[10-Q] Trilogy Metals Inc. Quarterly Earnings Report

Rhea-AI Filing Summary

Trilogy Metals Inc. (TMQ) discloses several routine equity and operational items. The company reports 164,291,410 common shares issued (2024: 161,085,313) and states that upon exercise of all convertible securities it would issue an additional 17,054,734 common shares. Stock option exercises generated reclassifications to share capital, with an aggregate intrinsic value of exercised options for the nine months ending August 31, 2025 of $0.3 million (2024: $0).

The filing notes a four-year office lease expiring June 2028 with monthly payments of approximately CDN$9,500 and cash paid for base rent of about $36,000. The company has an at-the-market (ATM) equity program with anticipated issuance described but has not utilized the ATM as of August 31, 2025. The document also references equity-settled units, RSUs/DSUs arrangements (including 5,144 NovaGold DSUs convertible into a total of 859 Trilogy shares), and forward-looking statement language about Ambler Metals and the UKMP.

Positive

• Transparent equity disclosure including the aggregate number of shares issuable on conversion (17,054,734)
• ATM program in place (provides a means to raise capital even though it has not been used as of August 31, 2025)
• Modest option exercise activity generating limited dilution and only $0.3 million intrinsic value in the nine-month period

Negative

• Increase in outstanding common shares to 164,291,410 (from 161,085,313), which may indicate dilution compared with prior year
• Office lease has no extension option and expires June 2028, creating near-term occupancy planning requirements
• ATM program unused as of Aug 31, 2025, so no immediate capital benefit realized from that facility

Insights

Financial Analyst

TL;DR Routine equity activity and modest option exercises; no material operational or earnings disclosures in the excerpt.

The filing fragment shows incremental share issuance and convertible securities that could dilute existing shareholders by up to 17,054,734 shares if fully exercised. Option exercises produced only $0.3 million intrinsic value in the nine-month period, indicating limited immediate cash inflow from exercises. The unused ATM program provides a potential capital-raising tool, but no proceeds have been realized to date. Lease obligations appear modest given the stated monthly CDN$9,500 payment through June 2028.

Corporate Governance Expert

TL;DR Disclosures reflect standard equity compensation and related-party arrangements; no governance red flags are evident in the text provided.

The company reports equity-settled awards, RSU/DSU mechanics tied to NovaGold shares and routine reclassification of reserves to share capital on option exercise. The disclosure of potential share issuance and ATM availability is appropriate for transparency. Lease terms are disclosed plainly, including lack of extension option. The forward-looking statements section is standard cautionary language referencing Ambler Metals and UKMP plans.

0001543418false--11-302025Q3UnlimitedUnlimitedP2Y11M0001543418tmq:AmblerMetalsLlcMember2024-08-310001543418us-gaap:CommonStockMember2025-06-012025-08-310001543418us-gaap:CommonStockMember2025-03-012025-05-310001543418us-gaap:CommonStockMember2024-12-012025-02-280001543418us-gaap:CommonStockMember2024-06-012024-08-310001543418us-gaap:CommonStockMember2024-03-012024-05-310001543418us-gaap:RetainedEarningsMember2025-08-310001543418tmq:ContributedSurplusUnitsMember2025-08-310001543418tmq:ContributedSurplusStockbasedCompensationMember2025-08-310001543418tmq:ContributedSurplusMember2025-08-310001543418us-gaap:RetainedEarningsMember2025-05-310001543418tmq:ContributedSurplusUnitsMember2025-05-310001543418tmq:ContributedSurplusStockbasedCompensationMember2025-05-310001543418tmq:ContributedSurplusMember2025-05-3100015434182025-05-310001543418us-gaap:RetainedEarningsMember2025-02-280001543418tmq:ContributedSurplusUnitsMember2025-02-280001543418tmq:ContributedSurplusStockbasedCompensationMember2025-02-280001543418tmq:ContributedSurplusMember2025-02-2800015434182025-02-280001543418us-gaap:RetainedEarningsMember2024-11-300001543418tmq:ContributedSurplusUnitsMember2024-11-300001543418tmq:ContributedSurplusStockbasedCompensationMember2024-11-300001543418tmq:ContributedSurplusMember2024-11-300001543418us-gaap:RetainedEarningsMember2024-08-310001543418tmq:ContributedSurplusUnitsMember2024-08-310001543418tmq:ContributedSurplusStockbasedCompensationMember2024-08-310001543418tmq:ContributedSurplusMember2024-08-310001543418us-gaap:RetainedEarningsMember2024-05-310001543418tmq:ContributedSurplusUnitsMember2024-05-310001543418tmq:ContributedSurplusStockbasedCompensationMember2024-05-310001543418tmq:ContributedSurplusMember2024-05-3100015434182024-05-310001543418us-gaap:RetainedEarningsMember2024-02-290001543418tmq:ContributedSurplusUnitsMember2024-02-290001543418tmq:ContributedSurplusStockbasedCompensationMember2024-02-290001543418tmq:ContributedSurplusMember2024-02-2900015434182024-02-290001543418us-gaap:RetainedEarningsMember2023-11-300001543418tmq:ContributedSurplusUnitsMember2023-11-300001543418tmq:ContributedSurplusStockbasedCompensationMember2023-11-300001543418tmq:ContributedSurplusMember2023-11-300001543418us-gaap:CommonStockMember2025-05-310001543418us-gaap:CommonStockMember2025-02-280001543418us-gaap:CommonStockMember2024-08-310001543418us-gaap:CommonStockMember2024-05-310001543418us-gaap:CommonStockMember2024-02-290001543418us-gaap:CommonStockMember2023-11-300001543418us-gaap:EmployeeStockOptionMember2025-08-310001543418tmq:NonvestedOptionsMember2025-08-310001543418us-gaap:EmployeeStockOptionMember2024-11-300001543418us-gaap:EmployeeStockOptionMember2025-06-012025-08-310001543418us-gaap:EmployeeStockOptionMember2025-03-012025-05-310001543418us-gaap:EmployeeStockOptionMember2024-12-012025-08-310001543418tmq:RangeTwoMember2025-08-310001543418tmq:RangeThreeMember2025-08-310001543418tmq:RangeOneMember2025-08-310001543418us-gaap:RestrictedStockUnitsRSUMember2025-08-310001543418tmq:FixedDeferredShareUnitMember2025-08-310001543418tmq:DeferredShareUnitsMember2025-08-310001543418us-gaap:RestrictedStockUnitsRSUMember2024-11-300001543418tmq:DeferredShareUnitsMember2024-11-300001543418us-gaap:RestrictedStockUnitsRSUMember2024-12-012025-08-310001543418tmq:FixedDeferredShareUnitMember2024-12-012025-08-310001543418tmq:DeferredShareUnitsMember2024-12-012025-08-310001543418tmq:EmployeesConsultantsAndDirectorsMember2024-12-012025-02-280001543418tmq:EmployeesConsultantsAndDirectorsMember2023-12-012024-02-290001543418tmq:ContributedSurplusUnitsMember2025-06-012025-08-310001543418tmq:ContributedSurplusStockbasedCompensationMember2025-06-012025-08-310001543418tmq:ContributedSurplusUnitsMember2025-03-012025-05-310001543418tmq:ContributedSurplusStockbasedCompensationMember2025-03-012025-05-310001543418us-gaap:EmployeeStockOptionMembertmq:DirectorsEmployeesAndServicesProvidersMember2024-12-012025-08-310001543418tmq:EquitySettledAwardsMember2024-12-012025-08-310001543418tmq:ContributedSurplusUnitsMember2024-12-012025-02-280001543418tmq:ContributedSurplusStockbasedCompensationMember2024-12-012025-02-280001543418tmq:ContributedSurplusUnitsMember2024-06-012024-08-310001543418tmq:ContributedSurplusStockbasedCompensationMember2024-06-012024-08-310001543418tmq:ContributedSurplusUnitsMember2024-03-012024-05-310001543418tmq:ContributedSurplusStockbasedCompensationMember2024-03-012024-05-310001543418us-gaap:EmployeeStockOptionMembertmq:DirectorsEmployeesAndServicesProvidersMember2023-12-012024-08-310001543418tmq:EquitySettledAwardsMember2023-12-012024-08-310001543418tmq:ContributedSurplusUnitsMember2023-12-012024-02-290001543418tmq:ContributedSurplusStockbasedCompensationMember2023-12-012024-02-290001543418us-gaap:RetainedEarningsMember2025-06-012025-08-310001543418us-gaap:RetainedEarningsMember2025-03-012025-05-310001543418us-gaap:RetainedEarningsMember2024-12-012025-02-2800015434182024-12-012025-02-280001543418us-gaap:RetainedEarningsMember2024-06-012024-08-310001543418us-gaap:RetainedEarningsMember2024-03-012024-05-3100015434182024-03-012024-05-310001543418us-gaap:RetainedEarningsMember2023-12-012024-02-290001543418tmq:South32LimitedMember2020-02-1100015434182024-07-010001543418tmq:AmblerMetalsLlcMember2024-11-300001543418tmq:AmblerMetalsLlcMember2025-08-310001543418tmq:South32LimitedMembertmq:AmblerMetalsLlcMember2020-02-110001543418tmq:AmblerMetalsLlcMember2020-02-1100015434182023-12-012024-11-3000015434182024-08-3100015434182023-11-300001543418us-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember2025-08-3100015434182023-12-012024-02-290001543418us-gaap:CommonStockMember2023-12-012024-02-2900015434182025-04-140001543418tmq:RangeTwoMember2024-12-012025-08-310001543418tmq:RangeThreeMember2024-12-012025-08-310001543418tmq:RangeOneMember2024-12-012025-08-3100015434182024-06-012024-08-3100015434182024-07-012024-07-010001543418tmq:AmblerMetalsLlcMember2020-02-112020-02-110001543418us-gaap:CommonStockMember2024-12-012025-08-3100015434182023-12-012024-08-310001543418us-gaap:RelatedPartyMember2024-12-012025-08-310001543418us-gaap:RelatedPartyMember2023-12-012024-08-310001543418tmq:DeferredShareUnitsMemberus-gaap:ShareBasedPaymentArrangementNonemployeeMemberus-gaap:SubsequentEventMember2025-09-022025-09-0200015434182025-08-3100015434182024-11-3000015434182025-03-012025-05-310001543418us-gaap:CommonStockMember2025-08-310001543418us-gaap:CommonStockMember2024-11-300001543418tmq:AmblerMetalsLlcMember2024-12-012025-08-3100015434182025-06-012025-08-3100015434182025-10-0200015434182024-12-012025-08-31xbrli:sharesiso4217:USDtmq:Owneriso4217:CADiso4217:USDxbrli:sharesxbrli:pureiso4217:CADxbrli:shares

