Trilogy Metals Enters Into At-The-Market Equity Distribution Agreement

Rhea-AI Summary

Trilogy Metals (NYSE: TMQ) has established an At-The-Market (ATM) equity program through an agreement with BMO and Cantor Fitzgerald, allowing the company to raise up to US$25 million by issuing common shares. The shares will be sold at prevailing market prices through the TSX and NYSE American exchanges. The program will run until May 14, 2027 or until the full amount is raised. The proceeds will be used for developing the Upper Kobuk Mineral Projects and general corporate purposes. The offering is made under a prospectus supplement dated May 27, 2025, to the company's base shelf prospectus and U.S. shelf registration statement from April 14, 2025.

Positive

• Flexible funding mechanism allowing the company to raise up to US$25 million as needed
• Proceeds will support development of Upper Kobuk Mineral Projects
• No obligation to sell shares if market conditions are unfavorable

Negative

• Potential dilution for existing shareholders as new shares are issued
• Share sales at market price could put downward pressure on stock price

Insights

Capital Markets Specialist

Trilogy Metals' new $25M ATM offering provides needed project development funding but will likely dilute existing shareholders.

Trilogy Metals has established an at-the-market (ATM) equity program allowing it to issue up to $25 million in common shares over time at prevailing market prices. This financing mechanism gives the company significant flexibility to raise capital incrementally as needed rather than through a traditional one-time offering.

The structure of this ATM is particularly noteworthy for resource development companies. Unlike fixed-price offerings that often come at steep discounts, ATMs allow issuance at current market prices, potentially minimizing dilution if timed strategically. However, the overall impact will still be dilutive to existing shareholders as new shares enter the market.

The stated use of proceeds—development of the Upper Kobuk Mineral Projects and general corporate purposes—suggests Trilogy needs additional capital to advance its core assets. For pre-revenue mining companies like Trilogy, this type of financing is often necessary but indicates the company lacks sufficient cash reserves to fund operations and development internally.

The two-year term of this ATM (ending May 2027) provides Trilogy extended access to capital markets without needing to file new offering documents. The engagement of established financial institutions like BMO and Cantor Fitzgerald adds credibility to the offering but doesn't change its fundamentally dilutive nature.

For investors, this ATM creates a potential overhang on the stock as the market anticipates incremental share issuances. The timing and volume of actual share sales will significantly impact how the market receives this financing mechanism.

VANCOUVER, BC, May 27, 2025 /PRNewswire/ - Trilogy Metals Inc. (TSX: TMQ) (NYSE American: TMQ) ("Trilogy Metals", "Trilogy" or "the Company") has entered into an equity distribution agreement dated May 27, 2025 (the "Distribution Agreement") with BMO Nesbitt Burns Inc. and Cantor Fitzgerald Canada Corporation (the "Canadian Agents") and BMO Capital Markets Corp. and Cantor Fitzgerald & Co. (the "U.S. Agents" and together with the Canadian Agents, the "Agents") for an at-the-market equity program ("ATM Program").

The Distribution Agreement will allow the Company to distribute up to US$25 million (or the equivalent in Canadian dollars) of common shares of the Company (the "Offered Shares") under the ATM Program. The Offered Shares will be issued by the Company to the public from time to time, through the Agents, at the Company's discretion. The Offered Shares sold under the ATM Program, if any, will be sold at the prevailing market price at the time of sale. The net proceeds of any such sales under the ATM Program are anticipated to be used for continued development of the Upper Kobuk Mineral Projects and for general corporate purposes.

Under the Distribution Agreement, sales of Offered Shares will be made by the Agents through "at-the-market distributions" as defined in National Instrument 44-102 – Shelf Distributions and Rule 415 of the Securities Act of 1933, as amended, on the Toronto Stock Exchange (the "TSX"), NYSE American, LLC ("NYSE American") or any other trading market for the Offered Shares in Canada or the United States or as otherwise agreed between the Agents and the Company. The Company is not obligated to make any sales of Offered Shares under the Distribution Agreement. Unless earlier terminated by the Company or the Agents as permitted therein, the Distribution Agreement will terminate upon the earlier of (i) May 14, 2027 and (ii) the date that the aggregate gross sales proceeds of the Offered Shares sold under the ATM Program reaches the aggregate amount of US$25 million (or the equivalent in Canadian dollars).

The U.S. Agents are not registered as investment dealers in any Canadian jurisdiction and, accordingly, the U.S. Agents will only sell Offered Shares on marketplaces in the United States and are not permitted to and will not, directly or indirectly, advertise or solicit offers to purchase any Offered Shares in Canada. The Canadian Agent will only sell Offered Shares on marketplaces in Canada.

