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Item 7. Management’s Discussion and Analysis

2026-02-17 compared with 2025-02-14 · 115 added, 144 removed, 152 unchanged (63% of the section changed)

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(“Trilogy”, “the Company”, “us” or “we”) is dated February 16, 2026 and provides an analysis of our audited financial results for the year ended November 30, 2025 compared to the year ended November 30, 2024.

A discussion of our year ended November 30, 2024 compared to November 30, 2023 is contained in our report on Form 10-K for the year ended November 30, 2024.

A discussion of our year ended November 30, 2025 compared to November 30, 2024 is contained in this report on Form 10-K for the year ended November 30, 2025.

The following information should be read in conjunction with our November 30, 2025 audited consolidated financial statements and related notes which were prepared in accordance with United States generally accepted accounting principles (“U.S.

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Geo, VP 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.

Trilogy’s shares are listed on the Toronto Stock Exchange (“TSX”) and the NYSE American under the symbol “TMQ”.

Trilogy’s shares are listed on the Toronto Stock Exchange (“TSX”) and the NYSE American LLC (the “NYSE American”) under the symbol “TMQ”.

Additional information related to Trilogy, including our annual report on Form 10-K, is available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov .

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The Company also conducts early-stage exploration through a wholly owned subsidiary, 995 Exploration Inc.

Corporate developments

The Company had a 2024 fiscal year cash budget totaling $2.8 million.

For the fiscal year ended November 30, 2024, we used $2.7 million in operating activities mainly for personnel costs, professional fees, regulatory and office expenses.

Corporate activities

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”, 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.

Base Shelf Prospectus became effective on April 14, 2025.

The Canadian Base Shelf Prospectus will remain effective for 25 months, while the Registration Statement will remain effective for three years.

At-The-Market Offering

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 31, 2025, the Company filed a prospectus as part of its automatic shelf registration statement on Form S-3 with the SEC.

This registration allows the Company to issue, from time to time, various securities including Common Shares, warrants to purchase Common Shares (the “Warrants”), share purchase contracts, subscription receipts, and units comprised of some or all of the foregoing securities (collectively, the “Securities”) or any combination thereof in one or more transactions under this shelf prospectus (the “US Prospectus”).

Securities may be offered separately or together, at times, in amounts, at prices and on terms to be determined based on market conditions at or prior to the time of each offering and set forth in an accompanying shelf prospectus supplement.

On November 7, 2025, the Company entered into an equity distribution agreement with Cantor Fitzgerald & 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 (“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.

No sales were made under the Nov ATM Program in the fourth quarter of 2025.

Government Support

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 of Trilogy Metals at a price of $0.01 per 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.

Property review

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The UKMP Projects comprise approximately 448,217 acres (181,387 hectares) consisting of the Ambler and Bornite lands.

On October 19, 2011, NANA Regional Corporation, Inc.

(“NANA”), an Alaska Native Corporation headquartered in Kotzebue, Alaska, and Trilogy Metals US entered an Exploration Agreement and Option Agreement (as amended, the “NANA Agreement”) for the cooperative development of NANA’s respective resource interests in the Ambler Mining District of Northwest Alaska.

On October 19, 2011, NANA, an Alaska Native Corporation headquartered in Kotzebue, Alaska, and Trilogy Metals US entered an Exploration Agreement and Option Agreement (as amended, the “NANA Agreement”) for the cooperative development of NANA’s respective resource interests in the Ambler Mining District of Northwest Alaska.

Upon the formation of Ambler Metals, the Company assigned its rights and obligations under the NANA Agreement to Ambler Metals.

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Arctic Project

The Ambler lands, which host a number of deposits, including the high-grade copper-zinc-lead-gold-silver Arctic Project, and other mineralized occurrences within a 100-kilometer-long volcanogenic massive sulfide (“VMS”) belt.

The Ambler lands are located in Northwestern Alaska and consist of 185,805 acres (75,192 hectares) of Federal patented mining claims which hosts the Arctic deposit and State of Alaska mining claims which we are actively exploring, within which VMS mineralization has been found.

Prior to the formation of the Joint Venture on February 11, 2020, we had recorded the Ambler lands as a mineral property with acquisition costs capitalized and exploration costs expensed in accordance with our accounting policies.

The Ambler lands, which host a number of deposits, include the high-grade copper-zinc-lead-gold-silver Arctic Project, and other mineralized occurrences within a 100-kilometer-long volcanogenic massive sulfide (“VMS”) belt.