Table of contents

​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended August 31, 2025

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from to

Commission File Number: 1-35447

TRILOGY METALS INC.

(Exact Name of Registrant as Specified in Its Charter)

British Columbia	98-1006991
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
​	​
Suite 901, 510 Burrard Street Vancouver, British Columbia Canada	V6C 3A8
(Address of Principal Executive Offices)	(Zip Code)

(604) 638-8088

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares	TMQ	NYSE American Toronto Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ◻ Accelerated filer ◻ Non-accelerated filer ☒ Smaller reporting company☒ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of September 30, 2025, the registrant had 164,311,410 common shares, no par value, outstanding.

​

​

​

​

Table of contents

Trilogy Metals Inc.

Table of Contents

		Page
PART I - FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24
Item 4.	Controls and Procedures	24
PART II - OTHER INFORMATION		25
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	26

​

​

​

​

Table of contents

​

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Trilogy Metals Inc.

Condensed Interim Consolidated Balance Sheets

(unaudited)

​	​	​	​	​	​	​	​
​	​	​	in thousands of US dollars				​
​	​	​	August 31, 2025	​	​	November 30, 2024	​
​			$			$
Assets	​	​		​	​		​
Current assets	​	​		​	​		​
Cash and cash equivalents	​	​	23,372	​	​	25,834	​
Accounts receivable	​	​	17	​	​	16	​
Deposits and prepaid amounts	​	​	344	​	​	195	​
Total current assets	​	​	23,733	​	​	26,045	​
​	​	​	​	​	​	​	​
Investment in Ambler Metals LLC (note 3)	​	​	105,261	​	​	107,497	​
Right of use asset (note 5(a))	​	​	126	​	​	155	​
Total assets	​	​	129,120	​	​	133,697	​
​	​	​	​	​	​	​	​
Liabilities	​	​		​	​		​
Current liabilities	​	​		​	​		​
Accounts payable and accrued liabilities (note 4)	​	​	333	​	​	756	​
Current portion of lease liability (note 5b)	​	​	40	​	​	37	​
Total current liabilities	​	​	373	​	​	793	​
​	​	​	​	​	​	​	​
Long-term portion of lease liability (note 5(b))	​	​	82	​	​	110	​
Total liabilities	​	​	455	​	​	903	​
​	​	​	​	​	​	​	​
Shareholders' equity	​	​		​	​		​
Share capital (note 6) – unlimited common shares authorized, no par value issued – 164,291,410 (2024 – 161,085,313)	​	​	192,898	​	​	190,503	​
Contributed surplus	​	​	118	​	​	118	​
Contributed surplus – options (note 6(a))	​	​	29,712	​	​	28,801	​
Contributed surplus – units (note 6(b))	​	​	3,884	​	​	3,772	​
Deficit	​	​	(97,947)	​	​	(90,400)	​
Total shareholders' equity	​	​	128,665	​	​	132,794	​
Total liabilities and shareholders' equity	​	​	129,120	​	​	133,697	​

Subsequent Events (note 10)

(See accompanying notes to the condensed interim consolidated financial statements)

/s/ Tony Giardini, President, CEO and Director		/s/ Diana Walters, Director
Approved on behalf of the Board of Directors

​

​

​	​	​
​	Trilogy Metals Inc. For the Quarter Ended August 31, 2025	3

​

Table of contents

Trilogy Metals Inc.

Condensed Interim Consolidated Statements of Loss

and Comprehensive Loss

(unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

in thousands of US dollars, except share and per share amounts

​

​

​

​

​

For the three months ended

​

For the nine months ended

​

​

​

​

​

August 31, 2025

​

​

August 31, 2024

​

August 31, 2025

​

​

August 31, 2024

​

​

​

​

​

$

$

​

$

$

​

Expenses

​

​

​

​

​

​

​

​

​

Amortization

​

​

—

​

​

1

​

​

—

​

​

4

​

​

​

Exploration expenses

​

​

40

​

​

28

​

​

40

​

​

28

​

​

​

Foreign exchange (gain) loss

​

​

2

​

​

2

​

​

(9)

​

​

3

​

​

​

General and administrative

​

​

214

​

​

293

​

​

910

​

​

1,027

​

​

​

Investor relations

​

​

38

​

​

15

​

​

72

​

​

46

​

​

​

Professional fees

​

​

246

​

​

138

​

​

1,305

​

​

530

​

​

​

Salaries

​

​

251

​

​

158

​

​

774

​

​

527

​

​

​

Salaries and directors expense – stock-based compensation

​

​

374

​

​

506

​

​

2,971

​

​

3,014

​

​

​

Total expenses

​

​

1,165

​

1,141

​

​

6,063

​

5,179

​

​

​

Other items

​

​

​

​

​

​

​

​

​

Interest income and other income

​

​

(311)

​

​

(152)

​

​

(741)

​

​

(200)

​

​

​

Net services agreement income

​

​

2

​

​

(22)

​

​

(11)

​

​

(47)

​

​

​

Share of loss on equity investment (note 3(b))

​

​

891

​

​

624

​

​

2,236

​

​

2,019

​

​

​

Loss and comprehensive loss for the period

​

​

(1,747)

​

(1,591)

​

​

(7,547)

​

(6,951)

​

​

​

Basic loss per common share

​

​

(0.01)

​

​

(0.01)

​

​

(0.05)

​

​

(0.04)

​

​

​

Diluted loss per common share

​

​

(0.01)

​

​

(0.01)

​

​

(0.05)

​

​

(0.04)

​

​

​

Basic weighted average number of common shares outstanding

​

​

164,258,258

​

​

160,542,286

​

​

163,770,522

​

​

159,466,414

​

​

​

Diluted weighted average number of common shares outstanding

​

​

164,258,258

​

​

160,542,286

​

​

163,770,522

​

​

159,466,414

​

​

​

(See accompanying notes to the condensed interim consolidated financial statements)

​

​

​	​	​
​	Trilogy Metals Inc. For the Quarter Ended August 31, 2025	4

​

Table of contents

Trilogy Metals Inc.

Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity

(unaudited)

in thousands of US dollars, except share amounts

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Contributed

​

​

Contributed

​

​

​

​

Total

​

​

​

​

​

​

​

​

Contributed

​

​

surplus –

​

​

surplus –

​

​

​

​

​

shareholders’

​

​

Number of shares

​

​

Share capital

​

​

surplus

​

​

options

​

​

units

​

​

Deficit

​

​

equity

​

​

outstanding

$

$

$

$

$

$

Balance – November 30, 2023

​

155,925,990

​

​

187,886

​

​

118

​

​

28,237

​

​

3,127

​

​

(81,813)

​

​

137,555

​

Restricted Share Units

3,633,065

​

​

1,804

​

​

—

​

​

—

​

​

(1,804)

​

​

—

​

​

—

​

Joint venture contribution

​

143,507

​

​

112

​

​

—

​

​

—

​

​

—

​

​

—

​

​

112

​

Services settled by common shares

64,368

​

​

30

​

​

—

​

​

—

​

​

—

​

​

—

​

​

30

​

Stock-based compensation

​

—

​

​

—

​

​

—

​

​

318

​

​

1,681

​

​

—

​

​

1,999

​

Loss for the period

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

(3,601)

​

​

(3,601)

​

Balance – February 29, 2024

159,766,930

​

​

189,832

​

118

​

28,555

​

3,004

​

(85,414)

​

​

136,095

​

Restricted Share Units

​

353,347

​

​

155

​

​

—

​

​

—

​

​

(155)

​

​

—

​

​

—

​

Services settled by common shares

​

66,511

​

​

30

​

​

—

​

​

—

​

​

—

​

​

—

​

​

30

​

Stock-based compensation

​

—

​

​

—

​

​

—

​

​

92

​

​

417

​

​

—

​

​

509

​

Loss for the period

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

(1,759)

​

​

(1,759)

​

Balance – May 31, 2024

​

160,186,788

​

​

190,017

​

​

118

​

​

28,647

​

​

3,266

​

​

(87,173)

​

​

134,875

​

Restricted Share Units

​

326,020

​

​

153

​

​

—

​

​

—

​

​

(153)

​

​

—

​

​

—

​

Services settled by common shares

​

54,706

​

​

30

​

​

—

​

​

—

​

​

—

​

​

—

​

​

30

​

Stock-based compensation

​

—

​

​

—

​

​

—

​

​

94

​

​

415

​

​

—

​

​

509

​

Loss for the period

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

(1,591)

​

​

(1,591)

​

Balance – August 31, 2024

​

160,567,514

​

​

190,200

​

​

118

​

​

28,741

​

​

3,528

​

​

(88,764)

​

​

133,823

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance – November 30, 2024

​

161,085,313

​

​

190,503

​

​

118

​

​

28,801

​

​

3,772

​

​

(90,400)

​

​

132,794

​

Exercise of options

263,333

​

​

195

​

​

—

​

​

(64)

​

​

—

​

​

​

​

​

131

​

Restricted Share Units

2,647,945

​

​

1,863

​

​

—

​

​

—

​

​

(1,863)

​

​

—

​

​

—

​

Services settled by common shares

​

24,260

​

​

30

​

​

—

​

​

—

​

​

—

​

​

—

​

​

30

​

Stock-based compensation

—

​

​

—

​

​

—

​

​

738

​

​

1,520

​

​

—

​

​

2,258

​

Loss for the period

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

(3,623)

​

​

(3,623)

​

Balance – February 28, 2025

​

164,020,851

​

​

192,591

​

​

118

​

​

29,475

​

​

3,429

​

​

(94,023)

​

​

131,590

​

Exercise of options

​

86,667

​

​

110

​

​

—

​

​

(39)

​

​

—

​

​

—

​

​

71

​

Restricted Share Units

​

119,906

​

​

145

​

​

—

​

​

—

​

​

(145)

​

​

—

​

​

—

​

Services settled by common shares

​

13,986

​

​

20

​

​

—

​

​

—

​

​

—

​

​

—

​

​

20

​

Stock-based compensation

​

—

​

​

—

​

​

—

​

​

140

​

​

372

​

​

—

​

​

512

​

Loss for the period

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

(2,177)

​

​

(2,177)

​

Balance – May 31, 2025

164,241,410

​

​

192,866

​

118

​

29,576

​

3,656

​

(96,200)

​

​

130,016

​

Exercise of options

​

50,000

​

​

32

​

​

—

​

​

(10)

​

​

—

​

​

—

​

​

22

​

Stock-based compensation

​

—

​

​

—

​

​

—

​

​

146

​

​

228

​

​

—

​

​

374

​

Loss for the period

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

(1,747)

​

​

(1,747)

​

Balance – August 31, 2025

164,291,410

​

​

192,898

​

118

​

29,712

​

3,884

​

(97,947)

​

​

128,665

​

(See accompanying notes to the condensed interim consolidated financial statements)

​

​

​	​	​
​	Trilogy Metals Inc. For the Quarter Ended August 31, 2025	5

​

Table of contents

Trilogy Metals Inc.

Condensed Interim Consolidated Statements of Cash Flows

(unaudited)

​	​	​	​	​	​	​	​	​
​	​	​	in thousands of US dollars
​	​	​	For the nine months ended
​	​	​		August 31, 2025	​	​	August 31, 2024	​
​	​		​	$			$
Cash flows used in operating activities	​	​				​		​
Loss for the period	​	​	​	(7,547)		​	(6,951)	​
Adjustments to reconcile net loss to cash flows used in operating activities	​	​	​	​		​		​
Amortization	​	​	​	—		​	4	​
Consulting fees settled by common shares	​	​	​	30	​	​	90	​
Office lease accounting	​	​	​	2	​	​	76	​
Loss on equity investment in Ambler Metals LLC	​	​	​	2,236	​	​	2,019	​
Unrealized foreign exchange gain	​	​	​	(2)		​	—	​
Stock-based compensation	​	​	​	2,971		​	3,014	​
Net change in non-cash working capital	​	​	​	​		​	​	​
(Increase) Decrease in accounts receivable	​	​	​	(1)		​	25	​
Decrease in deposits and prepaid amounts	​	​	​	(149)		​	(93)	​
Increase in accounts payable and accrued liabilities	​	​	​	(230)		​	(38)	​
Total cash flows used in operating activities	​	​	​	(2,690)		​	(1,854)	​
Cash flows from financing activities	​	​	​			​		​
Proceeds from exercise of options	​	​	​	224	​	​	—	​
Total cash flows from financing activities	​	​	​	224		​	—	​
Cash flows from investing activities	​	​	​			​		​
Return of capital from Ambler Metals LLC	​	​	​	—		​	25,000	​
Total cash flows from investing activities	​	​	​	—		​	25,000	​
Change in cash	​	​	​	(2,466)		​	23,146	​
Effect of exchange rate on cash	​	​	​	4		​	2	​
Cash – beginning of the year	​	​	​	25,834		​	2,590	​
Cash – end of the period	​	​	​	23,372		​	25,738	​

(See accompanying notes to the condensed interim consolidated financial statements)

​

​

​

​	​	​
​	Trilogy Metals Inc. For the Quarter Ended August 31, 2025	6

​

Table of contents

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

​

1)    Nature of operations

Trilogy Metals Inc. (“Trilogy” or the “Company”) was incorporated in British Columbia, Canada under the Business Corporations Act (British Columbia) on April 27, 2011. The Company is engaged in the exploration and development of mineral properties, through its equity investee Ambler Metals LLC (see note 3), with a focus on the Upper Kobuk Mineral Projects (“UKMP”), including the Arctic and Bornite Projects located in Northwest Alaska in the United States of America (“US”). The Company also conducts early-stage exploration through a wholly owned subsidiary, 995 Exploration Inc.  

2)    Summary of significant accounting policies

Basis of presentation

These condensed interim consolidated financial statements have been prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) and include the accounts of Trilogy and its wholly owned subsidiaries, NovaCopper US Inc. (dba “Trilogy Metals US”) and 995 Exploration Inc. All intercompany transactions are eliminated on consolidation. For variable interest entities (“VIEs”) where Trilogy is not the primary beneficiary, we use the equity method of accounting.

All figures are in United States dollars unless otherwise noted. References to CDN$ refer to amounts in Canadian dollars.

These condensed interim consolidated financial statements include all adjustments necessary for the fair statement of the Company’s financial position as of August 31, 2025 and our results of operations and cash flows for the nine-month periods ended August 31, 2025 and August 31, 2024. The results of operations for the nine-month period ended August 31, 2025 are not necessarily indicative of the results to be expected for the fiscal year ending November 30, 2025.

As these condensed interim consolidated financial statements do not contain all of the disclosures required by U.S. GAAP for annual financial statements, these condensed interim consolidated financial statements should be read in conjunction with the annual financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended November 30, 2024, filed with the U.S. Securities and Exchange Commission (“SEC”) and Canadian securities regulatory authorities on February 14, 2025.

