What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-10-01 compared with 2025-07-10 · 63 added, 80 removed, 162 unchanged (47% of the section changed)

2 unchanged sentences

Management’s Discussion & Analysis

For the Quarter Ended May 31, 2025

For the Quarter Ended August 31, 2025

(expressed in US dollars)

18 unchanged sentences

Trilogy Metals Inc.

For the Quarter Ended May 31, 2025

For the Quarter Ended August 31, 2025

● our expected ability to develop adequate infrastructure and that the cost of doing so will be reasonable;

21 unchanged sentences

Trilogy Metals Inc.

For the Quarter Ended May 31, 2025

For the Quarter Ended August 31, 2025

● uncertainties relating to the assumptions underlying our resource estimates, such as metal pricing, metallurgy, mineability, marketability and operating and capital costs;

21 unchanged sentences

Trilogy Metals Inc.

For the Quarter Ended May 31, 2025

For the Quarter Ended August 31, 2025

● changes in U.S.

14 unchanged sentences

For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

This Management’s Discussion and Analysis (“MD&A”) of Trilogy Metals Inc.

(“Trilogy”, “Trilogy Metals”, “the Company” or “we”) is dated July 10, 2025 and provides an analysis of our unaudited condensed interim consolidated financial results for the quarter ended May 31, 2025 compared to the quarter ended May 31, 2024.

The following information should be read in conjunction with our May 31, 2025 unaudited condensed interim consolidated financial statements and related notes which were prepared in accordance with United States generally accepted accounting principles (“U.S.

This MD&A of Trilogy Metals Inc.

(“Trilogy”, “Trilogy Metals”, “the Company” or “we”) is dated September 30, 2025 and provides an analysis of our unaudited condensed interim consolidated financial results for the quarter ended August 31, 2025 compared to the quarter ended August 31, 2024.

The following information should be read in conjunction with our August 31, 2025 unaudited condensed interim consolidated financial statements and related notes which were prepared in accordance with United States generally accepted accounting principles (“U.S.

The MD&A should also be read in conjunction with our audited consolidated financial statements and related notes for the year ended November 30, 2024.

3 unchanged sentences

Trilogy Metals Inc.

For the Quarter Ended May 31, 2025

For the Quarter Ended August 31, 2025

States dollars unless otherwise stated.

1 unchanged sentence

dollars”, “$” or “US$” are to the currency of the United States.

Richard Gosse, P.Geo., Vice President, Exploration of the Company, is a Qualified Person under National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”) and S-K 1300, and has approved the scientific and technical information in this MD&A.

Richard Gosse, P.Geo., Vice President, Exploration of the Company, is a Qualified Person under National Instrument 43-101 - Standards of Disclosure for Mineral Projects and S-K 1300, and has approved the scientific and technical information in this MD&A.

Trilogy’s shares are listed on the TSX and the NYSE American under the symbol “TMQ”.

9 unchanged sentences

Corporate and project activities

Annual General Meeting

The Annual General Meeting of shareholders was held on May 13, 2025.

All directors nominated by the Company were elected by shareholders of the Company, with each director receiving greater than 94% of the votes cast.

The shareholders also voted in favour of all other items of business including the continuation of the Company’s Restricted Share Unit Plan and Deferred Share Unit Plan.

Base Shelf Prospectus

The Company filed a final short form base shelf prospectus base shelf prospectus with the securities commissions in each of the provinces and territories of Canada (the “Canadian Base Shelf Prospectus”), and a corresponding shelf registration statement on Form S-3 (the “Registration Statement” together with the Canadian Base Shelf Prospectus, the “Base Shelf Prospectus”) with the United States Securities and Exchange Commission (“SEC”) allowing for the future issuance, from time to time, of up to US$50 million in common shares of the Company (the “Common Shares”), warrants to purchase Common Shares, share purchase contracts of the Company, subscription receipts and units comprised of some or all of the foregoing securities (collectively, the “Securities”).

The Company filed a final short form base shelf prospectus base shelf prospectus with the securities commissions in each of the provinces and territories of Canada (the “Canadian Base Shelf Prospectus”), and a corresponding shelf registration statement on Form S-3 (the “Registration Statement”, and together with the Canadian Base Shelf Prospectus, the “Base Shelf Prospectus”) with the United States Securities and Exchange Commission (“SEC”) allowing for the future issuance, from time to time, of up to $50 million in common shares of the Company (the “Common Shares”), warrants to purchase Common Shares, share purchase contracts of the Company, subscription receipts and units comprised of some or all of the foregoing securities (collectively, the “Securities”).

