What changed in this filing

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Item 1. Business

2026-02-17 compared with 2025-02-14 · 47 added, 27 removed, 137 unchanged (35% of the section changed)

27 unchanged sentences

Our business strategy is focused on creating value for stakeholders through our ownership and advancement of the Arctic Project and exploration and advancement of the Bornite Project with our joint venture partner, South32, and through the pursuit of similarly attractive mining projects.

● advance the Arctic Project towards development with key activities including increased definition of the NI 43-101 and S-K 1300 mineral resources and reserves contained in the Arctic Feasibility Study, additional metallurgical and geotechnical studies and the advancement of baseline environmental studies;

● advance the Arctic Project towards development with key activities including increased definition of the NI 43-101 and S-K 1300 mineral resources and reserves contained in the Company’s current technical studies (a feasibility study under NI 43-101 and a prefeasibility study under S-K 1300) for the Arctic Project (the “Arctic

Feasibility Study”), additional metallurgical and geotechnical studies and the advancement of baseline environmental studies;

● advance exploration in the Ambler Mining District and, in particular, at the Bornite Project, pursuant to the NANA Agreement (as more particularly described under “ History of Trilogy – Agreement with NANA Regional Corporation ”) through resource development and initial technical studies;

1 unchanged sentence

Significant Developments in 2025

● On January 15, 2025, the Company announced the positive results of its NI 43-101 Preliminary Economic Assessment Study/S-K 1300 Initial Assessment (“Bornite PEA”) for the Bornite copper project.

Highlights of the Bornite PEA include the following:

o 1.9 billion pounds of copper, mined over a 17-year mine life;

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

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

o After-tax NPV8% 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 Arctic Feasibility Study for the use with the Bornite Project once the Arctic deposit has been depleted.

● On May 27, 2025, the Company entered into an equity distribution agreement (the “May Distribution Agreement”) with BMO Nesbitt Burns Inc., Cantor Fitzgerald Canada Corporation, BMO Capital Markets Corp.

and Cantor Fitzgerald & Co.

for an at-the-market equity program (“May ATM Program”).

On the same date, the Company filed a prospectus supplement (the “May Prospectus Supplement”) to the Canadian base shelf prospectus and the US shelf registration statement on Form S-3 qualifying the distribution of the Common Shares under the May ATM Program.

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

The Common Shares sold under the May ATM Program, were to be sold at the prevailing market price at the time of sale.

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

In October 2025, pursuant to the May ATM Program the Company sold 3,513,495 shares of common stock at an average price of $7.12 per share for gross proceeds of $25.0 million and net proceeds of $24.3 million after commissions paid under the May Distribution Agreement.

The May ATM Program was terminated upon completion of these sales.

● On October 6, 2025, President Trump issued a decision under Section 1106 of the Alaska National Interest Lands Conservation Act (“ANILCA”), granting the permits for the Ambler Access Project (or “Ambler Road”).

The decision approved an appeal by the Alaska Industrial Development and Export Authority (“AIDEA”), a public corporation of the State of Alaska, to reverse the Biden Administration’s decision in June 2024 to select the “No Action Alternative” and terminate the previously issued right-of-way grant for the Ambler Road.

President Trump directed relevant agencies to promptly reinstate, grant and finalize all necessary permits and authorizations with terms necessary to assure adequate and feasible access for economic and other purposes, such as mining and use of the road for industrial and commercial access.

All federal right-of-way permits were subsequently issued and are currently in place.

● On October 6, 2025, the Company, South32 and Ambler Metals entered into a binding letter of intent with the U.S.

Department of War (“DOW”) for an investment to advance exploration and development of the Company’s UKMP.

The DOW will invest approximately $17.8 million in Trilogy Metals in exchange for 8,215,570 units at a price of $2.17 per unit, with each unit comprising of one common share of Trilogy Metals and 3/4 of a 10-year warrant.

Each full warrant would be exercisable to acquire up to 6,161,678 common shares at an exercise price of $0.01 per common share (“Trilogy Warrant”).

Concurrently, the DOW will pay approximately $17.8 million to South32 in exchange for 8,215,570 common shares of Trilogy Metals that South32 currently holds and a 10-year call option to acquire an additional 6,161,678 shares of Trilogy Metals from South32 at a price of $0.01 per share (“South32 Warrant”).