These condensed interim consolidated financial statements were approved by the Company’s Audit Committee on behalf of the Board of Directors for issue on September 30, 2025.

Use of estimates and measurement uncertainties

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions of future events that affect the reported amount of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of expenditures during the period. Significant estimates include the measurement of income taxes and the valuation of stock-based compensation. Actual results could differ materially from those reported.

Management assesses the possibility of impairment in the carrying value of its equity method investment in Ambler Metals LLC (“Ambler Metals”) whenever events or circumstances indicate that the carrying amount of the investment may not be recoverable.  Ambler Metals is a non-publicly traded equity investment owning exploration and development projects. Significant judgments are made in assessing the possibility of impairment. The Company assesses whether there has been a potential triggering event for other-than-temporary impairment by assessing the underlying assets of Ambler Metals for recoverability and assessing whether there has been a change in the development plan or strategy for the projects.  If the Company concludes there is sufficient evidence for an other-than-temporary impairment, an assessment of fair value is performed. If the underlying assets are not recoverable, the Company will record an impairment charge

​

​	​	​
​	Trilogy Metals Inc. For the Quarter Ended August 31, 2025	7

​

Table of contents

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

​

equal to the difference between the carrying amount of the equity investment and its fair value. This assessment is subjective and requires consideration at each period end.

​

New accounting pronouncements

Updates to Reportable Segment Disclosures

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”. AUS 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss and interim disclosures of a reportable segment’s profit or loss and assets.  The standard is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2025, and subsequent interim periods, with early adoption permitted. The Company is evaluating the impact of the guidance on the consolidated financial statements.

Updates to Income Tax Disclosure

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. ASU 2023-09 enhances the transparency and decision usefulness of income tax disclosures through changes to the rate reconciliation and income taxes paid information. The standard is effective beginning with the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2026, and subsequent interim periods, with early adoption permitted. The Company is evaluating the impact of the guidance on the consolidated financial statements.

​

3)    Investment in Ambler Metals LLC

(a) Formation of Ambler Metals LLC

On February 11, 2020, the Company completed the formation of a 50/50 joint venture named Ambler Metals LLC (“Ambler Metals”) with South32 Limited (“South32”). As part of the formation of the joint venture, Trilogy contributed all its assets associated with the UKMP, including the Arctic and Bornite Projects, while South32 contributed cash of $145.0 million, resulting in each party’s subsidiaries directly owning a 50% interest in Ambler Metals.

Ambler Metals is a company jointly controlled by Trilogy and South32 through a four-member board, of which two members are appointed by Trilogy based on its 50% equity interest. All significant decisions related to the UKMP require the approval of both companies. We determined that Ambler Metals is a VIE because it is expected to need additional funding from its owners for its significant activities. However, we concluded that we are not the primary beneficiary of Ambler Metals as the power to direct its activities, through its board, is shared under the Ambler Metals limited liability company agreement. As we have significant influence over Ambler Metals through our representation on its board, we use the equity method of accounting for our investment in Ambler Metals. Our maximum exposure to loss in this entity is limited to the carrying amount of our investment in Ambler Metals, which, as of August 31, 2025, totaled $105.3 million (2024 - $108.1 million).

​

​

​	​	​
​	Trilogy Metals Inc. For the Quarter Ended August 31, 2025	8

​

Table of contents

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

​

(b) Carrying value of equity method investment

Trilogy recognized, based on its 50% ownership interest in Ambler Metals, an equity loss of $2.2 million equivalent to its pro rata share of Ambler Metals’ comprehensive loss of $4.4 million for the nine-month period ending August 31, 2025. The carrying value of Trilogy’s 50% investment in Ambler Metals as at August 31, 2025 is summarized in the following table.

​

​	​	​	​
​	in thousands of dollars		​
​	​	$	​
November 30, 2024, Investment in Ambler Metals	​	107,497	​
Share of loss on equity investment for the nine-month period ending August 31, 2025	​	(2,236)	​
August 31, 2025, Investment in Ambler Metals	​	105,261	​

​

(c) The following table provides Ambler Metals’ balances on a 100% basis as at August 31, 2025.

​

​	​	​	​
​		in thousands of dollars
​	​	August 31, 2025	​
	​	$
Cash and cash equivalents	​	3,749	​
Mineral properties	​	30,899	​
Other assets	​	766	​
Total assets	​	35,414	​
​	​	​	​
Accounts payable and accrued liabilities	​	622	​
Other liabilities	​	63	​
Total liabilities	​	685	​
​	​	​	​
Members' equity (total assets less total liabilities)	​	34,729	​

​

Ambler Metals’ cash and cash equivalents are held at one bank. The majority of the cash and cash equivalents is uninsured as at August 31, 2025.

​

(d) The following table summarizes Ambler Metals’ loss for the nine-month period ended August 31, 2025.

​

​	​	​
in thousands of dollars		​
​	For the nine months ended	​
​	August 31, 2025	​
​	$	​
Corporate salaries and wages	209	​
General and administrative	379	​
Mineral property expense - exclude Ambler Access Project	2,126	​
Professional fees	1,124	​
​	3,838	​
Ambler Access Project	710	​
Depreciation	88	​
Foreign exchange (gain)/loss	1	​
Interest and other income	(166)	​
Comprehensive loss	4,471	​

​

​

​	​	​
​	Trilogy Metals Inc. For the Quarter Ended August 31, 2025	9

​

Table of contents

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

​

(e) Related party transactions

​

During the nine-month period ended August 31, 2025, the Company charged $102,250 (2024 - $47,000) to Ambler Metals related to administrative and accounting services in connection with a service agreement between the Company and Ambler Metals. In addition, the Company received payments of $58,080 (2024 - $64,000) related to expenses paid on behalf of Ambler Metals.

​

4)    Accounts payable and accrued liabilities

​

​	​	​	​	​	​	​
​	in thousands of dollars					​
​	​	August 31, 2025	​	​	November 30, 2024	​
​		$			$
Trade accounts payable	​	141	​	​	196	​
Accrued liabilities		112		​	62	​
Accrued salaries and vacation		80		​	498	​
Accounts payable and accrued liabilities		333		​	756	​

​

​

​

​

​

​

5)    Leases

(a) Right-of-use asset

​

​	​	​	​
​	​	in thousands of dollars	​
​		$
Balance as at November 30, 2024	​	155	​
Net amortization	​	(29)	​
Balance as at August 31, 2025	​	126	​

​

(b) Lease liabilities

The Company’s lease arrangement consists of an operating lease for the corporate office.  On July 1, 2024, the Company entered into a four-year lease for office space expiring in June 2028. The lease has no extension option.  The current monthly lease payment is approximately CDN$9,500 consisting of both base rent and variable operating costs.

Total lease expense recorded within general and administrative expenses was comprised of the following components:

​

​	​	​	​	​	​	​
​		in thousands of dollars				​
​	​	Nine months ended	​	​	Nine months ended	​
​	​	August 31, 2025	​	​	August 31, 2024	​
​	​	$			$
Operating lease costs	​	38	​	​	122	​
Variable lease costs	​	13	​	​	103	​
Total lease expense	​	51	​	​	225	​

​

Variable lease costs consist primarily of the Company’s portion of operating costs associated with the office space lease as the Company elected to apply the practical expedient not to separate lease and non-lease components.  For the nine-month period ended August 31, 2025, variable lease costs have been reduced by a refund received for adjusted operating costs.

​

​	​	​
​	Trilogy Metals Inc. For the Quarter Ended August 31, 2025	10

​

Table of contents

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

​

As at August 31, 2025, the weighted-average remaining lease term is 2.6 years and the weighted-average discount rate is 9%. Significant judgment was used in the determination of the incremental borrowing rate which included estimating the Company’s credit rating.

