DoD buys 8.2M Trilogy Metals shares for $17.8M

Rhea-AI Filing Summary

Trilogy Metals Inc. (TMQ) reported a significant insider sale by a major shareholder. South32 International Investment Holdings Proprietary Ltd, a wholly owned subsidiary of South32 Ltd and an indirect beneficial owner of Trilogy Metals shares, agreed to sell 8,215,570 common shares on August 28, 2026.

The shares were sold in a private transaction to the United States Department of Defense for $17,827,785.90, or $2.17 per share, under a Transaction Agreement dated August 28, 2026. Following this sale, South32’s subsidiary reports indirect ownership of 10,379,741 Trilogy Metals common shares.

Insider Trade Summary

Net Seller: 8,215,570 shares

Net Sell 1 txn

Insider South32 Ltd, South32 International Investment Holdings Proprietary Ltd

Role 10% Owner | 10% Owner

Sold 8,215,570 shs ($17.83M)

Type	Security	Shares	Price	Value
Sale	Common Stock F2, F1	8,215,570	$2.17	$17.83M

Holdings After Transaction: Common Stock — 10,379,741 shares (Indirect, By wholly-owned subsidiary)

Footnotes (2)

1. F1. The shares are owned directly by South32 International Investment Holdings Proprietary Limited, which is a wholly-owned subsidiary of South32 Limited. South32 Limited is an indirect beneficial owner of the reported securities.
2. F2. Pursuant to the terms of a Transaction Agreement dated August 28, 2026, by and between South32 International Investment Holdings Pty Ltd ("South32 International") and the United States Department of Defense, South32 International agreed to sell 8,215,570 common shares of the Issuer to the Investor for $17,827,785.90 in a private transaction.

Key Figures

Shares sold: 8,215,570 shares of Common Stock Sale price per share: $2.17 per share Aggregate transaction value: $17,827,785.90 +1 more

4 metrics

Shares sold 8,215,570 shares of Common Stock Shares sold by South32 International Investment Holdings Proprietary Ltd on August 28, 2026

Sale price per share $2.17 per share Price for Trilogy Metals common shares in the private transaction

Aggregate transaction value $17,827,785.90 Total consideration for 8,215,570 Trilogy Metals shares sold to the U.S. Department of Defense

Shares owned after transaction 10,379,741 shares of Common Stock Indirectly owned by South32 International Investment Holdings Proprietary Ltd following the sale

Key Terms

indirect beneficial owner, wholly-owned subsidiary, private transaction, ten percent owner

4 terms

indirect beneficial owner financial

"South32 Limited is an indirect beneficial owner of the reported securities"

wholly-owned subsidiary financial

"The shares are owned directly by South32 International..., a wholly-owned subsidiary"

A wholly-owned subsidiary is a company whose entire ownership is held by another company, called the parent, so the parent controls all shares, board appointments and major decisions. For investors this matters because the subsidiary’s profits, losses, assets and liabilities are treated as part of the parent’s financial picture, affecting valuation and risk exposure — imagine a parent owning a single storefront outright and consolidating its receipts and bills into the parent’s books.

private transaction financial

"to the Investor for $17,827,785.90 in a private transaction"

A private transaction is the sale or transfer of securities, assets, or ownership stakes carried out directly between a small number of parties rather than on a public exchange. For investors it matters because these deals are less visible and often less liquid than public trades, so pricing can be harder to verify, the investment can be harder to sell quickly, and buyers or sellers may gain strategic advantages not available in open markets — like negotiated terms similar to a private garage sale versus a crowded marketplace.

ten percent owner financial

"reportingPersons ... is_ten_percent_owner"

FAQ

What insider transaction did TMQ disclose involving South32 Ltd?

Trilogy Metals Inc. disclosed that a South32 Ltd wholly owned subsidiary agreed to sell 8,215,570 common shares in a private transaction on August 28, 2026, and now reports indirect ownership of 10,379,741 Trilogy Metals shares.

How many TMQ shares were sold and at what price?

A total of 8,215,570 Trilogy Metals common shares were sold at $2.17 per share, for aggregate consideration of $17,827,785.90, according to the Transaction Agreement referenced in the filing.

Who bought the Trilogy Metals (TMQ) shares from South32’s subsidiary?

The buyer was the United States Department of Defense, which agreed to purchase 8,215,570 Trilogy Metals common shares from South32 International Investment Holdings Proprietary Ltd in a private transaction dated August 28, 2026.

How many TMQ shares does South32’s subsidiary hold after the sale?

After the reported sale, South32 International Investment Holdings Proprietary Ltd reports indirect ownership of 10,379,741 Trilogy Metals common shares, held as a wholly owned subsidiary of South32 Ltd.

Was the TMQ insider sale executed on the open market?

No. The filing states the 8,215,570 Trilogy Metals shares were sold in a private transaction to the United States Department of Defense under a Transaction Agreement dated August 28, 2026.

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Available on EDGAR 09/01/2026 - 04:06 PM Accepted by SEC EDGAR 09/01/2026 - 04:05 PM Learn about SEC filing dates

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

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^*

South32 Ltd

(Last) (First) (Middle)

LEVEL 2

100 ST GEORGES TERRACE

(Street)

PERTH AUSTRALIA WA 6000

(City) (State) (Zip)

AUSTRALIA

(Country)

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

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

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

2a. Foreign Trading Symbol
[TMQ (TSX)]

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2026

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

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

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

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
Common Stock	08/28/2026		S		8,215,570	D	$2.17(2)	10,379,741	I	By wholly-owned subsidiary(1)

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

1. Name and Address of Reporting Person^*

South32 Ltd

(Last) (First) (Middle)

LEVEL 2

100 ST GEORGES TERRACE

(Street)

PERTH AUSTRALIA WA 6000

(City) (State) (Zip)

AUSTRALIA

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

South32 International Investment Holdings Proprietary Ltd

(Last) (First) (Middle)

LEVEL 2

100 ST GEORGES TERRACE

(Street)

PERTH AUSTRALIA WA 6000

(City) (State) (Zip)

AUSTRALIA

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The shares are owned directly by South32 International Investment Holdings Proprietary Limited, which is a wholly-owned subsidiary of South32 Limited. South32 Limited is an indirect beneficial owner of the reported securities.

2. Pursuant to the terms of a Transaction Agreement dated August 28, 2026, by and between South32 International Investment Holdings Pty Ltd ("South32 International") and the United States Department of Defense, South32 International agreed to sell 8,215,570 common shares of the Issuer to the Investor for $17,827,785.90 in a private transaction.

	/s/ Claire Tolcon, Company Secretary of South32 Limited	08/31/2026
	/s/ Rebecca Healy, Company Secretary of South32 International Investment Holdings Proprietary Limited	08/31/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)