The Trilogy Warrant and the South32 Warrant are exercisable following completion of construction of the Ambler Road.

The entire proceeds of approximately $35.6 million from the transactions with the DOW will be reinvested in Ambler Metals.

No common shares were sold in the fourth quarter under the Nov ATM Program.

● On November 7, 2025, the Company entered into an equity distribution agreement with Cantor Fitzgerald C Co.

and BMO Capital Markets Corp., as lead agents (the “Lead Agents”), and Canaccord Genuity LLC, National Bank of Canada Financial Inc.

and Raymond James (USA) Ltd., for an at-the-market equity program pursuant to which the Company may offer and issue up to $200 million of Common Shares from time to time through the Lead Agents (“Nov ATM Program”).

The Offering is being made in the United States under the terms of the Company’s registration statement on Form S-3 filed with the SEC in November 2025 (“November Prospectus Supplement”).

No sales of Common Shares under this November Prospectus Supplement will be made in Canada, to anyone known by the Agents to be a resident of Canada or over or through the facilities of the TSX or any other exchange or market in Canada.

Significant Developments in 2024

● On April 22, 2024, the Company announced that the United States Bureau of Land Management (“BLM”) had filed the final Supplemental Environmental Impact Statement (“Final SEIS”) for the AAP on its website.

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On May 8, 2024, NANA Regional Corporation, Inc.

announced its withdrawal from further involvement with the AAP and stated its intentions to not renew the surface access permit with AIDEA upon its expiry this year.

announced its withdrawal from further involvement with the AAP and stated its intentions to not renew the surface access permit with AIDEA upon its expiry at the end of 2024.

● On June 28, 2024, the BLM issued the Record of Decision confirming its selection of the No Action Alternative and thus denied AIDEA’s application for a Right-Of-Way grant (“ROW Grant”) across BLM-managed lands and terminated the BLM ROW Grant issued to AIDEA on January 5, 2021.

Ambler Metals is working with AIDEA on next steps.

● In the months of May and June 2024, Ambler Metals returned a total of $25 million excess cash to Trilogy for ease of cash management.

1 unchanged sentence

● On January 25, 2023, the Company announced the second set of drilling results from the 2022 field season at the Upper Kobuk Mineral Projects and on February 27, 2023, the Company announced the third set of drilling results from the 2022 field season at the UKMP.

● On February 14, 2023, the Company announced an updated feasibility study technical report for the Arctic Project and an updated resource for the Bornite Project, and filed NI 43-101 technical reports for both projects with the Canadian securities regulators.

In addition, the Company announced technical report summaries for both projects prepared in accordance with S-K 1300 and which were filed as exhibits with the annual report on Form 10-K.

● On February 14, 2023, the Company announced an updated technical report for the Arctic Project and an updated resource for the Bornite Project, and filed NI 43-101 technical reports for both projects with the Canadian securities regulators.

In addition, the Company announced technical report summaries for both

projects prepared in accordance with S-K 1300 and which were filed as exhibits with the annual report on Form 10-K.

● On April 25, 2023, the Company completed non-brokered private placement of 5,854,545 Common Shares at a price of $0.55 per Common Share for gross proceeds of $3.2 million.

1 unchanged sentence

● On September 11, 2023, the Company provided an update on the activities at the UKMP with the Bornite camp opening.

● On October 19, 2023, the Company announced that the BLM had filed the draft Supplemental Environmental Impact Statement (“SEIS”) on its website https://eplanning.blm.gov/eplanning-ui/project/57323/570 and anticipated being in the federal register on October 20, 2023.

● On October 19, 2023, the Company announced that the BLM had filed the draft Supplemental Environmental Impact Statement (“SEIS”) on its website https://eplanning.blm.gov/eplanning-ui/project/57323/570, which was published in the federal register on October 23, 2023.

The draft SEIS was open for a 60-day public comment period, until December 19, 2023.

The BLM reconfirmed they anticipate a final SEIS is expected in the first quarter of 2024, and a Record of Decision within the second quarter of 2024.

Significant Developments in 2022

● On January 11, 2022, the Company announced the 2022 program and budget of approximately $28.5 million for the advancement of the UKMP located in Northwestern Alaska.

The budget was 100% funded by Ambler Metals.

● On January 20, 2022, the Company announced an updated mineral resource for the Bornite Project.

● On February 7, 2022, the Company announced that the AIDEA had formally approved the proposed plan and budget for the 2022 summer field season activities and services of up to $30.8 million for the Ambler Access Project.

The cost was shared 50/50 by AIDEA and Ambler Metals.

● On February 23, 2022, the Company announced that the United States Department of the Interior (“DOI”) filed a motion to remand the Final Environmental Impact Statement (“FEIS”) and suspend the right-of-way permits issued to AIDEA for the Ambler Access Project.

The DOI has stated that the suspension of the road permits will allow it to carry out additional supplemental work on the FEIS.

The motion also indicated that the DOI has requested that the lawsuits filed against the DOI by a coalition of national and Alaska environmental non-government organizations be suspended.

The lawsuits had been filed in response to the BLM issuance of the Joint Record of Decision (“JROD”), that authorized a right-of-way across federally managed lands for AIDEA and the AAP.

● On June 8, 2022, the Company announced that Ambler Metals had commenced mobilization for the upcoming exploration field program at the UKMP.

● On September 21, 2022, the Company announced that the BLM had published in the Federal Register a Notice of Intent (“NOI”) that it will prepare the SEIS for the proposed Ambler Mining District Industrial Access Road.

The NOI indicates that:

● The BLM will accept comments related to the SEIS for 45 days so that the BLM can determine which, if any, additional impacts and resources related to identified deficiencies should be more thoroughly assessed to facilitate integrating the BLM’s National Environmental Policy Act (“NEPA”) analysis with its ongoing Alaska National Interest Lands Conservation Act Section 810 and National Historic Preservation Act Section 106 processes;

● Input by Alaska Native Tribes and Corporations will continue to be of critical importance and that BLM will continue to consult with these entities under applicable guidance;

● Preparation of the SEIS in compliance with NEPA will additionally help the BLM to fulfill its obligations under applicable law.

● On November 23, 2022, the Company announced that the BLM submitted a status report in accordance with the Voluntary Remand dated May 17, 2022 stating that the comment period ended on November 4, 2022 for the scoping process of the SEIS and that the BLM currently anticipates publishing a draft SEIS during the second quarter of calendar year 2023, which will be open for public comment upon publication.

The BLM also anticipates publishing a final SEIS, conducting final pre-decision consultation with Alaska Native Tribes and Corporations, and issuing a Record of Decision, all within the fourth quarter of calendar year 2023.

History of Trilogy

24 unchanged sentences

Upon formation of the joint venture, the joint venture will assume all of the obligations of Ambler Metals and be entitled to all the benefits of Ambler Metals under the NANA Agreement in connection with the mine to be developed and the related Lands.

A party’s failure to pay its proportionate share of costs in connection with the joint

venture will result in dilution of its interest.

A party’s failure to pay its proportionate share of costs in connection with the joint venture will result in dilution of its interest.

Each party will have a right of first refusal over any proposed transfer of the other party’s interest in the joint venture other than to an affiliate or for the purposes of granting security.

28 unchanged sentences

Risk Factors, and Item 2 Properties, Environmental, Permitting, Social and Closure Considerations below .

As of November 30, 2024, we had 5 full-time employees, all except our CEO, were employed at our executive office in Vancouver, BC.

As of November 30, 2025, we had 5 full-time employees, and at February 17, 2026 we had 8 full-time employees, whom all except our CEO, were employed at our executive office in Vancouver, British Columbia, Canada.

The employees are engaged in accounting, investor relations, public company compliance activities and oversight activities related to our 50% ownership in Ambler Metals.

We have entered into executive employment agreements with the CEO and CFO (each as defined herein).

The majority of people working on the mineral projects are employed at our joint venture.

The operations of Ambler Metals is managed by an independent team with the majority of the staff working in Alaska, USA or other US states.

Information About Our Executive Officers

33 unchanged sentences

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-K

Item 1. Business