Supplemental cash flow information relating to our leases during the nine-month period ending August 31, 2025 is as follows:

● Cash paid for base rent included in the measurement of lease liabilities was approximately $36,000

​

Future minimum payments relating to the lease recognized in our balance sheet as of August 31, 2025 are as follows:

​

​	​	​	​
​		in thousands of dollars	​
​	​	August 31, 2025
Fiscal year	​	$
2025		12	​
2026		50	​
2027		51	​
2028		25	​
2029		—	​
Total undiscounted lease payments		138	​
Effect of discounting		(16)	​
Present value of lease payments recognized as lease liability		122	​
Less: current portion of lease liability	​	(40)	​
Long-term portion of lease liability	​	82	​

​

​

​

​

6)    Share capital

Authorized:

unlimited common shares, no par value

​

​	​	​	​	​	​	​
​	​	in thousands of dollars, except share amounts				​
​		Number of shares			$
November 30, 2024		161,085,313	​	​	190,503	​
Exercise of options	​	400,000	​	​	337	​
Shares issued from Restricted Share Units	​	2,767,851	​	​	2,008	​
Services settled by common shares	​	38,246	​	​	50	​
August 31, 2025, issued and outstanding	​	164,291,410	​	​	192,898	​

​

The Company filed a final short form base shelf prospectus with the securities commissions in each of the provinces and territories of Canada (the “Canadian Base Shelf Prospectus”), and a corresponding shelf registration statement on Form S-3 (the “Registration Statement”, and together with the Canadian Base Shelf Prospectus, the “Base Shelf Prospectus”) with the United States Securities and Exchange Commission (“SEC”) allowing for the future issuance, from time to time, of up to $50 million in common shares of the Company (the “Common Shares”), warrants to purchase Common Shares, share purchase contracts of the Company, subscription receipts and units comprised of some or all of the foregoing securities (collectively, the “Securities”). Any amounts, prices and terms will be determined based on market conditions

​

​	​	​
​	Trilogy Metals Inc. For the Quarter Ended August 31, 2025	11

​

Table of contents

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

​

at the time of an offering and will be set out in an accompanying prospectus supplement. The final Base Shelf Prospectus became effective on April 14, 2025. The Canadian Base Shelf Prospectus will remain effective for 25 months, while the Registration Statement will remain effective for three years.

On May 27, 2025, the Company entered into an equity distribution agreement (the “Distribution Agreement”) with BMO Nesbitt Burns Inc., Cantor Fitzgerald Canada Corporation (the “Canadian Agents”), 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”) to distribute up to $25 million of Common Shares of the Company. As of August 31, 2025, the Company has not utilized the ATM Program.

(a) Stock options

During the three-month period ended February 28, 2025, the Company granted 2,125,000 stock options (2024 - 2,775,000 stock options) at an exercise price of CDN$1.52 (2024 - CDN$0.59) to employees, consultants and directors exercisable for a period of five years with various vesting terms from immediate vesting to vesting over a two-year period. The fair value attributable to each of these option grants was $0.59 (2024 - $0.20). No grants were made during the  fiscal quarter ended May 31, 2025 and August 31, 2025.

For the nine-month period ended August 31, 2025, Trilogy recognized a stock-based compensation charge of $1.0 million (2024 - $0.5 million) for stock options granted to directors, employees and service providers, net of estimated forfeitures.

The fair value of the stock options recognized in the period has been estimated using the Black-Scholes option pricing model.

Assumptions used in the pricing model for stock options granted in the nine-month period ended August 31, 2025 are as provided below.

​

​	​	​
​		August 31, 2025
Risk-free interest rates		2.85%
Exercise price		CDN$1.52
Expected life		3 years
Expected volatility		89.3%
Expected dividends		Nil

​

As at August 31, 2025, there were 1,925,004 non-vested stock options outstanding with a weighted average exercise price of CDN$1.12. The unvested stock option expense not yet recognized was $0.3 million. This expense is expected to be recognized over the next sixteen months.

​

​	​	​
​	Trilogy Metals Inc. For the Quarter Ended August 31, 2025	12

​

Table of contents

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

​

A summary of the Company’s stock options outstanding and changes during the nine-month period ended August 31, 2025 is as follows:

​

​	​	​	​	​	​	​
​	​	​	​	​	August 31, 2025	​
​	​	​	​	​	Weighted average	​
​	​	​	​	​	exercise price	​
​		Number of options			CDN$
Balance – beginning of the year		13,630,234	​	​	1.77	​
Granted		2,125,000	​	​	1.52	​
Exercised		(400,000)	​	​	0.79	​
Expired		(3,640,000)	​	​	2.75	​
Balance – end of the period		11,715,234	​	​	1.45	​

​

During the nine-month period ended August 31, 2025, the Company issued 400,000 common shares (2024 – nil) of the Company on the exercise of stock options with a weighted average price of CDN$0.79 per share. The Company also reclassified $0.1 million from reserves to share capital on exercise of these stock options.

The following table summarizes information about the stock options outstanding at August 31, 2025.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Outstanding

​

​

Exercisable

​

​

Unvested

​

​

​

​

​

​

​

​

Weighted

​

​

​

​

​

Weighted

​

​

​

​

​

Number of

​

​

Weighted

​

​

average

​

​

Number of

​

​

average

​

​

Number of

​

​

outstanding

​

​

average years

​

​

exercise price

​

​

exercisable

​

​

exercise price

​

​

unvested

​

Range of exercise price - CDN

options

to expiry

CDN$

options

CDN$

options

​

$0.59 to $1.00

5,463,334

​

​

2.74

​

​

0.69

​

​

4,638,331

​

​

0.71

​

​

825,003

​

$1.01 to $2.00

2,080,000

​

​

4.27

​

​

1.52

​

​

979,999

​

​

1.52

​

​

1,100,001

​

$2.01 to $3.00

​

4,171,900

​

​

0.61

​

​

2.42

​

​

4,171,900

​

​

2.42

​

​

—

​

​

​

11,715,234

​

​

2.25

​

​

1.45

​

​

9,790,230

​

​

1.52

​

​

1,925,004

​

​

The aggregate intrinsic value of vested stock options (the market value less the exercise price) at August 31, 2025 was $6.1 million (2024 - $Nil) and the aggregate intrinsic value of exercised stock options for the nine-month period ending August 31, 2025 was $0.3 million (2024 - $Nil).

(b) Restricted Share Units and Deferred Share Units

The Company has a Restricted Share Unit Plan (“RSU Plan”) to provide long-term incentives to employees and consultants, a Non-Executive Director Deferred Share Unit Plan (“DSU Plan”), and a Non-Executive Directors Fixed Deferred Share Unit Plan (“Fixed DSU Plan”) to offset cash payments for fees to directors. Awards under the RSU Plan, DSU Plan and Fixed DSU Plan will be settled in common shares of the Company with each restricted share unit (“RSU”) and deferred share unit (“DSU”) entitling the holder to receive one common share of the Company. All units are accounted for as equity-settled awards.

​

​	​	​
​	Trilogy Metals Inc. For the Quarter Ended August 31, 2025	13

​

Table of contents

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

​

A summary of the Company’s unit plans and changes during the nine-month period ending August 31, 2025 is as follows:

​

​	​	​	​	​	​	​	​	​	​
​		Number of RSUs			Number of DSUs			Number of Fixed DSUs
Balance – beginning of the year	​	2,793,339	​		3,133,412	​	​	—	​
Granted		1,811,096	​	​	72,943	​	​	304,605	​
Settled in common shares		(2,806,097)	​	​	—	​	​	—	​
Balance – end of the period		1,798,338	​		3,206,355	​	​	304,605	​

​

For the nine-month period ending August 31, 2025, Trilogy recognized a combined RSU and DSU stock-based compensation charge of $2.0 million (2024 - $2.5 million), net of estimated forfeitures.

7)    Fair value accounting

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the significance of the inputs used in making the measurement. The three levels of the fair value hierarchy are as follows:

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 – Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, deposits, and accounts payable and accrued liabilities. The fair value of the Company’s financial instruments approximates their carrying value due to the short-term nature of their maturity. The Company’s financial instruments initially measured at fair value and  then held at amortized cost include cash and cash equivalents, accounts receivable, deposits, and accounts payable and accrued liabilities. The majority of the Company’s cash and cash equivalents is held with a single Canadian Financial Institution and is uninsured as at August 31, 2025.

The carrying amount of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accrued expenses and accounts payable approximate fair value due to the short-term nature of these instruments.

​

​	​	​
​	Trilogy Metals Inc. For the Quarter Ended August 31, 2025	14

​

Table of contents

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

​

8) Commitment

The Company has commitments with respect to an office lease requiring future minimum lease payments as summarized in note 5(b) above.

​

9) Supplemental cash flow information

​

​	​	​	​	​	​	​
​	​	in thousands of dollars
​		Nine months ended	​	​	Nine months ended
​	​	August 31, 2025	​	​	August 31, 2024
​	​	$	​	​	$
Interest received	​	741	​	​	200	​

​

​

​

10) Subsequent events

On September 2, 2025, pursuant to previous elections, the Board of Directors were granted 49,343 DSUs in settlement of approximately $82,000 of director fees.

​

​

​

​

​

​	​	​
​	Trilogy Metals Inc. For the Quarter Ended August 31, 2025	15

​

Table of contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Trilogy Metals Inc.