The Ambler lands are located in Northwestern Alaska and consist of 185,805 acres (75,192 hectares) of Federal patented mining claims which hosts the Arctic deposit and State of Alaska mining claims which Ambler Metals is actively exploring, within which VMS mineralization has been found.

Bornite Project

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The amounts paid to NANA were recorded as acquisition costs for the Bornite Project.

Prior to the formation of the Joint Venture on February 11, 2020, we had accounted for the Bornite property as a mineral property with acquisition costs capitalized and exploration costs expensed in accordance with our accounting policies.

On January 15, 2025, the Company announced the positive results of its Preliminary Economic Assessment Study/Initial Assessment (“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 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.

Ambler Metals

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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.

During the fiscal year ended November 30, 2024, Ambler Metals expended $4.6 million on salaries and wages, professional fees, engineering, project support costs and mineral property expenses, excluding the Ambler Access Project (the “AAP”) costs.

The board of Ambler Metals also approved a 2024 fiscal year budget totaling $2.5 million to support the AAP.

During the fiscal year ended November 30, 2024, Ambler Metals funded $1.7 million to the Alaska Industrial Development and Export Authority (“AIDEA”) in support of the AAP.

During the second and third quarter of 2024, Trilogy and South32 agreed to return excess cash held by Ambler Metals to the owners for ease of cash management.

Ambler Metals returned $50 million to the owners, of which Trilogy received a total of $25 million in the months of May and June.

During the fiscal year ended November 30, 2025, Ambler Metals spent $5.6 million in expenses primarily related to salaries and wages, professional fees, engineering, and project support.

In addition, the board of Ambler Metals also approved supplement budgets totaling $1.2 million to support the AAP.

During the fiscal year ended November 30, 2025, Ambler Metals incurred $1.0 million related to the Ambler Access Project costs, primarily consisting of continuity engagement activities.

Ambler Mining District Industrial Access Project (“AMDIAP” or “Ambler Access Project”)

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

The final SEIS identifies “No Action” as the BLM’s preferred alternative.

The proponent for the AAP is AIDEA which is a public corporation of the State of Alaska.

AIDEA’s purpose is to promote, develop, and advance general prosperity and economic welfare of the people of Alaska.

AIDEA strongly objected to both the process used by the BLM to reach a “No Build” decision and the effect of the decision which AIDEA believes illegally blocks access to statehood lands, minerals, and federally patented mining claims.

On May 8, 2024, NANA announced its withdrawal from further involvement with the AAP and stated its intentions to not renew the surface access permit with AIDEA upon the permit’s expiry during the year.

On June 28, 2024, the BLM issued the Record of Decision confirming their selection of the No Action alternative and thus denied AIDEA’s application for a right-of-way grant (“ROW Grant”) across BLM-managed lands which terminated the BLM ROW Grant issued to AIDEA on January 5, 2021.

On January 20, 2025, President Trump signed the executive order “Unleashing Alaska’s Extraordinary Resource Potential,” which included a direction to various federal agencies to take steps to (i) “place a temporary moratorium on all activities and privileges granted pursuant” to the record of decision issued on June 28, 2024 “in order to review such record of decision in light of alleged legal deficiencies and for consideration of relevant public interests and,

environmental impacts .

and, as appropriate, conduct a new, comprehensive analysis of such deficiencies, interests, and environmental impacts;” and (ii) “reinstate the record of decision signed on July 23, 2020, by the Bureau of Land Management and United States Army Corps of Engineers entitled ‘Ambler Road Environmental Impact Statement Joint Record of Decision.’” The July 2020 record of decision approved the development of the northern or “Alternative A” route of the proposed 211-mile-long gravel private access road in the southern Brooks Range foothills to provide industrial access to the Ambler Mining District.

Trilogy is monitoring the impact of the executive order.

The Company has approved a budget for Ambler Metals for fiscal 2025 in the amount of $5.8 million (2024 - $5.5 million).

Ambler Metals had $7.5 million of cash as at the fiscal year end on November 30, 2024.

The main focus of this year’s budget is to support external and community affairs, maintain the State of Alaska mineral claims in good standing and the maintenance of physical assets.

The Company has approved a 2025 cash budget for corporate, head office, activities of approximately $3.1 million (2024 - $2.8 million).

The corporate budget consists of personnel and related costs of $0.7 million (2024 - $0.7 million), professional fees of $1.1 million (2024 - $0.6 million), investor relations and marketing costs of $0.2 million ( 2024 - $0.1 million), office related costs of $0.2 million (2024 - $0.4 million), insurance costs of $0.5 million (2024 - $0.6 million), regulatory costs of $0.3 million (2024 - $0.3 million) and exploration activities of $0.1 million (2024 - $0.1 million).

