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Trilogy Metals (TMQ) widens loss but gains $17.8M U.S. strategic support

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8-K

Rhea-AI Filing Summary

Trilogy Metals Inc. reported fiscal 2025 results and outlined major strategic steps to advance its Upper Kobuk Mineral Projects in Alaska. The company recorded a net loss of $42.2 million, or $0.26 per share, compared with a loss of $8.6 million, or $0.05 per share, in 2024, driven largely by a non-cash $22.6 million loss on a derivative liability tied to a U.S. federal investment structure.

Trilogy ended the year with a strong cash balance of $51.6 million. It entered a binding letter of intent with the U.S. Department of War for a conditional $17.8 million strategic investment in 8,215,570 units at $2.17 per unit, each unit including one common share and three‑quarters of a 10‑year warrant with a $0.01 exercise price, exercisable after construction of the Ambler Road. Ambler Metals, the 50/50 joint venture with South32, approved a $35 million fiscal 2026 budget, with Trilogy’s share at $17.5 million, focused on permitting, technical work, and exploration at the Arctic and Bornite projects. Executed Right‑of‑Way permits for the Ambler Access Project, plans to seek mine permits in 2026, and potential inclusion in the FAST‑41 federal permitting framework position the UKMP as a prospective U.S. source of critical minerals.

Positive

  • None.

Negative

  • None.

Insights

Non-cash derivative loss masks strong cash and growing U.S. federal backing.

Trilogy Metals reported a much larger net loss of $42.2 million, mainly due to a $22.6 million fair‑value increase in a derivative liability linked to a U.S. government investment structure. This accounting impact did not use cash, while cash on hand reached $51.6 million as of November 30, 2025.

A binding letter of intent with the U.S. Department of War for a conditional $17.8 million strategic investment, plus a $35 million fiscal 2026 budget at Ambler Metals (Trilogy share $17.5 million), underlines federal and partner support for the Upper Kobuk Mineral Projects. Executed Right‑of‑Way permits for the Ambler Access Project and potential FAST‑41 permitting treatment could help advance the Arctic and Bornite deposits, though outcomes depend on permitting, stakeholder engagement, and future funding decisions disclosed in later filings.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 17, 2026

 

_______________________

 

Trilogy Metals Inc.

(Exact name of registrant as specified in its charter)

_______________________

 

British Columbia 001-35447 98-1006991
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification Number)

 

Suite 901, 510 Burrard Street
Vancouver, British Columbia
Canada, V6C 3A8

(Address of principal executive offices, including zip code)

 

(604) 638-8088

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.24d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.23e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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.

 

 

 
 
Item 2.02Results of Operations and Financial Condition

On February 17, 2026, Trilogy Metals Inc. (the “Company”) issued a press release reporting financial results for the fiscal year and fourth quarter ended November 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01Regulation FD Disclosure

On February 17, 2026, the Company issued a press release reporting financial results for the fiscal year and fourth quarter ended November 30, 2025.

 

A copy of the press release is furnished as Exhibit 99.1 to this report. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing

 

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description
99.1 Press release, dated February 17, 2026
104 Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL)

 

 
 

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 hereunto duly authorized.

 

  TRILOGY METALS INC.
     
Dated: February 17, 2026 By:   /s/ Elaine Sanders
    Elaine Sanders, Chief Financial Officer

 

 

Exhibit 99.1

 

 

 

 

 

Trilogy Metals Reports Fiscal 2025 Year-End Results and Highlights Strategic U.S. Federal Support for Domestic Critical Minerals Production

VANCOUVER, BC, Feb. 17, 2026 /CNW/ - Trilogy Metals Inc. (NYSE American: TMQ) (TSX: TMQ) ("Trilogy Metals", "Trilogy" or the "Company") reports its financial results for the year ended November 30, 2025, and provides an update on strategic priorities as the Company advances the Upper Kobuk Mineral Projects ("UKMP") in northwestern Alaska, held by Ambler Metals LLC, its 50/50 joint venture with South32 Limited (ASX, LSE, JSE: S32; ADR: SOUHY) ("South32").

