Trilogy Metals (TMQ) Form 4: Director Granted 7,672 Deferred Share Units

Rhea-AI Filing Summary

William L. Iggiagruk Hensley, a director of Trilogy Metals Inc. (TMQ), reported a non-discretionary grant of 7,672.368 Deferred Share Units (DSUs) on 09/02/2025. The DSUs were issued at $0 and vest immediately, but the underlying common shares are not issued and carry no voting or dispositive rights until the grantee’s service as a director ends. Following the grant, the reporting line shows beneficial ownership of 514,346.611 common shares. The DSUs expire no later than 90 days after the grantee’s termination. The Form 4 filing was signed on 09/03/2025 by an attorney-in-fact.

Positive

• Director alignment with shareholders: The DSUs vest immediately and increase the director's long-term economic stake without immediate dilution.
• Substantial existing ownership: Reporting person beneficially owns 514,346.611 common shares, indicating significant alignment with shareholder interests.

Negative

• No current voting rights: The DSUs do not convey voting or dispositive rights until termination, limiting immediate governance influence from the grant.
• Deferred settlement: The underlying shares are not issued now, so there is no present impact on liquidity or market float, which may limit transparency on future dilution timing.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation via DSUs that align interests with shareholders but do not convey current voting power.

The non-discretionary issuance of 7,672.368 DSUs is consistent with standard board compensation practices that defer equity until a director leaves service. Because the DSUs vest immediately yet do not convert to shares or grant voting rights until termination, they function as a retention and long-term alignment tool rather than immediate equity dilution. The reporting of 514,346.611 beneficially owned shares indicates material existing holdings by the reporting person relative to typical director stakes, reinforcing alignment with shareholder outcomes.

Executive Compensation Analyst

TL;DR: Compensation grant appears routine and non-cash; impact on outstanding shares and dilution is deferred.

The grant is recorded at $0, indicating a deferred award rather than a purchase. Immediate vesting of DSUs but delayed settlement limits present economic and voting impact until service termination. From a compensation-plan perspective, such DSUs help preserve cash while providing equity-equivalent value to directors. There is no explicit acceleration or special termination provision disclosed in this Form 4 beyond the 90-day post-termination expiry window.

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^*

Hensley William L. Iggiagruk

(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		7,672.368		(2)	(2)	Common Shares	7,672.368	$0	514,346.611	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 William I. Iggiagruk Hensley	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 (TMQ) director William I. Iggiagruk Hensley receive on 09/02/2025?

He received 7,672.368 Deferred Share Units (DSUs) as a non-discretionary issuance recorded at $0.

Do the DSUs issued to the director grant voting rights immediately?

No. The DSUs do not grant voting or dispositive rights until the grantee's employment or director service terminates.

How many common shares does the reporting person beneficially own after the transaction?

The Form 4 reports 514,346.611 common shares beneficially owned following the reported transaction.

When will the DSUs convert to underlying common shares?

The DSUs will be issued and the underlying shares delivered only upon termination of the grantee's employment or director service; the grants expire no later than 90 days after termination.

At what price were the DSUs issued?

The DSUs were recorded at a price of $0 in the Form 4 transaction.