Management’s Discussion & Analysis

For the Quarter Ended August 31, 2025

(expressed in US dollars)

Cautionary notes

Forward-looking statements

This Management’s Discussion and Analysis (“MD&A”) contains “forward-looking information” and “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable securities laws. These forward-looking statements may include statements regarding the Company’s work programs and budgets; the aggregate value of common shares that may be issued pursuant to the at-the-market equity offering program and the anticipated use of net proceeds; perceived merit of properties, exploration results and budgets, the Company and Ambler Metals’ funding requirements, mineral reserves and resource estimates, work programs, capital expenditures, operating costs, cash flow estimates, production estimates and similar statements relating to the economic viability of a project, timelines, strategic plans, statements regarding Ambler Metals’ plans and expectations relating to its Upper Kobuk Mineral Projects (the “UKMP”, as defined below), sufficiency of the Ambler Metals’ cash to fund the UKMP, market prices for precious and base metals, statements regarding the Ambler Access Project (also known as the Ambler Mining District Industrial Access Project, “AMDIAP”), or other statements that are not statements of fact. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Statements concerning mineral resource estimates may also be deemed to constitute “forward-looking statements” to the extent that they involve estimates of the mineralization that will be encountered if the property is developed.

​

Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as “expects”, “is expected”, “anticipates”, “believes”, “plans”, “projects”, “estimates”, “assumes”, “intends”, “strategy”, “goals”, “objectives”, “potential”, “possible” or variations thereof or stating that certain actions, events, conditions or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements.

Forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made, as well as on a number of material assumptions, which could prove to be significantly incorrect, including about:

● our ability to achieve production at the UKMP;

● the accuracy of our mineral resource and reserve estimates;

● the results, costs and timing of future exploration drilling and engineering;

● timing and receipt of approvals, consents and permits under applicable legislation;

● the adequacy of our financial resources;

● the receipt of third party contractual, regulatory and governmental approvals for the exploration, development, construction and production of our properties and any litigation or challenges to such approvals;

​

​	​	​
​	Trilogy Metals Inc. For the Quarter Ended August 31, 2025	16

​

Table of contents

● our expected ability to develop adequate infrastructure and that the cost of doing so will be reasonable;

● continued good relationships with South32, our joint venture partner, as well as local communities and other stakeholders;

● there being no significant disruptions affecting operations, whether relating to labor, supply, power damage to equipment or other matters;

● expected trends and specific assumptions regarding metal prices and currency exchange rates; and

● prices for and availability of fuel, electricity, parts and equipment and other key supplies remaining consistent with current levels.

We have also assumed that no significant events will occur outside of our normal course of business. Although we have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. We believe that the assumptions inherent in the forward-looking statements are reasonable as of the date of this MD&A. However, forward-looking statements are not guarantees of future performance and, accordingly, undue reliance should not be put on such statements due to the inherent uncertainty therein.

Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation:

● risks related to inability to define proven and probable reserves;

● risks related to our ability to finance the development of our mineral properties through external financing, strategic alliances, the sale of property interests or otherwise;

● uncertainty as to whether there will ever be production at the Company’s mineral exploration and development properties;

● risks related to our ability to commence production and generate material revenues or obtain adequate financing for our planned exploration and development activities;

● risks related to lack of infrastructure including but not limited to the risk whether or not the Ambler Mining District Industrial Access Project, or AMDIAP, will receive the requisite permits and, if it does, whether the Alaska Industrial Development and Export Authority will build the AMDIAP;

● risks related to inclement weather which may delay or hinder exploration activities at our mineral properties;

● risks related to our dependence on a third party for the development of our projects;

● none of the Company’s mineral properties are in production or are under development;

● commodity price fluctuations;

● uncertainty related to title to our mineral properties;

● our history of losses and expectation of future losses;

● risks related to increases in demand for equipment, skilled labor and services needed for exploration and development of mineral properties, and related cost increases;

​

​	​	​
​	Trilogy Metals Inc. For the Quarter Ended August 31, 2025	17

​

Table of contents

● uncertainties relating to the assumptions underlying our resource estimates, such as metal pricing, metallurgy, mineability, marketability and operating and capital costs;

● uncertainty related to inferred, indicated and measured mineral resources;

● mining and development risks, including risks related to infrastructure, accidents, equipment breakdowns, labor disputes or other unanticipated difficulties with or interruptions in development, construction or production;

● uncertainty related to successfully acquiring commercially mineable mineral rights;

● risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of our mineral deposits;

● risks related to governmental regulation and permits, including environmental regulation, including the risk that more stringent requirements or standards may be adopted or applied due to circumstances unrelated to the Company and outside of our control;

● the risk that permits and governmental approvals necessary to develop and operate mines at our mineral properties will not be available on a timely basis or at all;

● risks related to the need for reclamation activities on our properties and uncertainty of cost estimates related thereto;

● risks related to the acquisition and integration of operations or projects;

● risks related to industry competition in the acquisition of exploration properties and the recruitment and retention of qualified personnel;

● our need to attract and retain qualified management and technical personnel;

● risks related to conflicts of interests of some of our directors and officers;

● risks related to potential future litigation;

● risks related to market events and general economic conditions;

● risks related to future sales or issuances of equity securities decreasing the value of existing Trilogy common shares, diluting voting power and reducing future earnings per share;

● risks related to the voting power of our major shareholders and the impact that a sale by such shareholders may have on our share price;

● uncertainty as to the volatility in the price of the Company’s common shares;

● the Company’s expectation of not paying cash dividends;

● adverse federal income tax consequences for U.S. shareholders should the Company be a passive foreign investment company;

● risks related to global climate change;

● risks related to adverse publicity from non-governmental organizations;

​

​	​	​
​	Trilogy Metals Inc. For the Quarter Ended August 31, 2025	18

​

Table of contents

● changes in U.S. laws and policies regulating international trade, including currently imposed and any future potential tariffs;

● uncertainty as to our ability to maintain the adequacy of internal control over financial reporting as per the requirements of Section 404 of the Sarbanes-Oxley Act;

● increased regulatory compliance costs, associated with rules and regulations promulgated by the United States Securities and Exchange Commission, Canadian Securities Administrators, the NYSE American Stock Exchange (“NYSE American”), the Toronto Stock Exchange (“TSX”), and the Financial Accounting Standards Boards(“FASB”), and more specifically, our efforts to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act;

● the need for future financing;

● risks related to the sales by existing shareholders;

● risks related to the possible utilization of the ATM Program;

● loss of the entire investment;

● risks related to the Company’s use of proceeds from the sale of its securities;

● risks associated with negative operating cash flow;

● the uncertainty of maintaining a liquid trading market for the common shares; and

● the absence of a public market for certain of the securities.

This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those referred to in Trilogy’s Form 10-K for the fiscal year ended November 30, 2024, filed with the Canadian securities regulatory authorities and the SEC on February 14, 2025, and other information released by Trilogy and filed with the appropriate regulatory agencies.

The Company’s forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made, and the Company does not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change, except as required by law. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

General

This MD&A of Trilogy Metals Inc. (“Trilogy”, “Trilogy Metals”, “the Company” or “we”) is dated September 30, 2025 and provides an analysis of our unaudited condensed interim consolidated financial results for the quarter ended August 31, 2025 compared to the quarter ended August 31, 2024.

The following information should be read in conjunction with our August 31, 2025 unaudited condensed interim consolidated financial statements and related notes which were prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). The MD&A should also be read in conjunction with our audited consolidated financial statements and related notes for the year ended November 30, 2024. A summary of the U.S. GAAP accounting policies is outlined in note 2 of the audited consolidated financial statements. All amounts are in United

​

​	​	​
​	Trilogy Metals Inc. For the Quarter Ended August 31, 2025	19

​

Table of contents

States dollars unless otherwise stated. References to “Canadian dollars” and “CDN$” are to the currency of Canada and references to “U.S. dollars”, “$” or “US$” are to the currency of the United States.

Richard Gosse, P.Geo., Vice President, Exploration of the Company, is a Qualified Person under National Instrument 43-101 - Standards of Disclosure for Mineral Projects and S-K 1300, and has approved the scientific and technical information in this MD&A.