Fiscal 2025 marked a pivotal year for Trilogy, highlighted by a strategic investment commitment from the U.S. federal government, a strengthened balance sheet, and expanded leadership and advisory capabilities to support permitting and project advancement activities at Ambler Metals.

Details of Trilogy's audited consolidated financial statements and Management's Discussion and Analysis are contained in its Annual Report on Form 10-K, which will be available on the Company's website at www.trilogymetals.com and under the Company's profiles on SEDAR+ and EDGAR. All amounts are in United States dollars unless otherwise stated.

Financial and Operational Highlights

  • Strong cash balance of $51.6 million as at November 30, 2025, providing significant financial flexibility.
  • $17.8 million strategic investment commitment from the U.S. federal government, reflecting the strategic importance of the UKMP to domestic critical mineral supply chains.
  • Expanded senior leadership and advisory capacity to strengthen joint venture oversight and support project execution.
  • Approval of 2026 $35 million budget for the Ambler Metals joint venture, aligned with permitting and development milestones to advance the Arctic copper-silver-zinc-lead-gold deposit towards production; targeting mine permit submissions in 2026, potentially leveraging federal expedited programs such as FAST-41.
  • The Alaska Industrial Development and Export Authority ("AIDEA") executed Right-of-Way permits for the Ambler Access Project (or "Ambler Road"), formally re-establishing the federal authorizations required to advance the road project connecting the UKMP to the Dalton Highway.
  • U.S. government to work in good faith to help facilitate financing required for the construction of the Ambler Road, in coordination with the State of Alaska.
  • Plans to open the Bornite camp during the 2026 summer field season to conduct geotechnical and exploration drilling.

Tony Giardini, President and CEO of Trilogy Metals, commented: "This has been a landmark year for Trilogy as we significantly strengthened our financial position while deepening alignment with key U.S. federal and state stakeholders focused on securing domestic supplies of critical minerals. The U.S. federal government's strategic investment commitment is an important validation of the long-term value of the Upper Kobuk Mineral Projects and their potential role in supporting a reliable and responsible North American supply of copper and other critical minerals.

"We ended the year with a strong cash position and expanded our leadership, advisory, and technical capabilities to ensure we are well prepared for increased permitting and project activity at Ambler Metals. With a fully funded 2026 exploration, development, and permitting program in place, our focus is firmly on execution and advancing the UKMP through the next critical stages of development in close collaboration with our partners, regulators, and local communities."

Annual Financial Results

The following selected annual financial information is prepared in accordance with U.S. GAAP.

in thousands of dollars,
except for per share amounts

Selected financial results

Year ended

November 30, 2025

$

Year ended

November 30, 2024

$

General and administrative 1,330 1,218
Investor relations 161 72
Professional fees 2,058 923
Salaries 2,388 927
Salaries & directors' fees – stock-based compensation 3,336 3,520
Share of loss on equity investment 11,392 2,636
Loss on derivative carried at fair market value 22,585 -
Comprehensive loss for the year (42,241) (8,587)
Basic and diluted loss per common share (0.26) (0.05)


For the year ended November 30, 2025, Trilogy reported a net loss of $42.2 million (or $0.26 basic and diluted loss per common share) compared to a net loss of $8.6 million (or $0.05 basic and diluted loss per common share) in fiscal 2024.

U.S. Federal Strategic Investment to Advance Development of Domestic Critical Mineral Resources at the UKMP

On October 6, 2025, Trilogy entered into a binding letter of intent with the U.S. Department of War for a conditional investment of approximately $17.8 million in exchange for 8,215,570 units at a price of $2.17 per unit, with each unit comprising of one common share of the Company (each, a "Common Share") and ¾ of a 10-year warrant. Each full warrant would be exercisable to acquire one Common Share at an exercise price of $0.01. The warrants would become exercisable following completion of construction of the Ambler Road.

This transaction underscores growing U.S. government support for advancing responsible domestic sources of copper and other critical minerals, including zinc, silver, cobalt, and germanium.

