VANCOUVER - Skeena Resources Limited (TSX: SKE) (NYSE: SKE) ('Skeena' or 'the Company') is pleased to announce that it has signed a binding agreement with QuestEx Gold & Copper Ltd. whereby Skeena will acquire all of the issued and outstanding shares of QuestEx, pursuant to a plan of arrangement for share and cash consideration.
The consideration will consist of C$0.65 cash and 0.0367 of a common share in the capital of Skeena (each whole share, a 'Skeena Share') for each one QuestEx common share (the 'Arrangement Consideration'), representing total consideration of approximately C$48.6 million, or approximately C$1.20 per QuestEx share based on Skeena's 5-day VWAP ending March 29, 2022, on the TSX.
Skeena has signed a concurrent binding agreement with Newmont Corporation (NEM),(NGT) ('Newmont') to vend certain QuestEx properties to Newmont via an asset purchase agreement (the 'Newmont Transaction') on completion of the QuestEx Transaction for approximately C$27 million. The cash proceeds from the Newmont Transaction are expected to be sufficient to cover the cash portion of the aggregate Arrangement Consideration payable by Skeena. The net Arrangement Consideration (after subtracting the QEX shares already owned by Skeena and Newmont) will be payable through the issuance of approximately C$15 million in Skeena Shares. Skeena will also assume QuestEx's outstanding options and warrants.
Benefits to Skeena
Expansive Land Package in BC's Prolific Golden Triangle: Following the closing of the QuestEx Transaction and the Newmont Transaction, Skeena's land package will increase nearly sevenfold, and the Company will (based on publicly available information) have one of the largest land positions held for mining in British Columbia's Golden Triangle, totalling 84,889 hectares.
Exploration Synergies and Potential: The proximity of QuestEx's KSP and Kingpin properties to Skeena's Eskay Creek and Snip projects provides opportunities for exploration synergies. The Company believes that the combined portfolio offers significant exploration potential.
Minimal Dilution to Skeena Shareholders: The combination of cash and shares minimizes dilution to Skeena shareholders to less than 2%, while the cash component is expected to be entirely offset by the proceeds of the Newmont Transaction.
Walter Coles, President & CEO of Skeena commented, 'We are excited to announce these transactions, which will add over 74,000 hectares to Skeena's land holdings and give us one of the largest land positions held for mining in the prolific Golden Triangle. The KSP and Kingpin properties are proximal to our Eskay Creek and Snip projects and appear to have the same geological hallmarks that have hosted other large gold systems in the area. Involving Newmont on these transactions has allowed Skeena to acquire these strategically important land packages while minimizing share dilution. We are excited to explore these new mineral claims as we continue to advance Eskay Creek.'
About Skeena
Skeena Resources Limited is a Canadian mining exploration and development company focused on revitalizing the past-producing Eskay Creek gold-silver mine located in Tahltan Territory in the Golden Triangle of northwest British Columbia, Canada. The Company released a Prefeasibility Study for Eskay Creek in July 2021 which highlights an open-pit average grade of 4.57 g/t AuEq, an after-tax NPV5% of C$1.4B, 56% IRR, and a 1.4-year payback at US$1,550/oz Au. Skeena is currently completing both infill and exploration drilling to advance Eskay Creek to a full Feasibility Study in 2022.
Contact:
Walter Coles Jr.
Tel: +1 604 684 8725
Email: info@skeenaresources.com
Web: www.skeenaresources.com
Cautionary note regarding forward-looking statements
Certain statements made and information contained herein may constitute 'forward looking information' and 'forward looking statements' within the meaning of applicable Canadian and United States securities legislation. These statements and information are based on facts currently available to the Company and there is no assurance that actual results will meet management's expectations. Forward-looking statements and information may be identified by such terms as 'anticipates', 'believes', 'targets', 'estimates', 'plans', 'expects', 'may', 'will', 'could' or 'would' and, in this press release, include, without limitation: statements regarding the QuestEx Transaction and Newmont Transaction, including the closing thereof and the timing and receipt of approvals and fulfillment of the conditions therefor, and the source of reimbursement for the cash portion of the Arrangement Consideration; the expected synergies arising from the QuestEx Transaction and the exploration potential and geological hallmarks of the QuestEx properties to be retained by Skeena. Forward-looking statements and information contained herein are based on certain factors and assumptions regarding, among other things, the closing of the QuestEx Transaction and the Newmont Transaction, including the receipt of approvals and fulfillment of the conditions therefor, that the purchase price pursuant to the Newmont Transaction will be sufficient to reimburse Skeena for the cash portion of the Arrangement Consideration, that the Company will recognize the expected synergies from its acquisition of QuestEx, that the Company will be able to realize the exploration potential of the QuestEx properties it intends to retain, the estimation of mineral resources and reserves, the realization of resource and reserve estimates, metal prices, taxation, the estimation, timing and amount of future exploration and development, capital and operating costs, the receipt of regulatory approvals, environmental risks, title disputes and other matters. Forward-looking statements are subject to known and unknown risks which may cause actual results to vary significantly from the results implied by forward-looking statements, including, that the Company may not close the QuestEx Transaction or the Newmont Transaction, on the timeline anticipated, or at all; that the purchase price payable pursuant to the Newmont Transaction may not be sufficient to fund the cash portion of the Arrangement Consideration, and the Company may be required to utilize funds from treasury to fund the outstanding cash required; that the Company may not be able to realize upon the expected synergies arising from the completion of the QuestEx Transaction, or the exploration potential of the QuestEx properties it intends to retain, and the other risks and uncertainties set out in the Company's most recent annual information form, which is available on the Company's SEDAR profile at www.sedar.com. Note that for acquisition accounting purposes, the shares issued to acquire QuestEx will be valued at the date of close. While the Company considers its assumptions to be reasonable as of the date hereof, forward-looking statements and information are not guarantees of future performance and readers should not place undue importance on such statements as actual events and results may differ materially from those described herein. The Company does not undertake to update any forward-looking statements or information except as may be required by applicable securities laws.
QUESTEX GOLD & COPPER LTD. 
