Skeena Resources Ltd

The Company’s compensation program is comprised of five (5) components:

Base Salary

In determining the annual base salary, the Board, with the assistance of the Compensation Committee, considered the following factors:

The annual base salaries for NEOs were as follows:

Incentive Bonus Payments

The incentive bonuses are payable in cash, and the amount payable is based on the Compensation Committee’s assessment of performance against pre-established objectives and targets in a balanced scorecard. While the objectives are largely tied to Company results, the specific metrics, scorecard weightings and performance expectations are tailored to each executive to ensure appropriate line-of-sight between the results achieved and the incentive bonus payout earned.

The table below summarizes the 2025 target incentive bonus opportunity as a percentage of base salary established by the Compensation Committee at the beginning of the year.

In respect of the 2025 financial year, the Board, with the recommendation of the Compensation Committee, awarded performance bonuses to the NEOs. The Board completed the final assessment of 2025 performance in February 2026.

Balanced scorecard criteria for the determination of the NEOs’ 2025 incentive bonus amounts fell into the following categories:

The following table shows the performance factors awarded against each of the 2025 performance measures, and indicates which measures were “Corporate” or company-wide, and which were team-specific.

Each NEO has a slightly different selection of the above factors with slightly different weighting placed on each factor. Taking this weighting into account, the overall performance results for each NEO is presented in the table below:

Equity Compensation

The Company had been providing employee equity incentives through its Stock Option Plan and Restricted Share Unit Plan, until Shareholders approved the unified Omnibus Plan in June 2023. The Omnibus Plan combined the two plans and streamlined them, while also providing more definitive terms governing performance-linked equity incentives. In 2025 and 2026, Options and Share Units have been granted only under the Omnibus Plan which was approved by shareholders in 2023. During this period, no Options or Share Units have been granted under the Stock Option Plan, RSU Plan nor under the revised Omnibus Plan which is subject to Shareholder approval.

Omnibus Equity Incentive Plan

Under the Omnibus Plan, Skeena is able to issue share-based incentives. All directors, officers, employees and independent contractors of Skeena and its affiliates (collectively, the “Service Providers”) are eligible to receive awards under the Omnibus Plan; however, only non-employee Board members are eligible to receive DSUs. The purpose of awards under the Omnibus Plan are to: (i) develop the interest of Service Providers in the growth and development of Skeena; (ii) attract and retain valuable Service Providers with a competitive compensation mechanism; and (iii) align the interests of Service Providers with those of Shareholders by devising a compensation mechanism which encourages the prudent maximization of distributions to Shareholders and long-term growth. The Omnibus Plan seeks to achieve these purposes by providing for awards in the form of Options, RSUs, PSUs, DSUs and dividend-equivalent rights. Service Providers that have been granted an award under the Omnibus Plan are considered participants (“Participants”).

The Omnibus Plan is a rolling plan, which reserves for issuance up to a maximum of 7.5%1 of the issued and outstanding Shares at any time, less any Shares currently reserved pursuant to grants under any other equity incentive plan of the Company, including the Company’s legacy Stock Option and RSU Plans. The Omnibus Plan is administered at the Board level. Subject to the provisions of the Omnibus plan, the Board in its sole discretion will determine all Options and Share Units to be granted pursuant to the Omnibus Plan, the exercise price therefore and any special terms or vesting provisions applicable thereto. The Board complies with all TSX and other applicable regulatory requirements in granting Options and Share Units and otherwise administering the Omnibus Plan. Further, Options and Share Units are not assignable.

The granting of Options and Share Units is intended to encourage the maximization of Shareholder value by better aligning the interests of the executive officers with the long-term interests of Shareholders while also building a sense of ownership and aiding in the retention of the Company’s employees.

The Omnibus Plan was prepared by the Company in accordance with the policies of the TSX and the NYSE.

The full text of the Omnibus Plan is included as Appendix “A” of this Circular. Capitalized terms not defined herein are as defined in the Omnibus Plan.

Financial Assistance

No financial assistance is available to plan Participants under the Omnibus Plan. The Company does not permit any loans to plan Participants for the purpose of exercising or settling equity awards.

1 The Omnibus Plan was updated in May of 2026 to reduce the maximum number of Shares reservable under the Plan from 10% to 7.5%.