Any amounts, prices and terms will be determined based on market conditions at the time of an offering and will be set out in an accompanying prospectus supplement.

4 unchanged sentences

and Cantor Fitzgerald & Co.

Agents” together with the Canadian Agents, the “Agents”) for an at-the-market equity program (“ATM Program”).

On the same date, the Company filed a prospectus supplement (the “Prospectus Supplement”) to the Canadian Base Shelf Prospectus and the US shelf registration statement on Form S-3 qualifying the distribution of the

Trilogy Metals Inc.

For the Quarter Ended May 31, 2025

Common Shares under the ATM Program.

Under the ATM Program and pursuant to the Distribution Agreement and the Prospectus Supplement, the Company may sell up to US$25 million of Common Shares.

Agents”, and together with the Canadian Agents, the “Agents”) for an at-the-market equity program (“ATM Program”).

Under the ATM Program and pursuant to the Distribution Agreement and the Prospectus Supplement, the Company may sell up to $25 million of Common Shares.

The Common Shares sold under the ATM Program, if any, will be sold at the prevailing market price at the time of sale.

The net proceeds of any such sales under the ATM Program are anticipated to be used for continued development of the UKMP and for general corporate purposes.

Bornite Preliminary Economic Assessment

On January 15, 2025, the Company announced the positive results of its Preliminary Economic Assessment Study (“Bornite PEA”) for the Bornite copper project.

Highlights of the Bornite PEA include the following:

● 1.9 billion pounds of copper over 17-year mine life;

● Potential to extend mine activity for the Upper Kobuk Mineral Projects to over 30 years;

● Pre-tax net present value (“NPV”) 8% of $552.0 million and an internal rate of return (“IRR”) of 23.6%;

● After-tax NPV 8% of $394.0 million and after-tax IRR of 20.0%.

The Bornite PEA describes the technical and economic viability of establishing an underground mining operation for a 6,000 tonne-per-day operation with a 17-year mine life.

The Bornite PEA assumes re-purposing the infrastructure described in the Company’s current Feasibility Study for the Arctic Project for the use with the Bornite Project once the Arctic deposit has been depleted.

More information on the Arctic Feasibility Study and the Bornite PEA can be accessed on the Company’s website at www.trilogymetals.com.

The net proceeds

Trilogy Metals Inc.

For the Quarter Ended August 31, 2025

of any such sales under the ATM Program are anticipated to be used for continued development of the UKMP and for general corporate purposes.

Budget -Trilogy

The Company has a 2025 fiscal year cash budget totaling $3.1 million.

For the three-month period ended May 31, 2025, we spent $1.2 million compared to budgeted cash expenditures of $1.0 million.

We incurred unplanned expenditures during the second quarter of $0.7 million for the Base Shelf Prospectus and ATM program, offset by the timing of our annual insurance payment of $0.5 million which we fully paid after the quarter ended, in June 2025.

For the six-month period ended May 31, 2025, we spent $2.0 million primarily for personnel costs, professional fees, regulatory and office expenses comparable with budgeted cash expenditures totaling $2.0 million.

Our overall corporate expenditures are tracking as planned except for the costs associated with the establishment of the Base Shelf Prospectus and ATM program.

The Company has an initial 2025 fiscal year budget totaling $3.1 million.

For the nine-month period ended August 31, 2025, we spent $3.1 million primarily for personnel costs, professional fees, regulatory and office expenses comparable with budgeted expenditures totaling $2.6 million.

Our overall corporate expenditures are tracking as planned to the initial budget except for the costs associated with the establishment of the Base Shelf Prospectus and ATM program, which was approved during the year by the Board of Directors.

Budget - Ambler Metals LLC

The board of Ambler Metals approved a 2025 fiscal year budget totaling $5.8 million to support external and community affairs, to maintain the State of Alaska mineral claims in good standing, and for the maintenance of physical assets.

For the six-month period ended May 31, 2025, Ambler Metals spent $1.9 million in expenses primarily related to salaries and wages, professional fees, engineering, and project support.

This compared to a budget amount of $2.2 million, resulting in expenditures being under budget by $0.3 million.

The variance was mainly due to delayed hiring and lower than expected general administrative expenses.

In addition, the board of Ambler Metals approved a supplemental budget of $0.6 million to support the Ambler Access Project for the same six-month period ended May 31, 2025.

For the six-month ended May 31, 2025, Ambler Metals incurred $0.4 million related to the Ambler Access Project costs, primarily consisting of subsistence committee meetings and community relations activities.

Trilogy Metals Inc.