The Company has accounted for the U.S. government's support as a derivative financial instrument under the ASC 815-40 accounting standard. The Company recognized an initial liability of $8.2 million and a corresponding expense related to the government's proposed collaboration agreement, which was contributed to Ambler Metals, and as at November 30, 2025, the Company increased the derivative by $22.6 million. This represents the change in the fair value of the obligation to issue the Common Shares and warrants, and recognizes a corresponding loss for the period, which had no impact on cash. These accounting effects are expected to resolve upon satisfaction of the applicable conditions.

In addition, salaries expense increased in fiscal 2025 from recording higher cash-based compensation compared with fiscal 2024, whereby a significant portion of executive compensation was settled in Common Shares, which resulted in higher share-based compensation expense in 2024. The loss for the year was also attributable to higher professional fees, including legal and regulatory costs related to the filing of base shelf prospectuses and at-the market ("ATM") programs. These cost increases were partially offset by higher income earned during the year.

Strengthened Leadership and UKMP Joint Venture Oversight

With mine permitting and project activity expected to accelerate at Ambler Metals, Trilogy has taken deliberate steps to augment its leadership, advisory, and technical capabilities to support execution and oversight of the joint venture.

The 2026 work program represents a crucial year of progress for the UKMP as Ambler Metals prepares to initiate the mine permitting process for the Arctic Project, while continuing to advance the technical and organizational foundations required for future development.

Ambler Metals is targeting mine permit submissions in 2026, potentially leveraging federal expedited programs such as FAST-41, subject to project readiness and continued engagement with stakeholders. FAST-41 is a U.S. federal framework designed to enhance coordination, transparency, and predictability for permitting critical infrastructure projects. The U.S. government will work collaboratively in good faith, in coordination with the State of Alaska, to include future UKMP permit applications in the FAST-41 process to expedite the mine permitting process.

Engagement with local communities and regional stakeholders will remain a core focus, with continued emphasis on transparent communication, consultation, and long-term workforce planning.

Trilogy expanded its senior management and advisory team following the announcement of the U.S. federal investment, coinciding with South32's increased personnel commitment to Ambler Metals. These actions are intended to ensure Trilogy is well-positioned to:

  • Advance permitting for the Arctic Project.
  • Support long-term technical and development planning.
  • Deepen engagement with government, community, and stakeholder partners.
  • Plan for future exploration efforts at Bornite and across the Ambler Mining District land package.

Trilogy believes the strengthened team enhances the Company's ability to deliver long-term value as the UKMP advances through key development phases.

Ambler Metals $35M Budget to Advance Exploration, Development, and Permitting Activities

A budget of approximately $35 million has been approved for Ambler Metals for fiscal 2026, of which Trilogy's share is $17.5 million. The activities at Ambler Metals will focus on re-staffing, initiating the permitting process for the Arctic Project, and progressing technical work necessary to support long-term development.

Exploration activities in 2026 will focus primarily on the Arctic Project, including geotechnical and condemnation drilling to support mine design, infrastructure placement, and future production planning. Ambler Metals will also be preparing the Bornite Project camp for ongoing exploration and multi-year use. The joint venture plans to open the Bornite camp during the 2026 summer field season to conduct geotechnical and exploration drilling, along with general camp maintenance and capital improvements to support future programs.

These programs represent important steps toward advancing the UKMP as a U.S.-based source of critical minerals.

Strong Liquidity and Capital Resource Position

The Company maintains a strong cash position of over $50 million, providing funding for ongoing operations and its share of future joint venture requirements.

Qualified Persons

Richard Gosse, P.Geo., Vice President Exploration for Trilogy Metals Inc., is a Qualified Person as defined by National Instrument 43-101 - Standard of Disclosure for Mineral Projects. Mr. Gosse has reviewed the technical information in this news release and approves the disclosure contained herein.

About Trilogy Metals

Trilogy Metals Inc. is a metals exploration and development company that holds a 50% interest in Ambler Metals LLC, which owns 100% of the Upper Kobuk Mineral Projects in northwestern Alaska. The UKMP is located within the Ambler Mining District, one of the world's most prospective copper-dominant districts, hosting world-class polymetallic volcanogenic massive sulphide ("VMS") and carbonate replacement deposits. Exploration has focused on the Arctic VMS deposit and the Bornite copper-cobalt deposit.

Ambler Metals operates under an agreement with NANA Regional Corporation, Inc., supporting responsible exploration and development in cooperation with local communities. Trilogy's vision is to develop the Ambler Mining District into a premier North American copper producer while 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, the proposed advancement of the Ambler Access Project, planned activities at the UKMP, collaboration and engagement with partners, regulators, and local communities, the outlook for 2026, the Company's anticipated budget for corporate activities and the Company's ability to fund its operations and the requirement for additional funding at Ambler Metals, U.S. federal government's potential role in supporting a reliable and responsible North American supply of copper and other critical minerals, mine permitting submissions and the timing thereof, the U.S. government working, in coordination with the State of Alaska, to include future UKMP permit applications in the FAST-41 process, anticipated benefits of management appointments, the Strategic Investment and the anticipated benefits thereof, the scope and timing of the activities at Ambler Metals, opening the Bornite camp and the timing thereof, and resource estimates, 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, 2025 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.

View original content:https://www.prnewswire.com/news-releases/trilogy-metals-reports-fiscal-2025-year-end-results-and-highlights-strategic-us-federal-support-for-domestic-critical-minerals-production-302689216.html

SOURCE Trilogy Metals Inc.

 

View original content: http://www.newswire.ca/en/releases/archive/February2026/17/c6420.html

%CIK: 0001543418

For further information: Company Contact: Matthew Keevil, Vice President, Investor Relations and Business Development, Phone: +1604-638-8088, Email: ir@trilogymetals.com

CO: Trilogy Metals Inc.

CNW 06:30e 17-FEB-26

FAQ

What were Trilogy Metals (TMQ) fiscal 2025 financial results?

Trilogy Metals reported a net loss of $42.2 million, or $0.26 per share, for the year ended November 30, 2025. This compares with a loss of $8.6 million, or $0.05 per share, in 2024, mainly due to a non-cash derivative fair-value loss.

How strong is Trilogy Metals (TMQ) cash and liquidity position?

Trilogy Metals ended fiscal 2025 with a cash balance of $51.6 million, described as providing significant financial flexibility. This cash is intended to fund ongoing corporate activities and the company’s share of Ambler Metals joint venture spending as the Upper Kobuk Mineral Projects advance.

What is the U.S. federal government’s strategic investment in Trilogy Metals (TMQ)?

On October 6, 2025, Trilogy entered a binding letter of intent for a $17.8 million conditional investment by the U.S. Department of War. The commitment covers 8,215,570 units at $2.17 per unit, each including one common share and three‑quarters of a 10‑year warrant exercisable at $0.01 after Ambler Road construction.

What 2026 budget has been approved for the Ambler Metals joint venture?

Ambler Metals approved an approximate $35 million fiscal 2026 budget, with Trilogy’s 50% share at $17.5 million. Spending will focus on re‑staffing, initiating mine permitting for the Arctic Project, geotechnical and condemnation drilling, and preparing the Bornite camp for continued exploration and development work.

How is the Ambler Access Project progressing for Trilogy Metals (TMQ)?

The Alaska Industrial Development and Export Authority executed Right‑of‑Way permits for the Ambler Access Project, re‑establishing key federal authorizations. The U.S. government also intends to work in good faith, with Alaska, to help facilitate Ambler Road financing and potentially include future UKMP permits in the FAST‑41 process.

What are Trilogy Metals’ (TMQ) plans for the Arctic and Bornite projects in 2026?

Ambler Metals plans to initiate mine permitting for the Arctic Project in 2026 and conduct geotechnical and condemnation drilling. The joint venture also intends to open the Bornite camp for geotechnical and exploration drilling, camp maintenance, and capital improvements to support multi‑year exploration programs.

How did the U.S. strategic investment affect Trilogy Metals’ 2025 earnings?

Trilogy accounted for the U.S. government support as a derivative financial instrument, recording an initial liability of $8.2 million and increasing it by $22.6 million by November 30, 2025. This fair‑value change produced a significant non‑cash loss that contributed to the higher net loss for the year.

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