Shares Available for Awards

The types of awards available under the Omnibus Plan include Options, RSUs, PSUs, DSUs and dividend-equivalent rights (collectively, “Awards”). The Omnibus Plan sets various limits on the number of shares that can be issued through the exercise or redemption of awards granted under the plan. This includes shares issuable through all other security-based compensation arrangements of the company, (collectively the “Comprehensive Award Number”). The total Comprehensive Award Number must not exceed 7.5% of the company’s issued and outstanding Shares at any given time. The total Comprehensive Award Number for Share Units only (i.e., excluding Options) must not exceed 5% of the outstanding Shares at any time. The total Comprehensive Award Number for any one Participant must not exceed 2.5% of the Shares issued at any time. The Comprehensive Award Number for all insiders shall not exceed 7.5% of the Shares issued at any time. The maximum number of Shares issued to insiders under all security based compensation arrangements of the Company in any one year period cannot exceed 10%. The total Comprehensive Award Number for all non-executive directors of the Company must not exceed in aggregate 1.2% of the Shares issued at any time. Each of the above-mentioned limits are subject to certain adjustments provided in the Omnibus Plan.

As of the Record Date, there were 124,001,699 Shares issued and outstanding, an aggregate of 5,903,264 Options outstanding and an aggregate of 2,441,153 Share Units outstanding. In total there were 8,344,417 (6.73% of issued and outstanding Shares) equity awards outstanding, leaving 955,710 (0.77% of issued and outstanding Shares) equity awards remaining available for issuance under the limits of updated Omnibus Plan.

The Omnibus Plan also contains an**“Independent Director Limit”** constraining the value of awards granted to any non-executive director within any one-year period. This limit impacts all Awards and all other security-based compensation arrangements of the Company and constrains them to not exceed a grant value of $100,000 of Options and $150,000 in total equity. Notwithstanding this Independent Director Limit, but subject to the other limitations set out in the Omnibus Plan, upon joining the board, an initial one-time award of Shares to a new director of the Company who is not an officer or employee of the Company, up to a maximum value of $100,000, shall be permissible and shall not be subject to the Independent Director Limit along with any awards made in lieu of cash fees as long as awards are made at an equivalent value to the cash fees for which the award is being exchanged. Disclosure and rationale related to the initial one-time award shall be clearly provided in the Company’s public disclosure documents for the year during which the award occurred.

Administration

The Omnibus Plan is administered by the Board, or an independent committee of the Board which shall, from time to time, at its sole and absolute discretion: (i) interpret and administer the Omnibus Plan and Award Agreements; (ii) establish, amend and rescind any rules and regulations relating to the Omnibus Plan and Award Agreements; and (iii) make any other determinations that the Board deems necessary or desirable for the administration of the Omnibus Plan and Award Agreements.

Award Types

The Board may grant Options to Service Providers under the Omnibus Plan. The purchase price per Share purchasable under an Option (the “Exercise Price”) will be determined by the Board and set out in the Award Agreement; provided, that the Exercise Price shall not be less than the trading price for such Shares at the time of the most recent close on the Toronto Stock Exchange at the time of grant of that Option.

The Board will determine the vesting conditions, the time or times at which an Option may be exercised (the “Exercise Period”) in whole or in part, the date of expiry of the Exercise Period (the “Expiry Date”) and the method or methods by which, and the form or forms in which payment of the Exercise Price with respect thereto may be made. The Expiry Date of any Option that is granted will not be more than five years after the date an Option is granted.

A Participant may provide a written notice to the Company to which the Participant agrees to transfer and dispose of a specified number of Options to the Company in exchange for a number of Shares having Fair Market Value equal to the intrinsic value of such Options disposed of and transferred to the Company (“Net Settlement”). The decision of whether or not to permit Net Settlement for any Option is in the sole discretion of the Company and will be made on a case by case basis. Upon the Net Settlement of Options, the Corporation shall deliver to the Participant, that number of fully paid and non-assessable Shares (“X”) equal to the number of Options disposed of to the Corporation (“Y”) multiplied by the quotient obtained by dividing the result of the Fair Market Value of one Share (“B”) less the Exercise Price per Share and, where applicable, the amount required to be withheld (together, “A”) by the Fair Market Value of one Share (“B”). Expressed as a formula, such number of Shares shall be computed as follows:

If the Expiry Date for an Option occurs during a Blackout Period applicable to the relevant Participant, or within 10 business days after the expiry of a Blackout Restriction Period applicable to the relevant Participant, then the Expiry Date for that Option shall be the date that is the 10th business day after the expiry date of the Blackout Restriction Period.

