What changed in this filing

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Item 2. Properties

2026-02-17 compared with 2025-02-14 · 63 added, 55 removed, 1578 unchanged (7% of the section changed)

Trilogy’s principal business is the exploration and development of the Upper Kobuk Mineral Projects located in the Ambler Mining District in Northwest Alaska, United States.

The Upper Kobuk Mineral Projects are held by Ambler Metals LLC (“Ambler Metals”), a limited liability company owned equally by Trilogy and South32 Limited, and is comprised of the (i) Arctic Project, a development stage property, which contains a high-grade polymetallic volcanogenic massive sulfide deposit;

The Upper Kobuk Mineral Projects are held by Ambler Metals, a limited liability company owned equally by Trilogy and South32 Limited, and is comprised of the (i) Arctic Project, a development stage property, which contains a high-grade polymetallic volcanogenic massive sulfide deposit;

and (ii) Bornite Project, an exploration stage property, which contains a carbonate-hosted copper deposit.

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Bear Creek Mining Company (“BCMC”), an exploration subsidiary of Kennecott, optioned the Ruby Creek property from Berg in 1957.

The prospect became known as Bornite and Kennecott conducted extensive exploration over the next

decade, culminating in the discovery of the high-grade No.

The prospect became known as Bornite and Kennecott conducted extensive exploration over the next decade, culminating in the discovery of the high-grade No.

1 zone and the sinking of an exploration shaft to conduct underground drilling.

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With the passage of the Alaska National Interest Lands Conservation Act in 1980, which expedited native land claims outlined in the ANSCA and State lands claims under the Alaska Statehood Act, both the State of Alaska and NANA selected significant areas of land within the Ambler Mining District.

State selections covered much of the Ambler schist belt, host

to the volcanogenic massive sulphide deposits including the Arctic deposit, while NANA selected significant portions of the Ambler Lowlands to the immediate south of the Arctic deposit as well as much of the Cosmos Hills including the area immediately around Bornite.

State selections covered much of the Ambler schist belt, host to the volcanogenic massive sulphide deposits including the Arctic deposit, while NANA selected significant portions of the Ambler Lowlands to the immediate south of the Arctic deposit as well as much of the Cosmos Hills including the area immediately around Bornite.

In 1995, Kennecott renewed exploration in the Ambler schist belt containing the Arctic deposit patented claims by staking an additional 48 state claims at Nora and 15 state claims at Sunshine Creek.

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VMS-like stratabound mineralization can be found along the entire 110 km strike length of the district.

Immediately south of the Schist belt, in the Cosmos Hills, a time equivalent section of the Anirak Schist includes the approximately 1 km thick Bornite Carbonate

Immediately south of the Schist belt, in the Cosmos Hills, a time equivalent section of the Anirak Schist includes the approximately 1 km thick Bornite Carbonate Sequence.

Mineralization of both the VMS-like deposits of the Schist belt and the carbonate-hosted deposits of the Cosmos Hills has been dated at 375 to 387 Ma (Selby et al., 2009;

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Trace amounts of electrum are also present.

Gangue minerals

associated with the mineralized horizons include quartz, barite, white mica, chlorite, stilpnomelane, talc, calcite, dolomite and cymrite.

Gangue minerals associated with the mineralized horizons include quartz, barite, white mica, chlorite, stilpnomelane, talc, calcite, dolomite and cymrite.

Deposit Types

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The tonnage, grades, and stratigraphic setting of the Arctic deposit, and its broader tectonostratigraphic setting, are similar to other felsic siliclastic VMS environments globally.

The deposit has strong similarities to deposits found the Finlayson Lake VMS district, Yukon, Bathurst district, New Brunswick, and some parts of the Iberian Pyrite Belt, Spain-Portugal (Piercey, 2022).

The deposit has strong similarities to deposits found in the Finlayson Lake VMS district, Yukon, Bathurst district, New Brunswick, and some parts of the Iberian Pyrite Belt, Spain-Portugal (Piercey, 2022).

A VMS model is considered applicable for use in exploration targeting in the Arctic Project area.

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Geotechnical Structural Mapping

Work Completed

Arctic deposit surface geology

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Ambler Mining District and Cosmos Hills with infill over Arctic, Sunshine and Horse-Cliff

Work Completed

Stream silts – core area prospects

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Soils - VTEM 26-29, JA Creek, West Dead Creek, Dead Creek

Soils - Sub Arctic Valley, South Cliff, VTEM 26-29, VTEM-41, VTEM-23 , East and West Sunshine, Tom Tom, Kogo/White Creek, SK, Cynbad, East Arctic, West Dead Creek, Dead

Work Completed

Creek, 98-9/Pipe, Z, Nora, Ambler, Nani

Soils - Sub Arctic Valley, South Cliff, VTEM 26-29, VTEM-41, VTEM-23 , East and West Sunshine, Tom Tom, Kogo/White Creek, SK, Cynbad, East Arctic, West Dead Creek, Dead Creek, 98-9/Pipe, Z, Nora, Ambler, Nani

Streams silts - Core area prospects

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Static kinetic tests and ABA update - ongoing

Work Completed

2015, 2016, 2017, 2018, 2019, 2021

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In general, the samples tested produced similar metallurgical performances and the Arctic Project has seen the development of a robust metal recovery process to support the current operational plans.

conducted included mineralogy and flotation testing, locked cycle tests, comminution tests, copper/lead separation testwork, talc optimization testwork, and thickening and filtration testing.

Work conducted included mineralogy and flotation testing, locked cycle tests, comminution tests, copper/lead separation testwork, talc optimization testwork, and thickening and filtration testing.

Testwork can be broken into four key time periods:

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Subsequent testwork to better define the copper and lead separation process was conducted in 2017, including a more detailed evaluation of the precious metal deportment in the copper and lead separation process.

Grindability testing was completed during both the SGS Burnaby and ALS Metallurgy testwork programs to support the design and economics of efficient grinding of the Arctic materials.

Grindability testing was completed during both the SGS Burnaby and ALS Metallurgy testwork programs to support the design and economics of efficient grinding of Arctic materials.

SAG mill test results included a single JKTech drop-weight test and 19 SAG media competency tests using variability samples.

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The resources were classified according to their proximity to the sample data locations and are reported using the standards and definitions in S-K 1300 in the S-K 1300 Arctic Report.

The tonnes, grade, and classification are the same under the two standards of S-K 1300 and CIM Definition Standards for Mineral Resources and Mineral Reserves (May 2014) for those estimates reported in this document.

The tonnes, grade, and

classification are the same under the two standards of S-K 1300 and Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) Definition Standards for Mineral Resources and Mineral Reserves (May 2014) for those estimates reported in this document.

Model blocks estimated by three or more drill holes spaced at a maximum distance of 100 m are included in the Indicated category.

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The table below shows Mineral Resources on a 100% basis as well as Trilogy’s attributable interest of 50% of the tonnes and metal content.

Table 7a – S-K 1300 Mineral Resource Summary Table, Exclusive of Mineral Reserves

Table 7a – Mineral Resource Summary Table, Exclusive of Mineral Reserves

Average Grade

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Inferred – 50% Attributable Interest

Mineral Resources were reported in the S-K 1300 Arctic Report effective as of November 30, 2022 and the NI 43-101 Arctic Report with an effective date of November 15, 2022.

A Qualified Person and an employee of the Company, has approved the mineral resources included in this Annual Report on Form 10-K as of November 30, 2025 and reviewed the resources and material assumptions in the S-K 1300 Arctic Report and confirmed that the resources and material assumptions remain current as of November 30, 2025.

Mineral Resources were prepared in accordance with the standards and definitions of S-K 1300.

Mineral Resources in the S-K 1300 Arctic Report were prepared in accordance with the standards and definitions of S-K 1300.

Mineral Resources in the NI 43-101 Arctic Report were prepared in accordance with the CIM Mineral Resources and Mineral Reserves Definitions Standards.

Mineral Resources stated are contained within a conceptual pit shell developed using metal prices of $3.00/lb Cu, $0.90/lb Pb, $1.00/lb Zn, $1,300/oz Au and $18/oz Ag and metallurgical recoveries of 92% Cu, 77% Pb, 88% Zn, 63% Au and 56% Ag and operating costs of $3/t mining and $35/t process and general and administrative costs.

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Figures may not sum due to rounding.

Table 7b – NI 43-101 Mineral Resource Summary Table, Inclusive of Mineral Reserves

Table 7b – Mineral Resource Summary Table, Inclusive of Mineral Reserves

Average Grade

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Confidence Category

Mineral Resources are current as of November 30, 2022 and were verified by a Wood QP.

Indicated -50% Attributable Interest

Inferred -50% Attributable Interest

Mineral Resources were reported in the S-K 1300 Arctic Report effective as of November 30, 2022 and the NI 43-101 Arctic Report with an effective date of November 15, 2022.

Mineral Resources in the S-K 1300 Arctic Report were prepared in accordance with the standards and definitions of S-K 1300.

Mineral Resources in the NI 43-101 Arctic Report were prepared in accordance with the CIM Mineral Resources and Mineral Reserves Definitions Standards.

Mineral Resources stated are contained within a conceptual pit shell developed using metal prices of $3.00/lb Cu, $0.90/lb Pb, $1.00/lb Zn, $1300/oz Au and $18/oz Ag and metallurgical recoveries of 92% Cu, 77% Pb, 88% Zn, 63% Au and 56% Ag and operating costs of $3/t mining and $35/t process and G&A.

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All of the Indicated Mineral Resources were converted to Probable Mineral Reserves.

The point of reference for reporting the Mineral Reserves is at delivery to the mill, as such, the Mineral Reserves for the Arctic deposit incorporate appropriate mining dilution and mining recovery estimations.

The point of reference for reporting the Mineral Reserves is at delivery to the processing plant, as such, the Mineral Reserves for the Arctic deposit incorporate appropriate mining dilution and mining recovery estimations.

The pit shell that defines the ultimate pit limit was derived in Whittle using the Pseudoflow pit optimization algorithm.

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A Qualified Person and an employee of the Company, has reviewed the reserves and material assumptions in the S-K 1300 Arctic Report and confirmed that the reserves and the material assumptions remain current as of November 30, 2025.

Mineral Reserves in the S-K 1300 Arctic Report were prepared in accordance with the standards and definitions of S-K 1300.

Mineral Reserves in the NI 43-101 Arctic Report were prepared in accordance with the CIM Mineral Resources and Mineral Reserves Definitions Standards.

Mineral Reserves were estimated assuming open pit mining methods and include a combination of internal and contact dilution.

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The Arctic Project area includes the Ambler Lowlands and Subarctic Creek within the Shungnak River drainage.

A significant amount of baseline environmental data collection has occurred in the area including surface and groundwater

quality sampling, surface hydrology monitoring, wetlands mapping, aquatic life surveys, avian and mammal habitat surveys, cultural resource surveys, hydrogeology studies, meteorological monitoring, and ML/ARD studies.

A significant amount of baseline environmental data collection has occurred in the area including surface and groundwater quality sampling, surface hydrology monitoring, wetlands mapping, aquatic life surveys, avian and mammal habitat surveys, cultural resource surveys, hydrogeology studies, meteorological monitoring, and ML/ARD studies.

Permitting Considerations

Current mineral exploration activities are conducted at the Arctic deposit under State of Alaska and NWAB permits.

The State of Alaska Miscellaneous Land Use Permit and the NWAB Permit both expired at the end of 2022 and will be renewed.

The State of Alaska Miscellaneous Land Use Permit and the NWAB Permit expire annually and are currently being renewed.

Mine development permitting will be largely driven by the underlying land ownership with regulatory requirements varying depending on land ownership.

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The population in these villages are 151 in Kobuk (2020 Census), 210 in Shungnak (2020 Census), and 275 in Ambler (2020 Census).

Residents largely live a subsistence lifestyle with incomes supplemented

by guiding, local development projects, employment through tribal and city councils, government aid, and employment both in and outside of their home villages.

Residents largely live a subsistence lifestyle with incomes supplemented by guiding, local development projects, employment through tribal and city councils, government aid, and employment both in and outside of their home villages.

The Arctic Project has the potential to significantly improve work opportunities for residents during the exploration phase, construction, and during full operation.

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If, following receipt of a feasibility study and the release for public comment of a related draft environmental impact statement, Ambler Metals decides to proceed with construction of a mine on the lands subject to the NANA Agreement, Ambler Metals will notify NANA in writing and NANA will have 120 days to elect to either (a) exercise a non-transferrable back-in-right to acquire between 16% and 25% (as specified by NANA) of that specific project;

or (b) not exercise its back-in-right, and instead receive a net proceeds royalty equal to 15% of the net proceeds realized by Ambler Metals from such project.

to exercise such back-in-right is equal to the percentage interest in the property multiplied by the difference between (i) all costs incurred by Ambler Metals or its affiliates on the property, including historical costs incurred prior to the date of the NANA Agreement together with interest on the historical costs;

or (b) not exercise its back-in-right, and instead

receive a net proceeds royalty equal to 15% of the net proceeds realized by Ambler Metals from such project.

The cost to exercise such back-in-right is equal to the percentage interest in the property multiplied by the difference between (i) all costs incurred by Ambler Metals or its affiliates on the property, including historical costs incurred prior to the date of the NANA Agreement together with interest on the historical costs;

and (ii) $40 million (subject to exceptions).

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The State of Alaska permit for exploration on the Bornite property, known as the Annual Hardrock Exploration Activity (“AHEA”) Permit, is obtained and renewed every five years through the ADNR – Division of Mining, Land and Water.

Trilogy Metals held an AHEA exploration permit in good standing with the ADNR and has done so each year since 2004 under Alaska Gold.

An AHEA exploration permit has been held in good standing with the ADNR and has done so each year since 2004 under a subsidiary of NovaGold and now under Trilogy Metals.

The Bornite property is within the NWAB therefore requiring a Title 9 Miscellaneous Land Use permit for mineral exploration, fuel storage, gravel extraction, and the operation of a landfill.

The Bornite camp, Bornite landfill, and Dahl Creek camp are permitted by the ADEC.

The Bornite camp, Bornite landfill, and Dahl Creek camp are

permitted by the ADEC.

After the formation of the joint venture, Ambler Metals has renewed the necessary permits for exploration and related camp operations.

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We have minimal information or documentation associated with these geophysical surveys conducted prior to the 1990s.

Where data are available in these earlier surveys, the lack of details in data acquisition, coordinate systems, and data

reduction procedures limit their usefulness.

Where data are available in these earlier surveys, the lack of details in data acquisition, coordinate systems, and data reduction procedures limit their usefulness.

The only complete geophysical report that is available concerns down-hole IP/resistivity results.

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this resulted in significant differences when compared to the previously summarized interpretations.

The Bornite succession is now understood to be a carbonate slope deposit characterized by

(a) lime mudstone, exported to the slope from a contemporaneous shallow-marine carbonate factory, variably mixed with and interlayered with (b) background argillaceous sediment that is locally carbonaceous.

The Bornite succession is now understood to be a carbonate slope deposit characterized by (a) lime mudstone, exported to the slope from a contemporaneous shallow-marine carbonate factory, variably mixed with and interlayered with (b) background argillaceous sediment that is locally carbonaceous.

Superimposed on these calcite-dominated normal slope strata are locally impressive thicknesses of dolomudstone-clast conglomerate (formerly breccia).

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Drill results from 2013 show dolomitization and copper mineralization in the Upper and Lower Reefs coalescing into a single unit along the northern limits of current exploration.

The northeast- trending Ruby Zone and South Reef areas also coalesce into a roughly 1,000 m wide zone of >200 m thick dolomite containing significant copper mineralization dipping north at roughly 5 to 10°.

The northeast- trending Ruby Zone and South Reef areas also

coalesce into a roughly 1,000 m wide zone of >200 m thick dolomite containing significant copper mineralization dipping north at roughly 5 to 10°.

The 2017 drill results show that the mineralized dolomite interval continues for at least another 700m down-dip to the northeast from mineralization in the Upper and Lower Reefs.

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In 2006, NOVAGOLD contracted Fugro Airborne Surveys to complete a detailed helicopter DIGHEM (frequency-domain EM), magnetic and radiometric survey of the Cosmos Hills.

The survey covered a rectangular block approximately 18 km

by 49 km which totalled 2,852-line km.

The survey covered a rectangular block approximately 18 km by 49 km which totalled 2,852-line km.

The survey was flown at 300 m line spacing with a line direction of N20E.

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This 2D acquisition program was designed to test whether seismic reflection was suitable for the Bornite deposit and to understand the logistics of any future 3D seismic survey over the project area.

Two 6 km 2D seismic lines, a dip line and a strike line, were acquired with a total of 792 unique source locations to attempt to image hanging wall and footwall shears;

Two 6 km 2D seismic lines, a dip line and a strike line, were acquired with

a total of 792 unique source locations to attempt to image hanging wall and footwall shears;

other faults and shears;

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and any alteration associated with mineralization.

Acquisition of this 2D

dataset used 500 g seismic charges as a means of producing seismic energy.

Acquisition of this 2D dataset used 500 g seismic charges as a means of producing seismic energy.

All seismic vibrations were measured on a fully active line of 1,189 geophone receivers which provided up to 6 km of offset on either side of the source using the Aries I seismic acquisition system.

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Hole RC21-0267 tested the down-dip projection of weakly mineralized dolomitic breccia mapped in the saddle between Coxcomb Ridge and Pardner Hill.

The hole intersected argillaceous phyllite (probable Beaver Creek) followed by Bornite sequence:

alternating tan phyllitic limestone, tan limey phyllite, argillaceous/carbonaceous phyllitic limestone, limestone

clastic breccia, limestone, and argillaceous limestone clastic breccias and dolostone clastic breccia.

The hole intersected argillaceous phyllite (probable Beaver Creek) followed by Bornite

alternating tan phyllitic limestone, tan limey phyllite, argillaceous/carbonaceous phyllitic limestone, limestone clastic breccia, limestone, and argillaceous limestone clastic breccias and dolostone clastic breccia.

Trace to locally 1% chalcopyrite, with lesser amounts of sphalerite, and tennantite/tetrahedrite occur through-out a 180 m thickness of dolostone clastic breccia, mostly as disseminations within the breccia matrix and in this carbonate veins.

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In the initial years of drilling at Bornite, Kennecott relied on AX diameter core (30.2 mm diameter), but, as drilling migrated towards deeper targets, a change to BX diameter core (41.3 mm diameter) was implemented to help limit deviation.

From 1966 to 1967, drilling activity at Bornite moved underground and EX diameter core (21.5 mm diameter) was implemented to define the Ruby Zone Upper Reef “No.1 Ore Body”.

In 1968, drilling activity moved back to the

surface and from 1968 to 1972, BX diameter core was most commonly drilled.

From 1966 to 1967, drilling activity at Bornite moved underground and EX diameter core (21.5 mm diameter)

was implemented to define the Ruby Zone Upper Reef “No.1 Ore Body”.

In 1968, drilling activity moved back to the surface and from 1968 to 1972, BX diameter core was most commonly drilled.

In later years, core size increased to NX (54.0 mm diameter) and finally, in 2011, core size increased to NQ (47.6 mm diameter) and HQ (63.5 mm diameter).

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Preliminary geotechnical data was collected from drill core such as RQD and limited hydrogeology data has been obtained which is sufficient to support early-stage resource estimation.

The Wood QP is not aware of any drilling,

sampling or recovery factors that could materially impact the accuracy and reliability of the copper results supporting the mineral resource estimate other than what is described in the sections that follow.

The Wood QP is not aware of any drilling, sampling or recovery factors that could materially impact the accuracy and reliability of the copper results supporting the mineral resource estimate other than what is described in the sections that follow.

Sampling, Analysis and Data Verification

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Wood’s geology and resource QP visited the Bornite property from August 29 to September 8, 2022.

During the visit, he reviewed drill core, measured drill collars with a handheld GPS unit, visited the historical trench area and viewed the

deposit area by helicopter.

During the visit, he reviewed drill core, measured drill collars with a handheld GPS unit, visited the historical trench area and viewed the deposit area by helicopter.

Wood’s geology and resource QP also measured five surface drill collars with a handheld GPS unit.

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There is potential for reasonable prospects of eventual economic extraction for cobalt with additional drill information and metallurgical test work to establish the appropriate process options available to produce marketable pyrite-cobalt concentrate.

Currently there is insufficient information to identify reasonable process method for economic recovery of cobalt or a market for the pyrite-cobalt concentrate.

Currently there is insufficient information to identify reasonable process methods for economic recovery of cobalt or a market for the pyrite-cobalt concentrate.

The Bornite deposit comprises several zones of relatively continuous moderate- to high-grade copper mineralization that extends from surface to depths of more than 800 m below surface.

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Total Inferred – 50% Attributable Interest

Wood is the third-party firm responsible for preparing the mineral resource estimate.

Mineral resources are prepared in accordance with S-K 1300 definitions.

Mineral Reources were reported in the S-K 1300 Bornite Report effective as of November 30, 2024 and the NI 43-101 Bornite Report with an effective date of November 30, 2024.

A Qualified Person and an employee of the Company, has approved the mineral resources included in this Annual Report on Form 10-K as of November 30, 2025 and reviewed the resources and material assumptions in the S-K 1300 Bornite Report and confirmed that the resources and material assumptions remain current as of November 30, 2025.

Mineral Resources in the S-K 1300 Bornite Report were prepared in accordance with the standards and definitions of S-K 1300.

Mineral Resources in the NI 43-101 Bornite Report were prepared in accordance with the CIM Mineral Resources and Mineral Reserves Definitions Standards.

Mineral resources are exclusive of mineral reserves.

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Figures may not sum due to rounding.

The mineral resource estimates are shown on a 100% ownership basis, of which Trilogy Metals’ share is 50%.

The Mineral Resource estimates are shown on 100% and 50% basis.

Trilogy's attributable interest is 50%.

Table 2 – Portions of South Reef Mineral Resource Amenable to Underground Mining

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Trilogy’s attributable interest is 50% of the tonnage and contained metals.

For additional information, please see the footnotes to Table 1 above.

Some of the in-pit mineral resources are of sufficiently high grade to allow mining by underground mining methods which allows flexibility on how they could eventually be extracted.

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Trilogy’s attributable interest is 50% of the tonnage and contained metal.

For additional information, please see the footnotes to Table 1 above.

Processing and Recovery Operations

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The results of the economic analysis excluding inferred mineral resources would not be economically viable.

The Bornite Project is most sensitive to changes in copper selling price and copper feed grade, followed by changes to operating cots and total capital costs.

The Bornite Project is most sensitive to changes in copper selling price and copper feed grade, followed by changes to operating costs and total capital costs.

Table 6 – Financial Results

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Mineral Resource Estimate Comparison for Bornite Between November 30, 2024 and 2023

There has been no material change in the mineral resource estimate for Bornite.

For ease of comparison, the estimates for each project are shown on a 100% basis.

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Total Inferred

Figures may not sum due to rounding.

Internal Controls Over Mineral Resource and Reserve Estimates

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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 2. Properties