Trilogy had $25.8 million of cash at the fiscal year end on November 30, 2024.

The Company has sufficient cash on hand to fund the approved fiscal 2025 budget.

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.

The Company has approved its 2026 corporate budget of approximately $5.0 million for public company compliance activities and oversight of Ambler Metals.

In January 2026, the Company added capacity to the senior management team to support strategic initiatives and technical expertise to support the advancement of the UKMP.

The Company has also approved a budget for Ambler Metals for fiscal 2026 in the amount of approximately $35 million of which our share is $17.5 million.

The activities at Ambler Metals will focus on re-staffing, initiating the permitting process for the Arctic Project and progressing technical work necessary to support long-term development.

Summary of Results

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Share of loss on equity investment

Loss on derivative carried at fair market value

Interest and other income

Comprehensive loss for the year

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For the year ended November 30, 2025, we reported a net loss of $42.2 million (or $0.26 basic and diluted loss per common share) compared to a net loss of $8.6 million (or $0.05 basic and diluted loss per common share) in fiscal 2024.

The $6.4 million decrease in comprehensive loss in the current year, when compared to fiscal 2023, is due to the decrease in our share of losses of Ambler Metals of $5.2 million, overall decrease of $0.5 million in general and administrative expenses, professional fee and salaries and directors expense – stock-based compensation and partially offset by the increase in interest income of $0.6 million.

The decrease in our share of losses of Ambler Metals of $5.2 million is mainly due to the decrease in corporate wages due to a reduction in staffing and a reduction in mineral property expenses due to a reduction in project activities which was partially offset by the increase in professional fees related to part-time contractors engaged to assist with management of Ambler Metals, along with consultants engaged in government and external affairs.

The increase in comprehensive loss in the current year was primarily driven by the initial recognition of a derivative liability and the corresponding expense of $8.1 million related to the U.S.

government’s proposed collaboration agreement and the fair value adjustment of $22.6 million at the fiscal year end.

Additionally, the increase in loss reflects higher salaries paid in cash during 2025, whereas in 2024 a significant portion of executive compensation as settled in common shares of the Company, as part of multi-year cash preservation effort.

The increase in the current year loss was also attributable to higher professional fees, including legal and regulatory costs related to the Company’s preparation of base shelf prospectuses, the May ATM Program and the Nov ATM Program.

These increases were partially offset by higher interest earned during the year.

Fourth quarter results

For the fourth quarter of 2024, there was a $1.4 million reduction in expenses compared to the fourth quarter of 2023.

When comparing the fourth quarter of 2024 with the fourth quarter of 2023, professional fees increased by $0.2 million due to additional costs related to our Bornite preliminary economic assessment reports in the fourth quarter of 2024.

The decrease in our share of losses of Ambler Metals of $1.2 million is mainly due to the decrease in mineral property expenses over the comparative quarter in the prior year were from a reduction in activities both at the project level and at the AAP.

Selected financial data

Annual information

The following annual information is prepared in accordance with U.S.

in thousands of dollars

Interest income

Comprehensive loss for the year

Total liabilities

Quarterly information

in thousands of dollars,

except per share amounts

Interest and other income

Exploration expense

Operating expenses

Share of loss on equity investment

Loss for the period

Loss per common share – basic and diluted

Factors that can cause fluctuations in our quarterly results include the length of the exploration field season at the properties, the type of program conducted, and stock-based compensation expense.

Subsequent to the formation of the Joint Venture, project related costs may cause fluctuations in our quarterly results through our 50% share of the Joint Venture’s net operating loss.

For the fourth quarter of 2024, we reported a comprehensive loss of $1.6 million, which consisted of $1.5 million in operating expenses and $0.6 million for Trilogy's 50% share of Ambler Metals’ operating loss, partially offset with interest earned of $0.5 million.

Operating expenses for the fourth quarter of 2024 consisted of corporate salaries, professional fees, general and administrative expenses, director expenses and stock-based compensation.

For the third quarter of 2024, we reported a net loss of $1.6 million compared to a net loss of $4.1 million for the third quarter of 2023.

The decrease in comprehensive loss in the third quarter of 2024 compared to the same quarter in 2023

is primarily due to the decrease in our share of loss of Ambler Metals.