The Board may grant RSUs to Service Providers under the Omnibus Plan, each of which will consist of the right to receive, at the sole discretion of the Board, one Share or the Cash Equivalent as at the date of redemption, subject to the terms of any applicable Award Agreement, and which are subject to such restrictions as the Board may impose, which restrictions may lapse separately or in combination at any time or times, in such instalments or otherwise, as the Board may deem appropriate. The Board may impose any conditions or restrictions on the vesting or redemption of RSUs as it may deem appropriate.

At the time of grant of a RSU, the Board shall specify the year of service of the Participant in respect of which the RSU is granted (the**“RSU Service Year”**). No vesting condition for a RSU shall extend beyond December 15 of the third calendar year following the RSU Service Year in respect of which the RSUs were granted. Subject to the terms of the Omnibus Plan, after any RSUs become vested RSUs, on the date that is no less than three years following the end of the relevant RSU Service Year, or such other date determined by the Board, in its sole discretion, such vested RSUs shall be redeemed, at the sole discretion of the Board, for the Cash Equivalent, Shares issued from treasury or a combination of the Cash Equivalent and Shares from treasury.

If the RSU redemption date for a RSU occurs during a Blackout Restriction Period applicable to the relevant Participant, or within 10 business days after the expiry of a Blackout Restriction Period applicable to the relevant Participant, then the RSU Redemption Date for that RSU shall be the date that is the 10th business day after the expiry date of the Blackout Restriction Period.

The Board may grant to a Participant PSUs each of which will consist of the right to receive, at the sole discretion of the Board, one Share or the Cash Equivalent as at the date of redemption, subject to the terms of any applicable Award Agreement, and which are subject to such restrictions as the Board may impose, which restrictions may lapse separately or in combination at any time or times, in such instalments or otherwise, as the Board may deem appropriate. The Board may impose any conditions or restrictions on the vesting or redemption of PSUs as it may deem appropriate.

At the time of grant of a PSU, the Board shall specify the year of service of the Participant in respect of which the PSU is granted (the**“PSU Service Year”**). No vesting condition for a PSU shall extend beyond December 15 of the third calendar year following the PSU Service Year in respect of which the PSUs were granted. Subject to the terms of the Omnibus Plan, after any PSUs become vested PSUs, on the date which is no less than three years following the end of the relevant PSU Service Year, or such other date determined by the Board, in its sole discretion, such vested PSUs shall be redeemed, at the sole discretion of the Board, for the Cash Equivalent, Shares issued from treasury or a combination of the Cash Equivalent and Shares from treasury.

If the Performance Share Unit Redemption Date for a PSU occurs during a Blackout Restriction Period applicable to the relevant Participant, or within 10 business days after the expiry of a Blackout Restriction Period applicable to the relevant Participant, then the Performance Share Unit Redemption Date for that PSU shall be the earlier of the date that is the 10th business day after the expiry date of the Blackout Restriction Period and December 31 of the third year following the relevant PSU Service Year.

The Board may grant to non-employee members of the Board DSUs, which may have all of the rights and restrictions that may be applicable to PSUs or RSUs, except that the DSUs may not be redeemed until the Participant has ceased to hold all offices, employment and directorships with the Company and all affiliates of the Company and must be redeemed no later than December 31 of the year commencing immediately after the occurrence of the Triggering Event (as defined below).

No payment shall be made in respect of a DSU until after the earliest time of: (i) the Participant’s death; or (ii) the time as of which the Participant has ceased to be any and all of an employee, officer or director (as applicable) of the Company or any affiliate of the Company (each, a “Triggering Event”). After the occurrence of a Triggering Event in respect of a Participant, on December 15th of the calendar year commencing immediately after the date of the Triggering Event, or such other date determined by the Board, in its sole discretion (the “Deferred Share Unit Redemption Date”), the vested DSUs credited to the Participant’s Deferred Share Unit Account shall be redeemed, at the sole discretion of the Board, in cash, Shares issued from treasury or a combination of both cash and Shares from treasury.

