South32 to sell 8.2M Trilogy shares to U.S. Defense

Rhea-AI Filing Summary

Trilogy Metals Inc. (TMQ) is the subject of an amended Schedule 13G filing by South32 Limited and its wholly owned subsidiary South32 International Investment Holdings Proprietary Limited. The South32 entities report beneficial ownership of 10,379,741 common shares, representing 6.01% of Trilogy Metals’ common shares, based on 172,745,639 shares outstanding as reported on July 8, 2026. They report no sole voting or dispositive power, but shared voting and dispositive power over all 10,379,741 shares. The filing notes a Transaction Agreement dated August 28, 2026 under which South32 International agreed to sell 8,215,570 common shares to the United States Department of Defense in a private transaction.

Key Figures

Shares beneficially owned: 10,379,741 common shares Percent of class: 6.01% Shares outstanding: 172,745,639 common shares +3 more

6 metrics

Shares beneficially owned 10,379,741 common shares Beneficially owned by South32 Limited and South32 International

Percent of class 6.01% Ownership percentage of Trilogy Metals common shares reported by South32

Shares outstanding 172,745,639 common shares Trilogy Metals common shares outstanding as reported on July 8, 2026

Shares agreed to be sold 8,215,570 common shares Shares South32 International agreed to sell to the U.S. Department of Defense in a private transaction

Shared voting power 10,379,741 common shares Shares over which South32 reports shared power to vote or direct the vote

Shared dispositive power 10,379,741 common shares Shares over which South32 reports shared power to dispose or direct disposition

Key Terms

beneficially owned, shared voting power, dispositive power, Schedule 13G/A, +1 more

5 terms

beneficially owned financial

"Amount beneficially owned: 10,379,741"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

shared voting power financial

"Shared Voting Power 10,379,741.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

dispositive power financial

"Shared Dispositive Power 10,379,741.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Schedule 13G/A regulatory

"form_type: "SCHEDULE 13G/A""

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

private transaction financial

"sell 8,215,570 common shares ... 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.

FAQ

What percentage of Trilogy Metals Inc. (TMQ) does South32 currently report owning?

South32 Limited and its wholly owned subsidiary South32 International report beneficial ownership of 6.01% of Trilogy Metals Inc.’s common shares, representing 10,379,741 shares, based on 172,745,639 common shares outstanding as disclosed by Trilogy Metals on July 8, 2026.

How many Trilogy Metals (TMQ) shares does South32 report as beneficially owned?

South32 Limited and South32 International report beneficial ownership of 10,379,741 Trilogy Metals common shares. They report 0 shares with sole voting or dispositive power and 10,379,741 shares with shared voting and shared dispositive power.

What transaction involving Trilogy Metals (TMQ) shares did South32 International agree to with the U.S. Department of Defense?

South32 International agreed, under a Transaction Agreement dated August 28, 2026, to sell 8,215,570 Trilogy Metals common shares to the United States Department of Defense in a private transaction, as described in the Schedule 13G/A amendment.

On what share count is South32’s 6.01% ownership in Trilogy Metals (TMQ) based?

The reported 6.01% ownership is based on 172,745,639 Trilogy Metals common shares outstanding, as reported by Trilogy Metals Inc. in its Form 10-Q filed on July 8, 2026, according to the Schedule 13G/A amendment.

Does South32 have sole or shared voting power over its Trilogy Metals (TMQ) shares?

South32 reports 0 Trilogy Metals shares with sole voting power and 10,379,741 shares with shared voting power. It also reports 0 shares with sole dispositive power and 10,379,741 shares with shared dispositive power over Trilogy Metals common shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/01/2026 - 04:02 PM Accepted by SEC EDGAR 09/01/2026 - 04:01 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

TRILOGY METALS INC.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

89621C105

(CUSIP Number)

08/28/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 89621C105

1

Names of Reporting Persons

South32 Limited

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

AUSTRALIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 10,379,741.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 10,379,741.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

10,379,741.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.01 %

12

Type of Reporting Person (See Instructions)

FI

Comment for Type of Reporting Person: (1) Based on 172,745,639 common shares outstanding as reported in the 10-Q filed by the Trilogy Metals Inc. (the "Issuer") on July 8, 2026. (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 in a private transaction.

SCHEDULE 13G

CUSIP Number(s): 89621C105

1

Names of Reporting Persons

South32 International Investment Holdings Proprietary Limited

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

AUSTRALIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 10,379,741.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 10,379,741.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

10,379,741.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.01 %

12

Type of Reporting Person (See Instructions)

FI

Comment for Type of Reporting Person: (1) Based on 172,745,639 common shares outstanding as reported in the 10-Q filed by the Trilogy Metals Inc. (the "Issuer") on July 8, 2026. (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 in a private transaction.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: TRILOGY METALS INC.
(b)	Address of issuer's principal executive offices: 510 Burrard Street, Suite 901, Vancouver, British Columbia V6C 3A8
Item 2.
(a)	Name of person filing: South32 Limited South32 International Investment Holdings Proprietary Limited ("South32 International") South32 International is a wholly-owned subsidiary of South32 Limited.
(b)	Address or principal business office or, if none, residence: c/o South32 Limited Level 2 100 St Georges Terrace Perth WA 6000 Australia
(c)	Citizenship: Each of South32 Limited and South32 International is a company organized in Australia.
(d)	Title of class of securities: Common Shares, no par value
(e)	CUSIP No.: 89621C105
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 10,379,741
(b)	Percent of class: 6.01% Based on 172,745,639 common shares outstanding as reported in the 10-Q filed by the Issuer on July 8, 2026.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 10,379,741
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 10,379,741
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

South32 Limited

Signature:	/s/ Claire Tolcon
Name/Title:	Company Secretary
Date:	08/31/2026

South32 International Investment Holdings Proprietary Limited

Signature:	/s/ Rebecca Healy
Name/Title:	Company Secretary
Date:	08/31/2026