to time concerning the Group Members whether or not such information is confidential; but shall have no obligation to do so, provided that any Confidential Information so shared will remain subject to the terms and conditions of Section 6.18. The Seller, on behalf of itself and each Group Member, authorizes the Purchasers to share among each other any information possessed by any of them regarding the Group Members, subject to the obligations of the Purchasers under Section 6.18.

The Purchasers may amend any provision in this Article 12 (other than to remove the provision in Section 13.5 requiring that Confidential Information remain subject to Section 6.18) without prior notice to or the consent of the Seller, and the Purchasers shall provide a copy of any such amendment to the Seller reasonably promptly thereafter; provided, however, that if any such amendment would adversely affect any rights, entitlements, obligations or liabilities of any of Group Member (other than in a de minimus manner), such amendment shall not be effective until the Seller provides its written consent thereto, such consent not to be unreasonably withheld or delayed.

Article 14
ADDITIONAL PAYMENT TERMS

All payments of funds due by one Party to another under this Agreement shall be made in U.S. dollars and shall be made by wire transfer in immediately available funds to the bank account or accounts designated by the receiving Party in writing from time to time.

Unless otherwise provided herein (including pursuant to Section 2.3(c)), any payment or delivery not made by a Party on or by any applicable payment or delivery date referred to in this Agreement shall incur interest from the due date until such payment or delivery is paid or made in full at a per annum rate equal to 10% from and after the due date, calculated, compounded and paid monthly in arrears.

Any dollar amount or Refined Gold owing by a Party to any other Party under this Agreement may be set off against any dollar amount or Refined Gold owed to such Party by the other Party. Subject to Section 2.6: (a) any amount of Refined Gold set off and withheld against any non-payment by a Party shall be valued at the Gold Market Price as of the day that such amount of Refined Gold became deliverable to such Party and shall result in a reduction in the amount of Refined Gold otherwise to be delivered by that number of ounces equal to the dollar amount set off divided by such Gold Market Price; and (b) any payment set off and withheld against any non-delivery of Refined Gold by a Party shall value the Refined Gold at the Gold Market Price as of the day that such payment became payable to such Party and shall result in a reduction in the amount of Refined Gold otherwise to be delivered by such Party by that number of ounces equal to the dollar amount set off divided by such Gold Market Price.

Article 15
GENERAL

Each Party shall execute all such further instruments and documents and do all such further actions as may be necessary to effectuate the documents and transactions contemplated in this Agreement, in each case at the cost and expense of the Party requesting such further instrument, document or action, unless expressly indicated otherwise.

Nothing herein shall be construed to create, expressly or by implication, a joint venture, mining partnership, commercial partnership, agency relationship, fiduciary relationship, or other partnership relationship between the Purchasers and any Group Member.

This Agreement shall be governed by and construed under the laws of the Province of Ontario and the federal laws of Canada applicable therein (without regard to its laws relating to any conflicts of laws), and each Party irrevocably attorns and submits to the non-exclusive jurisdiction of the courts of the Province of Ontario. The United Nations Vienna Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

Skeena Resources Limited

1133 Melville Street

Suite 2600, The Stack

Vancouver, BC V6E 4E5

Attention:     Andrew MacRitchie, CFO
Email:             [REDACTED – Personal Information.]

with a copy to (which shall not constitute notice):

Blake, Cassels & Graydon LLP

1133 Melville Street

Suite 3500, The Stack

Vancouver, BC V6E 4E5

Attention:     Michael Birch

Email:             [REDACTED – Personal Information.]

OMF Fund IV SPV H LLC

c/o Orion Resource Partners (USA) LP

7 Bryant Park, 25th Floor

1045 Avenue of the Americas

New York, NY 10018

Attention: General Counsel
Email: [REDACTED – Personal Information.]

with copies to (which shall not constitute notice):

Orion Resource Partners (USA) LP

7 Bryant Park, 25th Floor

1045 Avenue of the Americas

New York, NY 10018

Attention: General Counsel
Email: [REDACTED – Personal Information.]

and

Torys LLP
79 Wellington Street West, Suite 3000
Toronto, Ontario
M5K 1N2

Attention:     Michael Pickersgill
Email:          [REDACTED – Personal Information.]

or at such other address or email address as such Party from time to time directs in writing to the other Parties.