The Board may grant eligible Service Providers the rights described below as Dividend Equivalent Rights. Unless otherwise determined by the Board in its sole discretion or as may otherwise be set out in the applicable Award Agreement, on the payment date for cash dividends paid on Shares (the**“Dividend Payment Date”**), each Participant’s Restricted Share Unit Account, Performance Share Unit Account and/or Deferred Share Unit Account, as applicable, shall be credited with additional RSUs, PSUs or DSUs, as applicable, in respect of RSUs, PSUs or DSUs, as applicable, credited to and outstanding in the Participant’s account as of the record date for payment of such dividends (the “Dividend Record Date”).

The number of such additional RSUs, PSUs or DSUs, as applicable, to be credited to the Participant’s account(s) will be calculated by dividing the total amount of the dividends that would have been paid to such Participant if the RSUs, PSUs or DSUs, as applicable, in the Participant’s account, as of the Dividend Record Date, were Shares, by the Fair Market Value of a Share on the Dividend Payment Date, with

the “Fair Market Value” being: (1) with respect to any property other than Shares, RSUs, PSUs or DSUs, the fair market value of that property determined by those methods or procedures as may be established from time to time by the Company, acting reasonably; and (2) with respect to any Shares, RSUs, PSUs or DSUs, the volume weighted average trading price for such Shares or the number of Shares underlying such RSUs, PSUs or DSUs, as applicable, on the Principal Market for the five days preceding the date of reference on which the Shares traded.

Cessation of Employment and Forfeitures

If, prior to the expiry of any Options, a Participant ceases to be a Service Provider by reason of death or long-term disability of such Participant, then: (a) all outstanding unvested Options granted to such Participant shall immediately and automatically terminate other than those Options which would have vested within the one-year period following the date of such termination if such termination had not occurred, which Options shall be deemed to be vested upon such termination; and (b) only such Participant or the person or persons to whom such Participant’s rights under the Options pass by such Participant’s will or applicable law shall have the right to exercise part or all of such Participant’s outstanding and vested Options at any time up to and including the earlier of: (i) the date which is one year following the date of death or long term disability; or (ii) the Expiry Date of such Options.

If, prior to the expiry of any Options, a Participant ceases to be a Service Provider for any other reason, then: (a) all outstanding unvested Options granted to such Participant shall immediately and automatically terminate; and (b) such Participant shall have the right to exercise part or all of his or her outstanding vested Options at any time up to and including the earlier of: (i) the date which is 90 days following the date of such termination, resignation or cessation of employment; and (ii) the Expiry Date of the vested Options.

If, prior to the Redemption Date of any PSUs or RSUs, a Participant ceases to be a Service Provider for any reason whatsoever, including termination of his employment by his employer for cause or voluntary resignation, but excluding the circumstances described below, all PSUs and RSUs of such Participant shall be immediately forfeited upon such event, all rights of the Participant under the Omnibus Plan shall terminate and no cash shall be payable at any time in lieu of such forfeited PSUs and RSUs.

If, prior to the Redemption Date of any PSUs or RSUs, a Participant ceases to be a Service Provider by reason of death, long term disability, retirement from active employment or for any other reason as may be specifically approved by the Board, the Omnibus Plan in all respects shall continue with respect to such Participant’s PSUs and RSUs and the Participant, or the person or persons to whom the PSUs and RSUs pass by the Participant’s will or applicable law shall be entitled to redeem and receive payment for such PSUs and RSUs that such Participant is entitled to on each applicable Redemption Date in accordance with the terms of the Omnibus Plan.

If, prior to the Redemption Date of any PSUs or RSUs, a Participant ceases to be a Service Provider by reason of termination of his employment without cause then the Participant shall be entitled to redeem and receive payment for each PSU and RSU that such Participant would have been entitled to in accordance with the terms of the Omnibus Plan if the applicable Redemption Date of the PSU or RSU falls within the notice period provided to the Participant by the Company on termination of his employment; however, if the applicable Redemption Date of the PSU or RSU falls outside the notice period, then the PSU or RSU shall be immediately forfeited. Further provided, however, that in the event that any PSUs or RSUs are subject to performance criteria, the Board shall consider the extent of satisfaction of such performance criteria in determining the number of RSUs or PSUs that shall vest.

Transferability

No Award, and no right under any such Award, may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant otherwise than by will, by the laws of descent or by the designation of a beneficiary by a Participant. Each Award, and each right under any Award, will be exercisable during the Participant’s lifetime only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative.