Trilogy’s shares are listed on the TSX and the NYSE American under the symbol “TMQ”. Additional information related to Trilogy, including our annual report on Form 10-K for the fiscal year ended November 30, 2024, is available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

Description of business

We are a base metals exploration company focused on the exploration and development of mineral properties, through our equity investee, in the Ambler mining district located in Alaska, U.S.A. We conduct our operations through a wholly owned subsidiary, NovaCopper US Inc., which is doing business as Trilogy Metals US (“Trilogy Metals US”). The UKMP were contributed into a 50/50 joint venture named Ambler Metals LLC (“Ambler Metals”) between Trilogy and South32 Limited (“South32”) on February 11, 2020 (see below). The projects contributed to Ambler Metals consist of: i) the Ambler lands which host the Arctic copper-zinc-lead-gold-silver project (the “Arctic Project”); and ii) the Bornite lands being explored under a collaborative long-term agreement with NANA Regional Corporation, Inc., a regional Alaska Native Corporation, which hosts the Bornite carbonate-hosted copper project (the “Bornite Project”) and related assets. The Company may also conduct early-stage exploration through a wholly owned subsidiary, 995 Exploration Inc.

Corporate and project activities

Base Shelf Prospectus

The Company filed a final short form base shelf prospectus base shelf prospectus with the securities commissions in each of the provinces and territories of Canada (the “Canadian Base Shelf Prospectus”), and a corresponding shelf registration statement on Form S-3 (the “Registration Statement”, and together with the Canadian Base Shelf Prospectus, the “Base Shelf Prospectus”) with the United States Securities and Exchange Commission (“SEC”) allowing for the future issuance, from time to time, of up to $50 million in common shares of the Company (the “Common Shares”), warrants to purchase Common Shares, share purchase contracts of the Company, subscription receipts and units comprised of some or all of the foregoing securities (collectively, the “Securities”). Any amounts, prices and terms will be determined based on market conditions at the time of an offering and will be set out in an accompanying prospectus supplement. The final Base Shelf Prospectus became effective on April 14, 2025.  The Canadian Base Shelf Prospectus will remain effective for 25 months, while the Registration Statement will remain effective for three years.

At-The-Market Offering

On May 27, 2025, the Company entered into an equity distribution agreement (the “Distribution Agreement”) with BMO Nesbitt Burns Inc., Cantor Fitzgerald Canada Corporation (the “Canadian Agents”), 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”). On the same date, the Company filed a prospectus supplement (the “Prospectus Supplement”) to the Canadian Base Shelf Prospectus and the US shelf registration statement on Form S-3 qualifying the distribution of the Common Shares under the ATM Program. Under the ATM Program and pursuant to the Distribution Agreement and the Prospectus Supplement, the Company may sell up to $25 million of Common Shares. The Common Shares sold under the ATM Program, if any, will be sold at the prevailing market price at the time of sale. The net proceeds

​

​	​	​
​	Trilogy Metals Inc. For the Quarter Ended August 31, 2025	20

​

Table of contents

of any such sales under the ATM Program are anticipated to be used for continued development of the UKMP and for general corporate purposes.

Budget -Trilogy

The Company has an initial 2025 fiscal year budget totaling $3.1 million. For the nine-month period ended August 31, 2025, we spent $3.1 million primarily for personnel costs, professional fees, regulatory and office expenses comparable with budgeted expenditures totaling $2.6 million. Our overall corporate expenditures are tracking as planned to the initial budget except for the costs associated with the establishment of the Base Shelf Prospectus and ATM program, which was approved during the year by the Board of Directors.

Budget - Ambler Metals LLC

The board of Ambler Metals approved an initial 2025 fiscal year budget totaling $5.8 million to support external and community affairs, to maintain the State of Alaska mineral claims in good standing, and for the maintenance of physical assets. For the nine-month period ended August 31, 2025, Ambler Metals spent $3.8 million in expenses primarily related to salaries and wages, professional fees, engineering, and project support. This compared to a budget amount for the nine-month period of $4.0 million, resulting in expenditures being under budget by $0.2 million.  The variance was mainly due to delayed hiring and lower than planned general administrative expenses.  

In addition, the board of Ambler Metals approved a supplemental budget of $0.8 million to support the Ambler Access Project for the nine-month period ended August 31, 2025. For the nine-month ended August 31, 2025, Ambler Metals incurred $0.7 million related to the Ambler Access Project costs, primarily consisting of community engagement activities.

Summary of results

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

in thousands of US dollars, except share and per share amounts

​

​

​

Three months ended

Nine months ended

​

​

​

​

August 31, 2025

​

​

August 31, 2024

​

​

August 31, 2025

​

​

August 31, 2024

​

​

​

$

​

$

​

$

​

$

General and administrative

​

​

214

​

​

293

​

​

910

​

​

1,027

​

Investor relations

​

​

38

​

​

15

​

​

72

​

​

46

​

Professional fees

​

​

246

​

​

138

​

​

1,305

​

​

530

​

Salaries

​

​

251

​

​

158

​

​

774

​

​

527

​

Salaries and directors expense – stock-based compensation

​

​

374

​

​

506

​

​

2,971

​

​

3,014

​

Share of loss on equity investment

​

​

891

​

​

624

​

​

2,236

​

​

2,019

​

Comprehensive loss for the period

​

​

(1,747)

​

​

(1,591)

​

​

(7,547)

​

​

(6,951)

​

Basic and diluted loss per common share

​

​

(0.01)

​

​

(0.01)

​

​

(0.05)

​

​

(0.04)

​

​

For the three-month period ended August 31, 2025, we reported a net loss of $1.7 million compared to a net loss of $1.6 million for the three-month period ended August 31, 2024. The increase in comprehensive loss in the third quarter of 2025, compared to the same quarter in 2024, was primarily driven by site activities of Ambler Metals during the summer for environmental baseline work and the start of a core re-boxing program.

For the nine-month period ended August 31, 2025, we reported a net loss of $7.5 million, compared to a net loss of $7.0 million for the same period in 2024. The increase in net loss was primarily driven by higher regulatory expenses and legal fees related to the Company’s Base Shelf Prospectus and ATM Program and our share of losses from Ambler Metals for

​

​	​	​
​	Trilogy Metals Inc. For the Quarter Ended August 31, 2025	21

​

Table of contents

incorporating the environmental baseline work and core re-boxing program.  These increases were partially offset by lower office expenses and higher interest income earned.

Liquidity and capital resources

During the nine-month period ending August 31, 2025, we used $2.7 million in operating activities.  The majority of these funds was spent on corporate salaries, professional fees to complete the Bornite PEA, and the establishment of the Base Shelf Prospectus and ATM Program along with related regulatory filing fees with the United States and Canadian securities commissions.  In addition, the Company incurred annual listing fees for the NYSE American and the TSX during the first fiscal quarter. These cash outflows were partially offset by $0.2 million received in financing activities related to the exercise of stock options.

​

As at August 31, 2025, we had cash and cash equivalents of $23.4 million and working capital of $23.4 million, which we define as current assets less current liabilities. There is sufficient cash on hand to fund the initial fiscal 2025 budget of $3.1 million, as well as the subsequently approved expenditures related to the Base Shelf Prospectus and ATM Program.

​

To ensure sufficient liquidity in the future to support our operations, administration expenses and contributions for our share of Ambler Metals, we have an effective Base Shelf Prospectus that allows for the future issuance, from time to time, of up to $50.0 million in Securities.  We have also established an ATM Program whereby we may, from time to time and at our discretion, offer and sell the Common Shares having an aggregate gross sales price of up to $25.0 million under the ATM Program, through the Agents, at the prevailing market price at the time of sale. As at September 30, 2025, we have not utilized the ATM program.

​

We believe our current cash position is sufficient to meet our working capital requirement for the next 12 months.  Beyond the next year, future cash requirements may vary materially from current expectations. We may need to raise additional funds in the future to support our operations, administration expenses and our contributions for our share of Ambler Metals.

​

Off-balance sheet arrangements

We have no material off-balance sheet arrangements.

Outstanding share data

As at September 30, 2025, we had 164,311,410 common shares issued and outstanding. As at September 30, 2025, we had 11,695,234 stock options outstanding with a weighted-average exercise price of CDN$1.45, 3,206,355 DSUs, 353,948 Fixed DSUs  and 1,798,338 RSUs outstanding. As at September 30, 2025 we have 5,144 NovaGold Resources Inc. (“NovaGold”) DSUs for which the NovaGold director is entitled to receive one common share of Trilogy for every six NovaGold shares to be received upon their retirement from the NovaGold board. A total of 859 common shares will be issued upon redemption of the NovaGold DSUs. Upon the exercise of all the foregoing convertible securities, the Company would be required to issue an aggregate of 17,054,734 common shares.

New accounting pronouncements

Updates to Reportable Segment Disclosures

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”. ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss and interim disclosures of a reportable segment’s

​

​	​	​
​	Trilogy Metals Inc. For the Quarter Ended August 31, 2025	22

​

Table of contents

profit or loss and assets. The standard is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2025, and subsequent interim periods, with early adoption permitted. The Company is evaluating the impact of the guidance on the consolidated financial statements.