The ATM Program is being made pursuant to a prospectus supplement dated May 27, 2025 to the Company's short form base shelf prospectus dated April 14, 2025 and the Company's U.S. shelf registration statement on Form S-3 effective April 14, 2025. The prospectus supplement relating to the ATM Program has been filed with the securities commissions in each of the provinces and territories of Canada and with the United States Securities and Exchange Commission (the "SEC"), and are available on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov, respectively.

The prospectus supplement filed today adds to, updates or otherwise changes information contained in the accompanying prospectus contained in the Company's shelf registration statement on Form S-3 (File No. 333- 285072) which became effective on April 14, 2025. Prospective investors should read the prospectus in that registration statement and the prospectus supplement (including the documents incorporated by reference therein) for more complete information about the Company and the ATM Program, including the risks associated with investing in the Company. Copies of the prospectus supplement and related prospectus may be obtained from BMO Capital Markets Corp., Attention: Equity Syndicate Department, 151 W. 42^nd Street, 32^nd Floor, New York, New York 10036, by email at bmoprospectus@bmo.com; and from Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, 6^th floor, New York, New York 10022, by email at prospectus@cantor.com. You may also obtain these documents free of charge when they are available by visiting EDGAR on the SEC's website at www.sec.gov.

This news release shall not constitute an offer to sell or a solicitation of an offer to buy, nor will there be any sale of these securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Trilogy Metals

Trilogy Metals Inc. is a metal exploration and development company holding a 50 percent interest in Ambler Metals LLC, which has a 100 percent interest in the Upper Kobuk Mineral Projects in northwestern Alaska. On December 19, 2019, South32, a globally diversified mining and metals company, exercised its option to form a 50/50 joint venture with Trilogy. The UKMP is located within the Ambler Mining District which is one of the richest and most-prospective known copper-dominant districts in the world. It hosts world-class polymetallic volcanogenic massive sulphide ("VMS") deposits that contain copper, zinc, lead, gold and silver, and carbonate replacement deposits which have been found to host high-grade copper and cobalt mineralization. Exploration efforts have been focused on two deposits in the Ambler Mining District – the Arctic VMS deposit and the Bornite carbonate replacement deposit. Both deposits are located within a land package that spans approximately 190,929 hectares. Ambler Metals has an agreement with NANA Regional Corporation, Inc., an Alaska Native Corporation that provides a framework for the exploration and potential development of the Ambler Mining District in cooperation with local communities. Trilogy's vision is to develop the Ambler Mining District into a premier North American copper producer while protecting and respecting subsistence livelihoods.

Cautionary Note Regarding Forward-Looking Statements

This news release includes certain "forward-looking information" and "forward-looking statements" (collectively "forward-looking statements") within the meaning of applicable Canadian and United States securities legislation including the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included herein, including, without limitation, statements regarding the ATM Program and the use of proceeds of sales, if any, under the ATM Program are forward-looking statements. Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", and similar expressions, or statements that events, conditions, or results "will", "may", "could", or "should" occur or be achieved. Forward-looking statements involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include the uncertainties involving the outcome of pending litigation, success of exploration activities, permitting timelines, requirements for additional capital, government regulation of mining operations, environmental risks, prices for energy inputs, labour, materials, supplies and services, uncertainties involved in the interpretation of drilling results and geological tests, unexpected cost increases and other risks and uncertainties disclosed in the Company's Annual Report on Form 10-K for the year ended November 30, 2024 filed with Canadian securities regulatory authorities and with the United States Securities and Exchange Commission and in other Company reports and documents filed with applicable securities regulatory authorities from time to time. The Company's forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made. The Company assumes no obligation to update the forward-looking statements or beliefs, opinions, projections, or other factors, should they change, except as required by law.

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SOURCE Trilogy Metals Inc.

FAQ

What is the size of Trilogy Metals' (TMQ) ATM offering announced on May 27, 2025?

Trilogy Metals announced an ATM offering of up to US$25 million (or the equivalent in Canadian dollars) in common shares.

How long will Trilogy Metals' (TMQ) ATM program remain active?

The ATM program will terminate on May 14, 2027, or when the aggregate gross sales reach US$25 million, whichever comes first.

What will Trilogy Metals (TMQ) use the ATM proceeds for?

The proceeds will be used for the continued development of the Upper Kobuk Mineral Projects and general corporate purposes.

Who are the agents for Trilogy Metals' (TMQ) ATM program?

The agents are BMO Nesbitt Burns Inc. and Cantor Fitzgerald Canada Corporation for Canada, and BMO Capital Markets Corp. and Cantor Fitzgerald & Co. for the U.S.

At what price will Trilogy Metals (TMQ) sell shares under the ATM program?

The shares will be sold at the prevailing market price at the time of sale.