For the Quarter Ended May 31, 2025

The board of Ambler Metals approved an initial 2025 fiscal year budget totaling $5.8 million to support external and community affairs, to maintain the State of Alaska mineral claims in good standing, and for the maintenance of physical assets.

For the nine-month period ended August 31, 2025, Ambler Metals spent $3.8 million in expenses primarily related to salaries and wages, professional fees, engineering, and project support.

This compared to a budget amount for the nine-month period of $4.0 million, resulting in expenditures being under budget by $0.2 million.

The variance was mainly due to delayed hiring and lower than planned general administrative expenses.

In addition, the board of Ambler Metals approved a supplemental budget of $0.8 million to support the Ambler Access Project for the nine-month period ended August 31, 2025.

For the nine-month ended August 31, 2025, Ambler Metals incurred $0.7 million related to the Ambler Access Project costs, primarily consisting of community engagement activities.

Summary of results

1 unchanged sentence

Three months ended

Six months ended

Nine months ended

August 31, 2025

August 31, 2024

August 31, 2025

August 31, 2024

General and administrative

3 unchanged sentences

Share of loss on equity investment

Comprehensive loss for the year

Comprehensive loss for the period

Basic and diluted loss per common share

For the three-month period ended May 31, 2025, we reported a net loss of $2.2 million compared to a net loss of $1.8 million for the three-month period ended May 31, 2024.

The increase in comprehensive loss in the second quarter of 2025, compared to the same quarter in 2024, was primarily driven by higher regulatory expenses and legal fees related to the Company’s Base Shelf Prospectus and ATM Program.

For the three-month period ended May 31, 2025, salaries increased due to executives receiving 100% of their base compensation in cash starting on March 1, 2025.

In comparison, during the same period in 2024, all of the base salary for the Company’s Chief Executive Officer and one-third of the base salaries for the other executives was paid in Restricted Share Units (“RSUs”) as part of a multi-year cash conservation initiative, which was recorded in stock-based compensation.

The increase in salaries was offset by a corresponding decrease in salaries and directors expense - stock-based compensation.

The increase in our share of loss of Ambler Metals was primarily driven by higher professional consulting fees related to engineering activities incurred during the second quarter and partially offset by a reduction in overall activities at the Ambler Access Project.

For the six-month period ended May 31, 2025, we reported a net loss of $5.8 million, compared to a net loss of $5.4 million for the same period in 2024.

The increase was primarily driven by higher regulatory expenses and legal fees related to the Company’s Base Shelf Prospectus and ATM Program of $0.7 million, as well as fees related to the preparation of the Bornite preliminary economic assessment study (the “Bornite PEA”) of $0.2 million.

Salaries increased due to executives receiving 100% of their base compensation in cash starting on March 1, 2025.

In comparison, during the same period in 2024, a portion of executive compensation was paid in RSUs.

Our share of losses from Ambler Metals for the six-month period ended May 31, 2025 remained comparable to the same period in 2024.

Additionally, overall corporate costs were partially offset by $0.4 million in interest income earned.

Liquidity and capital resources

During the six-month period ending May 31, 2025, we used $1.4 million in operating activities.

The majority of these funds was spent on corporate salaries, professional fees to complete the Bornite PEA, and the establishment of the Shelf Base Prospectus and ATM Program along with related regulatory filing fees with the United States and Canadian securities commissions.

In addition, the Company incurred annual listing fees for the NYSE American Exchange and the Toronto Stock Exchange during the first fiscal quarter.

These outflows were partially offset by $0.4 million in interest income earned .

As at May 31, 2025, we had $24.6 million in cash and cash equivalents and working capital, which we define as current assets less current liabilities, of $23.8 million.

There is sufficient cash on hand to fund the approved fiscal 2025 cash budget of $3.1 million.

For the three-month period ended August 31, 2025, we reported a net loss of $1.7 million compared to a net loss of $1.6 million for the three-month period ended August 31, 2024.

The increase in comprehensive loss in the third quarter of 2025, compared to the same quarter in 2024, was primarily driven by site activities of Ambler Metals during the summer for environmental baseline work and the start of a core re-boxing program.

For the nine-month period ended August 31, 2025, we reported a net loss of $7.5 million, compared to a net loss of $7.0 million for the same period in 2024.

The increase in net loss was primarily driven by higher regulatory expenses and legal fees related to the Company’s Base Shelf Prospectus and ATM Program and our share of losses from Ambler Metals for

Trilogy Metals Inc.

For the Quarter Ended May 31, 2025

To ensure sufficient liquidity in the future to support our operations, administration expenses and contributions for our share of Ambler Metals, we have an effective Base Shelf Prospectus that allows for the future issuance, from time to time, up to US$50.0 million in Securities.