Updates to Income Tax Disclosure

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. ASU 2023-09 enhances the transparency and decision usefulness of income tax disclosures through changes to the rate reconciliation and income taxes paid information. The standard is effective beginning with the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2026, and subsequent interim periods, with early adoption permitted. The Company is evaluating the impact of the guidance on the consolidated financial statements.

Critical accounting estimates

The most critical accounting estimates upon which our financial status depends are those requiring estimates of the recoverability of our equity method investment in Ambler Metals, income taxes and valuation of stock‐based compensation.

​

Impairment of Investment in Ambler Metals LLC

Management assesses the possibility of impairment in the carrying value of its equity method investment in Ambler Metals whenever events or circumstances indicate that the carrying amount of the investment may not be recoverable. Ambler Metals is a non-publicly traded equity investment owning exploration and development projects. Significant judgments are made in assessing the possibility of impairment. The Company assesses whether there has been a potential triggering event for other-than-temporary impairment by assessing the underlying assets of Ambler Metals for recoverability and assessing whether there has been a change in the development plan or strategy for the projects.  If the Company concludes there is sufficient evidence for an other-than-temporary impairment, an assessment of fair value is performed. If the underlying assets are not recoverable, the Company will record an impairment charge equal to the difference between the carrying amount of the equity investment and its fair value.  This assessment is subjective and requires consideration at each period end.

​

Income taxes

We must make estimates and judgments in determining the provision for income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits including interest and penalties. We are subject to income tax law in the United States and Canada. The evaluation of tax liabilities involving uncertainties in the application of complex tax regulation and is based on factors such as changes in facts or circumstances, changes in tax law, new audit activity, and effectively settled issues. The evaluation of an uncertain tax position requires significant judgment, and a change in such recognition would result in an additional charge to the income tax expense and liability.

​

​	​	​
​	Trilogy Metals Inc. For the Quarter Ended August 31, 2025	23

​

Table of contents

Stock-based compensation

Compensation expense for stock options granted to employees, directors and certain service providers is determined based on estimated fair values of the stock options at the time of grant using the Black-Scholes option pricing model, which takes into account, as of the grant date, the fair market value of the shares, expected volatility, expected life, expected forfeiture rate, expected dividend yield and the risk-free interest rate over the expected life of the option. The use of the Black-Scholes option pricing model requires input estimation of the expected life of the option, volatility, and forfeiture rate which can have a significant impact on the valuation model, and resulting expense recorded.

Additional information

Additional information regarding the Company, including our annual report on Form 10-K for the fiscal year ended November 30, 2024, is available on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov and on our website at www.trilogymetals.com. Information contained on our website is not incorporated by reference.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4. Controls and Procedures

Disclosure controls and procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted by the Company under U.S. and Canadian securities legislation is recorded, processed, summarized and reported within the time periods specified in those rules, including providing reasonable assurance that material information is gathered and reported to senior management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to permit timely decisions regarding public disclosure. Management, including the CEO and CFO, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules of Canadian Securities Administration, as of August 31, 2025. Based on this evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective.

Internal control over financial reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act and National Instrument 52-109 - Certification of Disclosure in Issuer’s Annual and Interim Filings. Any system of internal control over financial reporting, no matter how well designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Changes in internal control over financial reporting

There have been no changes in our internal controls over financial reporting during the fiscal quarter ended August 31, 2025 which have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. We continue to evaluate our internal control over financial reporting on an ongoing basis to identify improvements.

​

​

​	​	​
​	Trilogy Metals Inc. For the Quarter Ended August 31, 2025	24

​

Table of contents

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we are a party to routine litigation and proceedings that are considered part of the ordinary course of its business. We are not aware of any material current, pending, or threatened litigation.

Item 1A. Risk Factors

Trilogy and its future business, operations and financial condition are subject to various risks and uncertainties due to the nature of its business and the present stage of exploration of its mineral properties. Certain of these risks and uncertainties are under the heading “Risk Factors” under Trilogy’s Form 10-K for the fiscal year ended November 30, 2024 (“Form 10-K”) which is available on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov and on our website at www.trilogymetals.com.  

​

With the exception of the addition of the below, there have been no material changes to the risk factors set forth in Trilogy’s Form 10-K.

​

Changes in U.S. laws and policies regulating international trade may adversely impact the Company.

The activities of the current administration in the United States may result in legislative and regulatory changes that could have a material adverse effect on the Company and its financial condition. In particular, there is uncertainty regarding U.S. tariffs and support for existing treaty and trade relationships, including with Canada. Although discussions continue between the United States and other countries, there remains significant uncertainty over whether tariffs or other restrictive trade measures or countermeasures will be implemented and, if so, the scope, impact and duration of any such measures. A trade war or new tariffs barriers may potentially lead to increases or decreases in revenues due to higher or lower metal prices, but the overall effect would depend on changes in demand, production strategies, and operational costs. Further, a trade war or new tariff barriers may potentially lead to increased costs and may result in uncertainty over mineral resources and reserve estimates in its technical reports. Additionally, due to worldwide economic uncertainty, the availability and cost of funds for development and other costs have become increasingly difficult, if not impossible, to project.

​

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

These disclosures are not applicable to us.

Item 5. Other Information

a) None.

b) None.

c) During the quarterly period ended August 31, 2025, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement, and/or any non-Rule 10b5-1 trading arrangement (as such terms are defined pursuant to Item 408(a) of Regulation S-K).

​

​	​	​
​	Trilogy Metals Inc. For the Quarter Ended August 31, 2025	25

​

Table of contents

Item 6. Exhibits

	​
Exhibit No.		Description
3.1	​	Certificate of Incorporation, dated April 27, 2011 (incorporated by reference Exhibit 99.2 to the Registration Statement on Form 40-F as filed on March 1, 2012, File No. 001-35447)
	​
3.2	​	Articles of Trilogy Metals Inc., effective April 27, 2011, as altered March 20, 2011 (incorporated by reference to Exhibit 99.3 to Amendment No. 1 to the Registration Statement on Form 40-F as filed on April 19, 2012, File No. 001-35447)
​	​	​
3.3	​	Notice of Articles and Certificate of Change of Name, dated September 1, 2016 (incorporated by reference to Exhibit 3.1 to the Form 8-K dated September 8, 2016)
​	​	​
31.1	​	Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)
​	​	​
31.2	​	Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)
​	​	​
32.1	​	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350
​	​	​
32.2	​	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350
​	​	​
101	​	Interactive Data Files
​	​	​
101.INS	​	Inline XBRL Instance Document
​	​	​
101.SCH	​	Inline XBRL Taxonomy Extension Schema Document
​	​	​
101.CAL	​	Inline XBRL Taxonomy Extension Calculation Linkbase Document
​	​	​
101.DEF	​	Inline XBRL Taxonomy Extension Definition Linkbase Document
​	​	​
101.LAB	​	Inline XBRL Taxonomy Extension Label Linkbase Document
​	​	​
101.PRE	​	Inline XBRL Taxonomy Extension Presentation Linkbase Document
​	​	​
104	​	Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

​

​

​

​

​	​	​
​	Trilogy Metals Inc. For the Quarter Ended August 31, 2025	26

​

Table of contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

​	​	​
Date: September 30, 2025	TRILOGY METALS INC.
​	​	​
​	​	​
​	By:	/s/ Tony Giardini
​	​	Tony Giardini
​	​	President and Chief Executive Officer
​	​	​
​	​	​
​	By:	/s/ Elaine M. Sanders
​	​	Elaine M. Sanders
​	​	Vice President and Chief Financial Officer

​

​

​

​

​	​	​
​	Trilogy Metals Inc. For the Quarter Ended August 31, 2025	27

​

FAQ

How many common shares does Trilogy Metals (TMQ) have outstanding?

The filing states Trilogy has 164,291,410 common shares issued (2024: 161,085,313).

What is the maximum number of shares that could be issued upon conversion of all convertible securities?

Upon exercise of all convertible securities the company would be required to issue an aggregate of 17,054,734 common shares.

Has Trilogy used its at-the-market (ATM) equity program?

As of August 31, 2025, the company has not utilized the ATM Program.

What lease obligations does Trilogy disclose in this filing?

The company discloses a four-year office lease expiring June 2028 with current monthly payments of approximately CDN$9,500 and cash paid for base rent of about $36,000.

What option exercise activity is reported for the nine-month period ending Aug 31, 2025?

The aggregate intrinsic value of exercised stock options for the nine-month period was $0.3 million (2024: $0).