The decrease of our share of losses of Ambler Metals is mainly due to the decrease in corporate wages and in mineral property expenses partially offset from the increase in professional fees.

The primary drivers in decrease in mineral property expenses over the comparative quarter in the prior year were from a reduction in activities both at the project level and at the AAP.

For the second quarter of 2024, we reported a net loss of $1.8 million compared to a net loss of $2.8 million for the second quarter of 2023.

The decrease in comprehensive loss in the second quarter of 2024 compared to the same quarter in 2023 is due to the decrease in general and administrative, professional fees, our share of loss of Ambler Metals, and stock-based compensation and salaries.

The decrease of our share of losses of Ambler Metals is mainly due to the decrease in corporate wages and in mineral property expenses partially offset from the increase in professional fees.

The primary drivers in decrease in mineral property expenses over the comparative quarter in the prior year were from a reduction in activities both at the project level and at the AAP.

For the first quarter of 2024, we reported a net loss of $3.6 million compared to a net loss of $5.1 million for the first quarter of 2023.

The decrease in comprehensive loss in the first quarter of 2024 compared to the same quarter in 2023 is due to the decrease in our share of loss of Ambler Metals, and stock-based compensation and salaries.

The decrease of our share of losses of Ambler Metals is mainly due to the decrease corporate wages and in mineral property expenses.

The primary drivers in decrease in mineral property expenses over the comparative quarter in the prior year were from the decrease in project support costs and cost at the AAP.

For the fourth quarter of 2025, we incurred a net loss of $34.7 million compared to a net loss of $1.6 million in the fourth quarter of 2024.

The increase in net loss is primarily driven by our share of loss from the equity investment in Ambler Metals and the loss on the derivative related to the U.S.

government’s proposed strategic investment for shares and warrants carried at fair market value.

The increase in comprehensive loss in the current year also reflects higher regulatory expenses and legal fees related to the Company’s preparation of base shelf prospectuses and at-the-market programs and the payment of executive compensation in cash instead of settling the compensation in common shares of the Company.

Liquidity and capital resources

We expended $1.8 million on operating activities during the 2024 fiscal year with the majority of cash spent on corporate salaries, professional fees related to our annual regulatory filings, annual insurance renewal, annual fees paid to the Toronto Stock Exchange and the NYSE American Exchange and with the American and Canadian securities commissions.

At November 30, 2024, we had $25.8 million in cash and working capital (current assets less current liabilities) of $25.3 million.

During the fiscal year of 2024, Trilogy received a total of $25.0 million from Ambler Metals as a return of excess cash to the owners.

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

All project related costs are funded by the Joint Venture.

Ambler Metals had cash and working capital of $7.5 million as at November 30, 2024.

There are sufficient funds at the Joint Venture to fund an operating budget of $5.8 million for fiscal 2025.

During the year ended November 30, 2025, we spent $3.2 million in operating activities, spent $1.0 million in investing activities, and raised $30.0 million in financing activities.

Operating expenditures were driven primarily by corporate salaries, professional fees to complete the Bornite PEA, and the preparation of base shelf prospectuses, at-the-market programs, including regulatory filing fees with the U.S.

and Canadian securities commissions.

In addition, the Company contributed $1.0 million for our share of funding to Ambler Metals.

These cash outflows were offset by $30.0 million in proceeds from financing activities, primarily from the May ATM Program and exercise of stock options.

At November 30, 2025, we had cash of $51.6 million and working capital of $49.6 million, which are current assets less current liabilities excluding the non-cash derivative liability.

There is sufficient cash on hand to fund the Company’s fiscal 2026 budget of $5.0 million and our share of Ambler Metas’ fiscal 2026 budget of $17.5 million.

Off-balance sheet arrangements

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At February 17, 2026, we had 172,545,639 common shares issued and outstanding.

At February 13, 2025, we had 14,218,567 stock options outstanding with a weighted-average exercise price of CDN$1.63 and 3,386,356 Deferred Share Units (“DSUs”) and 1,798,338 Restricted Share Units (“RSUs”) outstanding.

At February 13, 2025 we had 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.

A total of 859 common shares will be issued upon redemption of the NovaGold DSUs.

For additional information on NovaGold DSUs, please refer to note 6 in our November 30, 2024 audited consolidated financial statements.

Upon the exercise of all the forgoing convertible securities, the Company would be required to issue an aggregate of 19,404,120 common shares.

Financial instruments

Our financial instruments consist of cash, accounts receivable, deposits, accounts payable and accrued liabilities.

The fair value of the financial instruments approximates their carrying value due to the short-term nature of their maturity.

financial instruments initially measured at fair value and then held at amortized cost include cash, accounts receivable, deposits, and accounts payable and accrued liabilities.

(a) Currency risk

Currency risk is the risk of a fluctuation in financial asset and liability settlement amounts due to a change in foreign exchange rates.

The Company operates in the United States and Canada.

The Company’s exposure to currency risk at November 30, 2024 is limited to Canadian dollar balances consisting of cash of CDN$116,000, accounts receivable of CDN$23,000 and certain trade payables and accrued personnel costs CDN$548,000.

Based on a 10% change in the US-Canadian exchange rate, assuming all other variables remain constant, the Company’s net loss would change by approximately $29,000.

(b) Credit risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations.

The Company holds cash with Canadian chartered financial institutions.

The Company’s only significant exposure to credit risk is equal to the balance of cash as recorded in the financial statements.

The majority of the Company’s cash held at November 30, 2024 is uninsured.

The Company does not consider any of its financial assets to be impaired as of November 30, 2024.

Liquidity risk is the risk that we will encounter difficulties raising funds to meet our financial obligations as they fall due.

We are in the exploration stage and do not have cash inflows from operations;

therefore, we manage liquidity risk through the management of our capital structure and financial leverage.

Future sources of liquidity may arise from equity financing, debt financing, convertible debt, or other means.

(d) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The Company is exposed to interest rate risk with respect to interest earned on cash.

Based on balances as at November 30, 2024, a 1% change in interest rates would result a change of approximately $250,000 over a one-year period, assuming all other variables remain constant.

As we are currently in the exploration phase, none of our financial instruments are exposed to commodity price risk;

however, our ability to obtain long-term financing and its economic viability could be affected by commodity price volatility.

At February 17, 2026, we had 9,935,250 stock options outstanding with a weighted-average exercise price of CDN$1.99 and 3,206,355 Deferred Share Units, 373,692 Fixed Deferred Share Units and 951,670 Restricted Share Units (“RSUs”) outstanding.

Upon the exercise of all convertible securities, the Company would be required to issue an aggregate of 14,466,967 common shares.

Fair value accounting

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the significance of the inputs used in making the measurement.

The three levels of the fair value hierarchy are as follows:

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 – Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;

Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, deposits, and accounts payable and accrued liabilities.

The fair value of the Company’s financial instruments approximates their carrying value due to the short-term nature of their maturity.

The Company’s financial instruments initially measured at fair value and then held at amortized cost include cash and cash equivalents, accounts receivable, deposits, and accounts payable and accrued liabilities.

The majority of the Company’s cash and cash equivalents is held at two large Canadian financial institutions and is largely uninsured as at November 30, 2025.

The derivative liability is carried at fair value on a recurring basis.

The fair value of the derivative liability is valued on the basis of Level 3 inputs.

The estimated fair value is based on the Company’s common stock price of $4.28 at November 30, 2025 ($2.09 on October 7, 2025), volatility of 79%, a risk-free rate of 3.53% and management’s estimate of the equal probability of completion and non-completion of the Ambler Access Project, which is beyond the control of the Company.

A 10% change in the Company’s stock price affects the gain or loss on the derivative liability by approximately $4.8 million at November 30, 2025.

A 10% change in management’s estimate of the likelihood of completion affects the gain or loss on the derivative liability by approximately $1.3 million at November 30, 2025.

New accounting pronouncements

Updates to Reportable Segment Disclosures

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07 “Segment Reporting (Topic 280):

Recently Adopted Accounting Standards

In fiscal year 2025, we adopted Accounting Standards Update (“ASU”) 2023-07 “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures”.

AUS 2023-7 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.

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 will be evaluating the impact of the guidance on the consolidated financial statements or disclosures.

Updates to Income Tax Disclosure

Management evaluated the Company’s organizational structure and internal reporting and concluded that the Company continues to operate as one reportable operating segment consistent with prior periods.

As required by the ASU, we have provided expanded segment disclosures for fiscal 2025 and applied the guidance retrospectively to fiscal 2024.

Adoption of ASU 2023-07 did not affect our results of operations, financial condition, cash flows, or the underlying processes for recording or presenting financial information.

The impact of adoption was limited to the expansion of qualitative and quantitative disclosures related to management oversight of our single operating segment.

Issued and Not Effective

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

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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.

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

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

Critical accounting estimates

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 LLC, income taxes and valuation of stock-based compensation.

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 LLC, fair value measurement of derivative liability and valuation of stock-based compensation.

Impairment of Investment in Ambler Metals LLC

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Significant judgments are made in assessing the possibility of impairment.

The Company assesses whether there has been a potential triggering event for other-than-temporary impairment by assessing the underlying assets of Ambler Metals for recoverability and assessing whether there has been a change in the development plan or strategy for the projects.

If the Company concludes there is sufficient evidence for an other-than temporary impairment, an assessment of fair value is performed.

If the underlying assets are not recoverable, the Company will record an impairment charge equal to the difference between the carrying amount of the equity investment and its fair value.

We must make estimates and judgments in determining the provision for income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits including interest and penalties.

We are subject to income tax law in the United States and Canada.

The evaluation of tax liabilities involving uncertainties in the application of complex tax regulation is based on factors such as changes in facts or circumstances, changes in tax law, new audit activity, and effectively settled issues.

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

The Company determines whether a potential triggering event or other-than-temporary impairment has occurred by reviewing the recoverability of the underlying assets of Ambler Metals and considering whether there has been changes to the development plans or project strategy.

If the Company concludes that sufficient evidence of a potential other-than temporary impairment exist, an assessment of fair value is performed.

If the underlying assets are not recoverable, the Company records an impairment charge equal to the difference between the investment carrying amount and its fair value.

Fair Value Measurement of Derivative Liability

The Company measures the proposed strategic investment by the Department of War under the binding letter of intent as a derivative liability at fair value on a recurring basis.

The valuation of this liability requires to the use of significant unobservable inputs and therefore represents a level 3 fair value measurement.

The valuation relies on management judgement and assumptions on the completion of the Ambler Access Project which is subject to regulatory, political and permitting processes that are not within the Company’s control.

As a result, estimating the probability of project completion requires significant judgement and incorporates inherently uncertain assumptions.

Stock-based compensation

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The use of the Black-Scholes option pricing model requires input estimation of the expected life of the option, volatility, and forfeiture rate which can have a significant impact on the valuation model, and resulting expense recorded.

Disclosure controls and procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted by the Company under U.S.

and Canadian securities legislation is recorded, processed, summarized and reported within the time periods specified in those rules, including providing reasonable assurance that material information is gathered and reported to senior management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to permit timely decisions regarding public disclosure.

Management, including the CEO and CFO, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) of the U.S.

Exchange Act and the rules of Canadian Securities

Administrators, as at November 30, 2024.

Based on this evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective as at November 30, 2024.

Internal control over financial reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) of the U.S.

Exchange Act and National Instrument 52-109 Certification of Disclosure in Issuer’s Annual and Interim filings.

Any system of internal control over financial reporting, no matter how well designed, has inherent limitations.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Management has used the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013) to evaluate the effectiveness of the Company’s internal control over financial reporting.

Based on this assessment, management has concluded that as at November 30, 2024, the Company’s internal control over financial reporting was effective.

Trilogy and its future business, operations and financial condition are subject to various risks and uncertainties due to the nature of its business and the present stage of exploration of its mineral properties.

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● risks related to lack of infrastructure including but not limited to the risk whether or not the Ambler Mining District Industrial Access Project, or AMDIAP, will receive the requisite permits and, if it does, whether the Alaska Industrial Development and Export Authority will build the AMDIAP;

● risks related to the ability to complete the anticipated strategic investment by the U.S.

government, and associated risks of having the U.S.

government as a significant shareholder;

● risks related to inclement weather which may delay or hinder exploration activities at our mineral properties;

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● our history of losses and expectation of future losses;

● risks related to increases in demand for equipment, skilled labor and services needed for exploration and

development of mineral properties, and related cost increases;

● risks related to increases in demand for equipment, skilled labor and services needed for exploration and development of mineral properties, and related cost increases;

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

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● risks related to the acquisition and integration of operations or projects;

● risks related to industry competition in the acquisition of exploration properties and the recruitment and retention of qualified personnel;

● our need to attract and retain qualified management and technical personnel;

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● risks related to market events and general economic conditions;

● risks related to future sales or issuances of equity securities decreasing the value of existing Trilogy common

shares, diluting voting power and reducing future earnings per share;

● risks related to future sales or issuances of equity securities decreasing the value of existing Trilogy common shares, diluting voting power and reducing future earnings per share;

● risks related to the voting power of our major shareholders and the impact that a sale by such shareholders may have on our share price;

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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 7. Management’s Discussion and Analysis