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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):
November
7, 2025
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 1.01 | Entry into a Material Definitive Agreement. |
On November 7, 2025, Trilogy Metals Inc.
(the “Company”) entered into an Equity Distribution Agreement (the “Agreement”) with Cantor Fitzgerald &
Co., BMO Capital Markets Corp., Canaccord Genuity LLC, National Bank of Canada Financial Inc. and Raymond James (USA) Ltd., as agents (the “Agents”), pursuant to which the Company may, from time to time, issue and sell its
common shares, without par value (the “Common Shares”), with an aggregate offering price of up to $200,000,000 (the “Shares”) through the
Agents. This Agreement replaces the Company’s prior equity distribution agreement with BMO Nesbitt Burns Inc., Cantor Fitzgerald Canada
Corporation, BMO Capital Markets Corp. and Cantor Fitzgerald & Co., dated May 27, 2025 (the “Prior Agreement”).
The offer and sales of the Shares made pursuant
to the Agreement, if any, will be made under the Company’s effective automatic shelf registration statement on Form S-3 (File No.
333-291209) filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 31, 2025, the base prospectus contained
therein, and a prospectus supplement related to the offering of the Shares dated on or about November 7, 2025.
Under the terms of the Agreement, the Agents may
sell the Shares at market prices by any method that is deemed to be an “at the market offering” as defined in Rule 415 under
the Securities Act of 1933, as amended.
Subject to the terms and conditions of the Agreement,
the Agents will use their commercially reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions.
The Company has no obligation to sell any of the Shares, and may at any time suspend sales under the Agreement or terminate the Agreement
in accordance with its terms. The Company has provided the Agents with customary indemnification rights, and the Agents will be entitled
to a fixed commission of up to 3.0% of the aggregate gross proceeds from the Shares sold. The Agreement contains customary representations
and warranties, and the Company is required to deliver customary closing documents and certificates in connection with sales of the Shares.
The Company has agreed to reimburse the Agents for the fees and disbursements of its counsel, payable upon execution of the Agreement,
in an amount not to exceed $200,000 in connection with the establishment of this at-the-market offering program.
On May 27, 2025, we filed a prospectus
supplement (the “May Prospectus Supplement”) with the SEC related to the Company’s effective “shelf”
registration statement on Form S-3 (File No. 333-285072) filed with the SEC on February 20, 2025, as amended, and declared effective
by the SEC on April 14, 2025, and the base prospectus contained therein, to register Common Shares having an aggregate offering
price of up to $25,000,000 (the “Prior ATM Offering”). As of November 6, 2025, Common Shares having an aggregate
offering price of approximately $25,000,000 have been sold under the May Prospectus Supplement. The Prior ATM Offering pursuant to
the May Prospectus Supplement has completed and terminated and no additional Common Shares may or will be offered or sold under the
Prior Agreement pursuant to the May Prospectus Supplement.
The legal opinion of Blakes, Cassels & Graydon
LLP, counsel to the Company, relating to the Shares is filed as Exhibit 5.1 hereto.
The foregoing description of the Agreement is
not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 10.1
to this Current Report on Form 8-K and incorporated herein by reference.
This Current Report on Form 8-K shall not constitute
an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be an offer, solicitation or sale of the Shares in
any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws
of such state.
| Item 7.01 | Regulation FD Disclosure |
On November 7, 2025, the Company issued a press release announcing
the at-the market offering. The press release is attached hereto as Exhibit 99.1.
The information contained in the press release attached hereto is being
furnished and shall not be deemed 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 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number |
Description |
| 5.1 |
Opinion of Blakes, Cassels & Graydon LLP |
| 10.1 |
Equity Distribution Agreement,
dated November 7, 2025, by and among Trilogy Metals Inc., Cantor Fitzgerald & Co., BMO Capital Markets Corp., Canaccord Genuity
LLC, National Bank of Canada Financial Inc. and Raymond James (USA) Ltd. |
| 23.1 |
Consent of Blakes, Cassels & Graydon LLP (included in Exhibit 5.1) |
| 23.2 |
Consent of Wood Canada Limited |
| 23.3 |
Consent of Ausenco Engineering Canada ULC |
| 99.1 |
Press release, dated November 7, 2025 relating to the at-the-market offering |
| 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: November 7, 2025 |
By: |
/s/ Elaine Sanders |
| |
|
Elaine Sanders, Chief Financial Officer |
