Trilogy Metals SEC Filings

Trilogy Metals Inc. launched an at-the-market equity program to sell up to US$200,000,000 of common shares from time to time under a prospectus supplement to its shelf registration. Sales will be made through designated agents as “at-the-market offerings” on NYSE American or other U.S. trading markets at prevailing prices, and no sales will be made in Canada or over the TSX.

Trilogy will pay up to 3.0% in sales commissions and estimates approximately $200,000 of offering commencement expenses. Net proceeds, if any, will be used to continue exploring and developing the Upper Kobuk Mineral Projects, for prospective mergers and acquisitions, general corporate and administrative expenses, and working capital. The TSX has conditionally approved, and NYSE American has authorized, the listing of the offered shares. 171,059,888 common shares were outstanding as of November 6, 2025. A prior ATM program totaling approximately $25,000,000 has been fully sold and terminated.

Trilogy Metals Inc. entered a new at-the-market equity program, signing an Equity Distribution Agreement with multiple agents that permits the Company to issue and sell common shares, from time to time, with an aggregate offering price of up to $200,000,000. Sales will be made as “at the market offerings” under an effective automatic shelf registration and a related prospectus supplement.

The Company may instruct sales and can suspend or terminate the program at any time. Agents will use commercially reasonable efforts and receive a commission of up to 3.0% of aggregate gross proceeds; Trilogy agreed to reimburse up to $200,000 for agent counsel fees at execution. A prior ATM registered for up to $25,000,000 was fully utilized, with approximately $25,000,000 sold as of November 6, 2025, and is now completed and terminated.

Trilogy Metals Inc. filed an automatic shelf registration statement on Form S-3 as a well‑known seasoned issuer. The shelf permits the company to offer, from time to time after effectiveness, Common Shares, Warrants, Share Purchase Contracts, Subscription Receipts, and Units, with specific terms to be described in a Prospectus Supplement. Common Shares trade on the TSX and NYSE American under the symbol TMQ; securities other than Common Shares may not be listed unless specified in a supplement.

Shares outstanding were 170,799,182 as of October 30, 2025. The prospectus highlights key risks typical for an exploration-stage miner, including negative operating cash flow, potential PFIC status for certain years, equity dilution risk, and no near‑term dividends. It also describes a binding letter of intent dated October 6, 2025 for a potential strategic investment by the U.S. Government, including 8,215,570 units at $2.17 (approximately $17.8 million) and related share and option arrangements, which are subject to conditions such as Defense Production Act reauthorization and a FOCI review, and may terminate if not satisfied by March 31, 2026.

Trilogy Metals (TMQ): Schedule 13D by CEO Tony Giardini

Tony Giardini filed a Schedule 13D reporting beneficial ownership of 8,169,131 shares as of March 1, 2024, equal to 5.0% of the class. The filing lists sole voting and dispositive power over the same 8,169,131 shares. The source of shares includes personal funds and other sources, with holdings stemming from compensatory awards of restricted stock units and options in the ordinary course.

The filing also states that as of October 19, 2025, Mr. Giardini beneficially owned 11,532,060 shares, consisting of 8,332,060 common shares and 3,200,000 shares underlying employee stock options exercisable within the next 60 days. The reporting person is the President, CEO, and a director of Trilogy Metals. The submission notes it is being filed late due to an inadvertent administrative error.

Trilogy Metals Inc. furnished an update on the Ambler Access Project under Item 7.01 (Regulation FD Disclosure). The company shared this information via a press release attached as Exhibit 99.1.

The press release is being furnished, not filed, and will not be incorporated by reference into other filings unless specifically stated. Trilogy’s common shares trade under TMQ on the NYSE American and the Toronto Stock Exchange.

Trilogy Metals (TMQ) reported insider activity: President & CEO and Director Tony Giardini exercised stock options on 10/16/2025 and acquired 1,123,400 common shares at $1.79 (converted from C$2.52 at C$1.4048 = $1.00). Following the transactions, he beneficially owns 8,332,060 shares, held directly.

The exercises (code M) covered two option grants: 223,400 shares from options expiring 12/09/2025 and 900,000 shares from options expiring 12/09/2025, with vesting in thirds on 12/10/2020, 12/10/2021, and 12/10/2022.

Trilogy Metals (TMQ): Director insider transaction

On 10/16/2025, a director exercised 100,000 stock options at $1.79 per share (code M) and sold 100,000 common shares at $7.50 per share (code S). Following these transactions, the director directly owned 234,046 common shares. The option exercised was originally priced in Canadian dollars (C$2.52) and the sale price (C$10.53821) was converted using C$1.4048 = US$1.00. The exercised option related to a grant exercisable since 12/10/2020 and expiring 12/09/2025, with 0 derivative securities remaining after the exercise.

Director William I. Iggiagruk Hensley reported same-day option exercise and share sales in Trilogy Metals Inc. (TMQ) on 10/08/2025. He exercised a director stock option to acquire 100,000 common shares at an exercise price of $1.81 per share (U.S. dollar equivalent). Immediately thereafter he sold 100,000 common shares at an average weighted price of $6.39 per share (U.S. dollar equivalent), with sale prices reported in Canadian dollars in the footnote. Following these transactions the reporting person beneficially owns 43,638 common shares directly.

Diana J. Walters, a director of Trilogy Metals Inc. (TMQ), reported paired option exercise and sale transactions on 10/08/2025. She exercised 100,000 director stock options with an exercise price of $1.81 (converted from C$2.52) and immediately sold 100,000 common shares at a weighted average sale price of $7.03 (converted from C$9.81), completing multiple sale trades priced between C$9.56 and C$10.07. After these transactions she beneficially owned 51,302 common shares directly.