We have also established an ATM Program whereby we may, from time to time and at our discretion, offer and sell the Common Shares having an aggregate gross sales price of up to US$25.0 million under the ATM Program, through the Agents, at the prevailing market price at the time of sale.

As at July 10, 2025, we have not utilized the ATM program.

For the Quarter Ended August 31, 2025

incorporating the environmental baseline work and core re-boxing program.

These increases were partially offset by lower office expenses and higher interest income earned.

Liquidity and capital resources

During the nine-month period ending August 31, 2025, we used $2.7 million in operating activities.

The majority of these funds was spent on corporate salaries, professional fees to complete the Bornite PEA, and the establishment of the Base Shelf Prospectus and ATM Program along with related regulatory filing fees with the United States and Canadian securities commissions.

In addition, the Company incurred annual listing fees for the NYSE American and the TSX during the first fiscal quarter.

These cash outflows were partially offset by $0.2 million received in financing activities related to the exercise of stock options.

As at August 31, 2025, we had cash and cash equivalents of $23.4 million and working capital of $23.4 million, which we define as current assets less current liabilities.

There is sufficient cash on hand to fund the initial fiscal 2025 budget of $3.1 million, as well as the subsequently approved expenditures related to the Base Shelf Prospectus and ATM Program.

We have also established an ATM Program whereby we may, from time to time and at our discretion, offer and sell the Common Shares having an aggregate gross sales price of up to $25.0 million under the ATM Program, through the Agents, at the prevailing market price at the time of sale.

As at September 30, 2025, we have not utilized the ATM program.

We believe our current cash position is sufficient to meet our working capital requirement for the next 12 months.

Additionally, we have access to capital markets to support any future funding needs related to joint venture contributions.

Beyond the next year, future cash requirements may vary materially from current expectations.

We may need to raise additional funds in the future to support our operations, administration expenses and our contributions for our share of Ambler Metals.

Off-balance sheet arrangements

1 unchanged sentence

Outstanding share data

As at July 10, 2025, we had 164,241,410 common shares issued and outstanding.

As at July 10, 2025, we had 12,015,234 stock options outstanding with a weighted-average exercise price of CDN$1.48, 3,206,355 DSUs, 304,605 Fixed DSUs and 1,798,338 RSUs outstanding.

As at July 10, 2025 we hold 5,144 NovaGold Resources Inc.

As at September 30, 2025, we had 164,311,410 common shares issued and outstanding.

As at September 30, 2025, we had 11,695,234 stock options outstanding with a weighted-average exercise price of CDN$1.45, 3,206,355 DSUs, 353,948 Fixed DSUs and 1,798,338 RSUs outstanding.

As at September 30, 2025 we have 5,144 NovaGold Resources Inc.

(“NovaGold”) DSUs for which the NovaGold director is entitled to receive one common share of Trilogy for every six NovaGold shares to be received upon their retirement from the NovaGold board.

5 unchanged sentences

Improvements to Reportable Segment Disclosures”.

ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss and interim disclosures of a reportable segment’s profit or loss and assets.

Trilogy Metals Inc.

For the Quarter Ended August 31, 2025

profit or loss and assets.

The standard is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2025, and subsequent interim periods, with early adoption permitted.

The Company is evaluating the impact of the guidance on the consolidated financial statements or disclosures.

The Company is evaluating the impact of the guidance on the consolidated financial statements.

Updates to Income Tax Disclosure

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.” ASU 2023-09 enhances the transparency and decision usefulness of income tax disclosures through changes to the rate reconciliation and income taxes paid information.

Improvements to Income Tax Disclosures”.

ASU 2023-09 enhances the transparency and decision usefulness of income tax disclosures through changes to the rate reconciliation and income taxes paid information.

The standard is effective beginning with the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2026, and subsequent interim periods, with early adoption permitted.

2 unchanged sentences

The most critical accounting estimates upon which our financial status depends are those requiring estimates of the recoverability of our equity method investment in Ambler Metals, income taxes and valuation of stock‐based compensation.

Trilogy Metals Inc.

For the Quarter Ended May 31, 2025

Impairment of Investment in Ambler Metals LLC

10 unchanged sentences

The evaluation of an uncertain tax position requires significant judgment, and a change in such recognition would result in an additional charge to the income tax expense and liability.

Trilogy Metals Inc.

For the Quarter Ended August 31, 2025

Stock-based compensation

6 unchanged sentences

Not applicable.

Trilogy Metals Inc.

For the Quarter Ended May 31, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis