What changed in this filing

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Item 1A. Risk Factors

2026-02-17 compared with 2025-02-14 · 91 added, 36 removed, 327 unchanged (28% of the section changed)

Investing in our securities is speculative and involves a high degree of risk due to the nature of our business and the present stage of exploration of our mineral properties.

The following risk factors, as well as risks currently unknown to

us, could materially adversely affect our future business, operations and financial condition and could cause them to differ materially from the estimates described in forward-looking information relating to Trilogy, or our business, property or financial results, each of which could cause purchasers of securities to lose all or part of their investments.

The following risk factors, as well as risks currently unknown to us, could materially adversely affect our future business, operations and financial condition and could cause them to differ materially from the estimates described in forward-looking information relating to Trilogy, or our business, property or financial results, each of which could cause purchasers of securities to lose all or part of their investments.

Risks Related to the Company’s Mineral Properties

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We currently generate no mining operating revenue and must primarily finance exploration activity and the development of mineral projects by other means.

Once our share of the funding originally contributed by South32 to Ambler Metals (part of which was returned to us in 2024) has been expended, our ability to continue exploration, development and production activities, if any, will depend on our ability to obtain additional external financing.

Our ability to continue exploration, development and production activities, if any, will depend on our ability to obtain additional external financing.

Any unexpected costs, problems or delays could severely impact our ability to continue exploration and development activities.

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The costs, timing and complexities of developing our projects may be greater than anticipated because our property interests are not located in developed areas, and, as a result, our property interests are not currently served by appropriate road access, water and power supply and other support infrastructure.

Cost estimates may increase

significantly as more detailed engineering work is completed on a project.

Cost estimates may increase significantly as more detailed engineering work is completed on a project.

It is common in new mining operations to experience unexpected costs, problems and delays during construction, development and mine start-up.

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We cannot provide assurances that the proposed AAP that would provide access to the Ambler Mining District will be built, that it will be built in a timely manner, that the cost of accessing the proposed road will be reasonable, that it will be built in the manner contemplated, or that it will sufficiently satisfy the requirements of the Upper Kobuk Mineral Projects.

The proposed AAP requires significant permitting and approvals, and the JROD issued in 2020 is currently subject to lawsuits which could delay or prevent the project.

The proposed AAP requires significant permitting and approvals, and the JROD issued in 2020 is currently

subject to lawsuits which could delay or prevent the project.

Further, changes in the U.S.

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As the Upper Kobuk Mineral Projects are located in a remote area, exploration, development and production activities may be limited and delayed by inclement weather and a shortened exploration season.

The exploration of the UKMP Projects has also been impacted by COVID-19.

The exploration of the UKMP Projects was also impacted by COVID-19 and any future pandemic events may have a similar impact on the UKMP Projects.

We are dependent on a third party that participates in exploration and development of our Upper Kobuk Mineral Projects.

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(i) disagreement with our business partner on how to develop and operate the Upper Kobuk Mineral Projects efficiently;

(ii) inability to exert influence over certain strategic decisions

made in respect of the jointly-held Upper Kobuk Mineral Projects;

(ii) inability to exert influence over certain strategic decisions made in respect of the jointly-held Upper Kobuk Mineral Projects;

(iii) inability of our business partner to meet its obligations to the joint business or third parties;

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This could result in our not being compensated for our prior expenditures relating to the property.

NANA Agreement (as more particularly described under "History of Trilogy - Agreement with NANA Regional Corporation").

In addition, our ability to continue to explore and develop the property may be subject to agreements with other third parties including agreements with native corporations and first nations groups, for instance, the lands at the Upper Kobuk Mineral Projects are subject to the NANA Agreement (as more particularly described under "History of Trilogy - Agreement with NANA Regional Corporation").

We will incur losses for the foreseeable future.

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The relative strength of metal prices in past years has encouraged increases in mining exploration, development and construction activities around the world, which has resulted in increased demand for, and cost of, exploration, development and construction services and equipment.

Increased demand for and cost of services and equipment could result in delays if services or equipment cannot be obtained in a timely manner due to inadequate availability and may cause scheduling difficulties due to the need to coordinate the availability of services or equipment, any of which could materially increase project exploration, development and/or construction costs.

Increased demand for and cost of services and equipment could result in delays if services or equipment cannot be obtained in a timely manner due to inadequate availability and may

cause scheduling difficulties due to the need to coordinate the availability of services or equipment, any of which could materially increase project exploration, development and/or construction costs.

Risks Relating to the Mining Industry and Mineral Reserves

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● transportation.

Failure to comply with applicable laws and regulations may result in civil or criminal fines or penalties or enforcement actions, including orders issued by regulatory or judicial authorities enjoining, curtailing or closing operations or requiring corrective measures, installation of additional equipment or remedial actions, any of which could result in significant expenditures.

corrective measures, installation of additional equipment or remedial actions, any of which could result in significant expenditures.

We may also be required to compensate private parties suffering loss or damage by reason of a breach of such laws, regulations or permitting requirements.

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All of our exploration, potential development and production activities are subject to regulation by governmental agencies under various environmental laws.

These laws address emissions into the air, discharges into water, management of waste, management of hazardous substances, protection of natural resources, antiquities and

endangered species and reclamation of lands disturbed by mining operations.

These laws address emissions into the air, discharges into water, management of waste, management of hazardous substances, protection of natural resources, antiquities and endangered species and reclamation of lands disturbed by mining operations.

Environmental legislation is evolving, and the general trend has been towards stricter standards and enforcement, increased fines and penalties for noncompliance, more stringent environmental assessments of proposed projects and increasing responsibility for companies and their officers, directors and employees.

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● implementing uniform standards, controls, procedures and policies at the acquired business, as appropriate;

● to the extent that we make an acquisition outside of markets in which it has previously operated, conducting and managing operations in a new operating environment.

● to the extent that we make an acquisition outside of markets in which we have previously operated, conducting and managing operations in a new operating environment.

Acquiring additional businesses or properties could place increased pressure on our cash flow if such acquisitions involve a cash consideration.

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We are dependent on the services of key executives and other highly skilled and experienced personnel to advance our corporate objectives as well as the identification of new opportunities for growth and funding.

Giardini and Ms.

Sanders are currently our only executive officers.

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Some of our directors and officers have conflicts of interest as a result of their involvement with other natural resource companies.

Certain of our directors and officers also serve as directors or officers, in other companies involved in natural resource exploration and development or mining-related activities, including, in particular, NovaGold.

Certain of our directors and officers also serve as directors or officers, in other companies involved in natural resource exploration and development or mining-related activities.

To the extent that such other companies may participate in ventures in which we may participate in, or in ventures which we may seek to participate in, our directors and officers may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation.

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Any decision made by any of these directors and officers involving Trilogy will be made in accordance with their duties and obligations to deal fairly and in good faith with a view to the best interests of Trilogy and its shareholders.

In addition, each of the directors is required to declare and refrain from voting on any matter in which these directors may have a conflict of interest in accordance with the procedures set forth in the Business Corporations Act (British Columbia) and other applicable laws.

In addition, each of the directors is required to declare and refrain from voting on any matter in which these directors may have a conflict of interest in accordance with the procedures set

forth in the Business Corporations Act (British Columbia) and other applicable laws.

In appropriate cases, the Company will establish a special committee of independent directors to review a matter in which several directors, or management, may have a conflict.

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● the devaluation and volatility of global stock markets would impact the valuation of our equity and other securities;

● any future pandemic events similar to that of COVID-19 may also have similar impacts on general economic conditions.

Future sales or issuances of equity securities could decrease the value of any existing Common Shares, dilute investors’ voting power and reduce our earnings per share.

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Accordingly, Electrum will have significant influence in determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets and other significant corporate actions.

Unless significant participation of other shareholders takes place in such shareholder meetings, Electrum may be able to approve such matters itself.

Unless significant participation

of other shareholders takes place in such shareholder meetings, Electrum may be able to approve such matters itself.

The concentration of ownership of the shares by Electrum may:

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We do not intend to pay cash dividends on the Common Shares in the foreseeable future.

opportunities and conditions and other factors, or our Board determines that our shareholders could make better use of the cash.

We may be a “passive foreign investment company” in future periods, which may have adverse U.S.

We will not declare or pay any dividends until such time as our cash flow exceeds our capital requirements and will depend upon, among other things, conditions then existing including earnings, financial condition, restrictions in financing arrangements, business opportunities and conditions and other factors, or our Board determines that our shareholders could make better use of the cash.

The consummation of the transactions contemplated by the binding letter of intent with the U.S.

Government and the U.S.

Government’s ownership of significant equity interests in the Company may subject the Company and it stockholders to a number of additional risks and uncertainties, any of which could have a material adverse effect on the Company’s business, financial condition and results of operations or adversely impact the interests of our other sh areholders .

The binding letter of intent entered into on October 6, 2025 with the DOW, led by the Office of the Undersecretary of Defense for Acquisitions and Sustainment (OUSD (A&S)) and the Office of Strategic Capital (OSC), for the Strategic Investment, which provides that the DOW will purchase from the Company 8,215,570 units at a price of $2.17 per unit for an aggregate purchase price of approximately $17.8 million.

Each unit is comprised of one common share of Trilogy and 3/4 of a 10-year Trilogy Warrant.

Each Trilogy Warrant will be exercisable following completion of construction of the Ambler Road at an exercise price of $0.01 to acquire one common share of Trilogy.

Additionally, the DOW will purchase from South32, the Company’s joint venture partner at Ambler Metals, at a price of approximately $17.8 million 8,215,570 common shares of Trilogy that South32 currently holds and a 10-year call option to acquire an additional 6,161,678 common shares of Trilogy from South32 at a price of $0.01 per share, exercisable following completion of construction of the Ambler Road.

The aggregate 16,431,140 shares to be issued and/or transferred to the DOW pursuant

to the transactions above represents approximately 10% of the Company’s then issued and outstanding common shares.

The Company and South32 will reinvest the entire proceeds from the Strategic Investment in Ambler Metals to advance the exploration and development of the UKMP.

Unitl October 6, 2028, the DOW shall have a three-year right to appoint one independent third-party director with relevant corporate governance experience to the board of directors of Trilogy, subject to the approval of the Trilogy board of directors, not to be unreasonably withheld.

Finally, the letter of intent contains covenants to act in good faith regarding (i) a framework agreement among interested parties to establish the basis on which the Ambler Road can be permitted, financed and constructed, (ii) the DOW’s help to facilitate financing required for the construction of the Ambler Road in coordination with the State of Alaska, and (iii) certain permitting matters.

Finally, the binding letter of intent provides for limits on the Company’s incurrence of indebtedness for the next three years in excess of $1 billion.

The transaction is expected to close following the reauthorization of the Defense Production Act by the United States Congress and the completion by the U.S.

government of its Foreign Ownership, Control, or Influence (FOCI) review;

provided however, that if these conditions have not occurred prior to March 31, 2026 the letter of intent will terminate.

The closing of the Strategic Investment and the associated receipt of funds depends on the availability of appropriations from the legislative branch of the U.S.

government and the ability of the executive branch of the U.S.

government to obtain the funding and support contemplated by the transaction.

The legislative, judicial or executive branches of the U.S.

government could determine in the future that all or a portion of the transactions were unauthorized, void or voidable.

The issuance of common shares to the U.S.

government at a discount to the current market price is dilutive to existing shareholders, and shareholders may suffer significant additional dilution if the conditions to the Trilogy Warrant are triggered and the Trilogy Warrant is exercised.

In addition, enforcement against a government counterparty is inherently uncertain given the defenses available to the U.S.

The transactions contemplated by the letter of intent and the Strategic Investment may result in the U.S.

government becoming one of the Company’s larger shareholders.

government’s interests in the Company may not be the same as those of other shareholders, and the presence of an additional large shareholder may dilute the voting power of existing or future shareholders.

The contractual debt limitation may adversely impact the Company’s ability to raise capital.

The existence of a significant U.S.

government equity interest in the Company, and the U.S.

government’s substantial additional powers with respect to the laws and regulations impacting the Company, may impact the Company's ability to pursue potential future strategic transactions that may be beneficial to shareholders.

We may be a “passive foreign investment company” for our current and future tax years, which may have adverse U.S.

federal income tax consequences for U.S.

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Federal Income Tax Considerations – U.S.

Holders”) should be aware that we believe we were not a passive foreign investment company (“PFIC”) for the tax years ending November 30, 2020 and 2021, but we believe we were a PFIC for the tax years ending November 30, 2018, 2019, 2022, 2023 and 2024 and may be a PFIC in future tax years.

Holders”) should be aware that we believe that we were a “passive foreign investment company” (a “PFIC”) within the meaning of Section 1297(a) of the Internal Revenue Code of 1986, as amended, for our most recently completed tax year, and based on current business plans and financial expectations, we may be a PFIC in the current tax year and future tax years.

PFIC status depends on the composition of a company’s income and assets and the fair market of its assets (including goodwill) calculated on a yearly basis after the close of the taxable year, as well as on the application of complex statutory and regulatory rules that are subject to potentially varying or changing interpretations.

There can be no assurance that we will not be treated as a PFIC for any taxable year.

If we are a PFIC for any tax year during which a U.S.

Holder holds Common Shares, certain adverse U.S.

federal income tax consequences may apply to such U.S.

If we are a PFIC for any year during a U.S.

Holder’s holding period, then such U.S.

Holder generally will be required to treat any gain realized upon a disposition of Common Shares and any so-called “excess distribution” received on its Common Shares as ordinary income, and to pay an interest charge on a portion of such gain or distributions, unless the U.S.

Holder makes a timely and effective “QEF Election” or a “Mark-to-Market Election” (each as defined below under “ Certain U.S.

Federal Income Tax Considerations – Default PFIC Rules under Section 1291 of the Code ”).

In certain circumstances, the sum of the tax and the interest charge may exceed the total amount of proceeds realized on the disposition, or the amount of excess distribution received, by the U.S.

Holder who makes a QEF Election generally must report on a current basis its share of our net capital gain and ordinary earnings for any year in which we are a PFIC, whether or not we distribute any amounts to our shareholders.

Subject to certain limitations, these tax consequences may be altered if a U.S.

Holder makes a timely and effective QEF Election or a Mark-to-Market Election (each as defined below under the heading “Certain U.S.

Federal Income Taxation Considerations – Default PFIC Rules under Section 1291 of the Code”).

Holder who makes a QEF Election generally must report on a current basis its share of our net capital gain and ordinary earnings for any year in which we

are a PFIC, whether or not we distribute any amount to our shareholders.

We will make available to U.S.

Holders, upon their written request, information as to our status as a PFIC, as reasonably determined by us, and will provide to a U.S.

Holder all information and documentation that a U.S.

Holder making a QEF Election with respect to us that is required to obtain for U.S.

federal income tax purposes in the event we are a PFIC.

We may provide such information on our website.

Holder who makes the Mark-to-Market Election generally must include as ordinary income each year the excess of the fair market value of the Common Shares over the U.S.

Holder’s tax basis therein.

This paragraph is qualified in its entirety by the discussion below the heading “ Certain U.S.

Federal Income Tax Considerations .” Each U.S.

shareholder should consult its own tax advisor regarding the PFIC rules and the U.S.

federal income tax consequences of the acquisition, ownership, and disposition of Common Shares.

This paragraph is qualified in its entirety by the discussion below under the heading “Certain U.S.

Federal Income Taxation Considerations.” Each U.S.

Holder should consult its own tax advisor regarding the PFIC rules and the U.S.

federal income tax consequences of the acquisition, ownership, and disposition of their Common Shares.

Proposed legislation in the U.S.

Congress, including changes in U.S.

tax law may adversely impact the Company and the value of Common Shares.

tax law may adversely impact us and the value of our Common Shares.

Changes to U.S.

tax laws (which changes may have retroactive application) could adversely affect the Company or holders of Common Shares.

tax laws (which changes may have retroactive application) could adversely affect us or holders of our Common Shares.

In recent years, many changes to U.S.

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federal income tax laws are likely to continue to occur in the future.

Congress is currently considering numerous items of legislation which may be enacted prospectively or with retroactive effect, which legislation could adversely impact the Company’s financial performance and the value of Common Shares.

Congress is currently considering numerous items of legislation which may be enacted prospectively or with retroactive effect, which legislation could adversely impact our financial performance and the value of our Common Shares.

Additionally, U.S.

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If enacted, most of the proposals would be effective for the current or later years.

The proposed legislation remains subject to change, and its impact on the Company and purchasers of Common Shares is uncertain.

The proposed legislation remains subject to change, and its impact on us and purchasers of our Common Shares is uncertain.

Global climate change is an international concern and could impact our ability to conduct future operations.

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Future acquisitions of companies may provide us with challenges in implementing the required processes, procedures and controls in our acquired operations.

Acquired companies may not have disclosure control and procedures or internal control over financial reporting that are as thorough or effective as those required by securities laws currently applicable to us.

Acquired companies may not have

disclosure control and procedures or internal control over financial reporting that are as thorough or effective as those required by securities laws currently applicable to us.

Our business is subject to evolving corporate governance and public disclosure regulations that have increased both our compliance costs and the risk of noncompliance, which could have an adverse effect on our stock price.

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Our efforts to comply with new rules and regulations, including those promulgated under Dodd-Frank, have resulted in, and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.

Changes in U.S.

laws and policies regulating international trade may adversely impact the Company.

The activities of the current administration in the United States may result in legislative and regulatory changes that could have a material adverse effect on the Company and its financial condition.

In particular, there is uncertainty regarding U.S.

tariffs and support for existing treaty and trade relationships, including with Canada.

Although discussions continue between the United States and other countries, there remains significant uncertainty over whether tariffs or other restrictive trade measures or countermeasures will be implemented and, if so, the scope, impact and duration of any such measures.

A trade war or new tariffs barriers may potentially lead to increases or decreases in revenues due to higher or lower metal prices, but the overall effect would depend on changes in demand, production strategies, and operational costs.

Further, a trade war or new tariff barriers may potentially lead to increased costs and may result in uncertainty over mineral resources and reserve estimates in its technical reports.

Additionally, due to worldwide economic uncertainty, the availability and cost of funds for development and other costs have become increasingly difficult, if not impossible, to project.

In the future, we may be subject to legal proceedings.

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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 1A. Risk Factors