TMQ Form 4: James Gowans Receives 9,928.947 Deferred Share Units

Rhea-AI Filing Summary

Trilogy Metals Inc. (TMQ) director James Gowans received 9,928.947 Deferred Share Units (DSUs) on 09/02/2025 as reported on Form 4. The filing states these DSUs were non-discretionary issuances under elections made by plan participants before the current fiscal year and they vest immediately. The DSUs carry no voting or dispositive rights and will not be converted into common shares until the grantee’s service or directorship ends; any issuance will occur within 90 days after termination. The report shows 560,141.362 common shares beneficially owned following the transaction. The form was signed by an attorney-in-fact on behalf of Mr. Gowans.

Positive

• DSUs vest immediately, granting the director immediate economic alignment with shareholders under the plan
• Issuance described as non-discretionary, indicating the grant follows pre-established participant elections and plan rules

Negative

• DSUs do not confer voting or dispositive rights until the director's service terminates, so no current governance influence from these units

Insights

Corporate Governance Expert

TL;DR: Routine director compensation via vested DSUs that do not confer current voting rights; appears procedural and governance-compliant.

The Form 4 documents a standard, non-discretionary grant of 9,928.947 DSUs to a director. The filing explicitly states the DSUs vest immediately but the underlying common shares are not issued and carry no voting or dispositive rights until termination of service, with issuance no later than 90 days after termination. This structure aligns with common deferred-compensation practices for directors and preserves shareholder voting structure while providing aligned economic exposure upon departure.

Executive Compensation Analyst

TL;DR: Director received deferred equity tied to standard plan elections; impact is compensatory, not dilutive or governance-changing today.

The disclosure describes a non-discretionary DSU issuance under pre-existing plan elections, totaling 9,928.947 units, with immediate vesting. Because DSUs are not converted to common shares and carry no voting rights until termination, the economic exposure is deferred. The report also lists 560,141.362 common shares as beneficially owned following the transaction, indicating the director’s sizeable reported stake, though the DSU underlying shares remain restricted until a termination event.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gowans James

(Last) (First) (Middle)

C/O TRILOGY METALS INC.

SUITE 901, 510 BURRARD STREET

(Street)

VANCOUVER A1 V6C 3A8

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Trilogy Metals Inc. [ TMQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Share Units ("DSUs")(1)	$0	09/02/2025		A		9,928.947		(2)	(2)	Common Shares	9,928.947	$0	560,141.362	D

Explanation of Responses:

1. Non-discretionary issuances of DSUs pursuant to elections made by plan participants prior to the commencement of the current fiscal year.

2. The DSUs vest immediately; however, the underlying common shares will not be issued to the grantee, and the grantee shall not have any voting or dispositive rights with respect to the underlying common shares, until termination of the grantee's employment or services as a director of the Issuer. The grants will expire no later than 90 days after the grantee's termination date.

	/s/ Elaine Sanders as attorney-in-fact for James Gowans	09/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Trilogy Metals insider James Gowans receive on 09/02/2025 (TMQ)?

He received 9,928.947 Deferred Share Units (DSUs) as reported on Form 4.

Do the DSUs issued to James Gowans give him voting rights immediately?

No. The Form 4 states the DSUs do not confer voting or dispositive rights until the grantee's service ends.

How many common shares was James Gowans reported to beneficially own after the transaction?

560,141.362 common shares are reported as beneficially owned following the reported transaction.

When will the DSUs convert into common shares for James Gowans?

The underlying common shares will be issued upon termination of employment or directorship, and any grants expire no later than 90 days after termination.

Was this DSU grant discretionary or pursuant to plan elections?

The filing states it was a non-discretionary issuance pursuant to elections made by plan participants prior to the current fiscal year.