The Parties shall jointly plan and co-ordinate, and shall cause their respective Affiliates to jointly plan and coordinate, any public notices, press releases, and any other publicity concerning the entering into of this Agreement and none of the Parties or its Affiliates shall act in this regard without reasonable prior consultation with the other Parties, unless such disclosure is required to meet timely disclosure obligations of such Parties or their Affiliates under Applicable Laws in circumstances where prior consultation with the other Parties is not practicable, and a copy of such disclosure shall be provided to the other Parties at such time as it is made publicly available.

Except as otherwise provided herein, this Agreement may not be changed, amended or modified in any manner, except pursuant to an instrument in writing signed on behalf of each of the Parties.

Except as otherwise provided herein, this Agreement is for the sole benefit of the Parties and their successors and permitted assigns and nothing herein is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature or kind whatsoever under or by reason of this Agreement.

This Agreement, the other Stream Documents and the other Key Transaction Agreements together constitute the entire agreement between the Parties with respect to the subject matter hereof and cancel and supersede any prior understandings and agreements between the Parties with respect thereto. There are no representations, warranties, terms, conditions, opinions, advice, assertions of fact, matters, undertakings or collateral agreements, express, implied or statutory, with respect to the subject matter hereof and thereof by or between the Parties (or by any of their respective employees, directors, officers, representatives or agents) other than as expressly set forth in this Agreement, the other Stream Documents or the other Key Transaction Agreements.

Any waiver of, or consent to depart from, the requirements of any provision of this Agreement shall be effective only if it is in writing and signed by the Party giving it, and only in the specific instance and for the specific purpose for which it has been given. No failure on the part of any Party to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver of such right. No single or partial exercise of any such right shall preclude any other or further exercise of such right or the exercise of any other right.

If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respect, all other provisions of this Agreement shall nevertheless remain in full force and effect and the Parties shall negotiate in good faith to replace any provision that is invalid, illegal or unenforceable with such other valid provision that most closely replicates the economic effect and rights and benefits of such impugned provision.

This Agreement may be executed in one or more counterparts, and by the Parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopy or electronic scan shall be effective as delivery of a manually executed counterpart of this Agreement.

Without limiting any other term or provision of this Agreement, the Seller and the Guarantors hereby irrevocably waive the right to obtain any consequential, incidental, indirect, lost-profits, special, and/or punitive damages against the Purchasers in any legal action, whether in contract, tort, or otherwise. The Seller and the Guarantors further irrevocably waive the right to seek to “pierce the corporate veil” of the Purchasers by holding any direct or indirect Affiliate, officer, manager, member, direct, officer, partner, shareholder, employee, agent, or representative of the Lenders liable for any obligation of the Purchasers.

[Signature pages follow.]

IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year first written above.

[Purchase and Sale Agreement (Gold)]

 [Purchase and Sale Agreement (Gold)]

SCHEDULE A

ANNUAL FORECAST REPORT

“Annual Forecast Report” means a written report in relation to a Fiscal Year with respect to the Project, to be prepared by or on behalf of the Seller, including with reasonable details the following items:

SCHEDULE B

AREA OF INTEREST

SCHEDULE C

COMPLETION TEST

[REDACTED – Commercially Sensitive Information.]

SCHEDULE D

FORM OF COMPLETION CERTIFICATE

We, _____________________________________, the [Chief Executive Officer] of the Seller, and ____________________________________, the [Chief Financial Officer] of the Seller, hereby certify without personal liability on behalf of the Seller as follows:

Remainder of page intentionally left blank.

DATED the ______ day of ______________________, 20____.

SCHEDULE E

COPPER EXPLORATION CONCESSIONS

The Copper Exploration Concessions registered to Skeena Resources Limited are: Mineral Claims

SCHEDULE F

COST TO COMPLETE CERTIFICATE

Date:

I, [name], the [title] of [Seller] (the “Seller”), hereby certify that:

[- Signature Page Follows -]

DATED as of the first date written above.