Capital Changes, Corporate Transactions and Change of Control

The Omnibus Plan contains provisions for the equitable treatment of Awards in relation to any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, share split, share dividend, reverse share split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the commons, or other similar corporate transactions or events that affect the Shares of the Company.

In the event of a Change in Control, the Board may provide that: (1) the successor Company or entity will assume each Award or replace it with a substitute Award on terms substantially similar to the existing Award; (2) the Awards may be surrendered for a cash payment made by the successor Company or entity equal to the Fair Market Value thereof; or (3) any combination of the foregoing.

Notably while the previous Stock Option and RSU Plans caused any unvested instruments to immediately vest on a change of control event, the Omnibus Plan does not. In order for vesting of instruments to be accelerated following a change of control, the Omnibus Plan contains a requirement that the relationship between the parties either a) be terminated without cause by the Company (or the continuing entity), or b)

be terminated for reasons that are similar to constructive dismissal by the plan-participant. This type of change of control provision in the Omnibus Plan is frequently described as a double-trigger change of control provision and is typically viewed more favourably than single-trigger change of control provisions.

Amendment and Termination of the Omnibus Plan

The Board may amend, alter, suspend, discontinue, or terminate the Omnibus Plan without the consent of any Shareholder, Participant, other holder or beneficiary of an Award, provided that any amendment, alteration, suspension, discontinuation, or termination that would impair the rights of any Participant or holder or beneficiary of any Award previously granted, will not to that extent be effective without the consent of the Participant or holder or beneficiary of an Award. However, without the approval of the Shareholders, no amendment, alteration, suspension, discontinuation, or termination will be made that would:

provided that Shareholder approval will not be required for any of the following types of amendments:

Previous Equity Compensation Plans

Stock Option Plan

The Stock Option Plan was designed to a) reward participants for increases in share price, reflecting a generation of value for Shareholders, and b) help establish alignment between pay and performance.

The Stock Option Plan was prepared by the Company in accordance with the policies of the TSX. The full text of the Stock Option Plan, as amended, was filed on June 1, 2021 on SEDAR+ at www.sedarplus.ca, and on EDGAR at www.sec.gov. The Stock Option Plan’s terms are substantially similar to the terms governing options granted under the Omnibus Plan, and its terms were summarized in the Circular in respect of the Annual General Meeting of Shareholders on June 17, 2024. Additional information regarding outstanding grants under the Stock Option Plan is available within this document under the heading “Securities Authorized for Issuance under Equity Compensation Plans.” No grants have been made under the Stock Option Plan since the Omnibus Plan was adopted by the Board on May 16, 2023.

Restricted Share Unit Plan (“RSU Plan”)

The RSU Plan was designed to a) add to the long-term incentive program to help attract, motivate and retain the plan participants, and b) advance the Company’s interests by providing recipients an opportunity to acquire an equity interest in the Company through the granting of restricted share awards under the RSU Plan, aligning interests of recipients with Shareholders over the medium and longer term. The full text of the RSU Plan was filed on June 1, 2021 on SEDAR+ at www.sedarplus.ca, and on EDGAR at www.sec.gov. The RSU Plan’s terms are substantially similar to the terms governing RSUs granted under the Omnibus Plan, and its terms were summarized in the Circular in respect of the Annual General Meeting of Shareholders on June 17, 2024. Additional information regarding outstanding grants under the Stock Option Plan is available within this document under the heading “Securities Authorized for Issuance under Equity Compensation Plans.” No grants have been made under the RSU Plan since the Omnibus Plan was adopted by the Board on May 16, 2023.

Equity Compensation Targets and Awards

Target long-term incentive plan (“LTIP”) opportunity levels for 2025 were as follows:

Annual Equity Compensation (LTIP) Awards in 2025

Annual LTIP equity compensation was awarded using a combination of RSUs and Options. The mix varied for each NEO based on the Company’s strategy for that NEO and the relative tax-efficiency of each type of award in the recipient’s hands. The following RSU awards were granted to NEOs as part of their 2025 target LTIP opportunity:

The following Option awards were granted to NEOs as part of their 2025 target LTIP opportunity:

Special Performance-Linked Equity Awards in 2025:

The following PSU awards were granted to NEOs in 2025 as part of a special performance-linked equity compensation grant:

NEO Stock Ownership Guidelines