What changed in this filing

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Item 1. Financial Statements

2026-04-02 compared with 2025-10-01 · 160 added, 167 removed, 223 unchanged (59% of the section changed)

3 unchanged sentences

in thousands of US dollars

August 31, 2025

February 28, 2026

November 30, 2025

9 unchanged sentences

Current portion of lease liability (note 5b)

Derivative liability (note 2)

Total current liabilities

8 unchanged sentences

Total liabilities and shareholders' equity

Subsequent Events (note 10)

(See accompanying notes to the condensed interim consolidated financial statements)

3 unchanged sentences

Trilogy Metals Inc.

For the Quarter Ended August 31, 2025

For the Quarter Ended February 28, 2026

Trilogy Metals Inc.

3 unchanged sentences

For the three months ended

For the nine months ended

August 31, 2025

August 31, 2024

August 31, 2025

August 31, 2024

February 28, 2026

February 28, 2025

Exploration expenses

Foreign exchange (gain) loss

Foreign exchange gain

General and administrative

1 unchanged sentence

Professional fees

Salaries and directors expense – stock-based compensation

Salaries and directors expense – stock-based compensation (note 6)

Total expenses

Interest income and other income

Net services agreement income

Interest and other income

Share of loss on equity investment (note 3(b))

Loss on derivative carried at fair market value

Loss and comprehensive loss for the period

5 unchanged sentences

Trilogy Metals Inc.

For the Quarter Ended August 31, 2025

For the Quarter Ended February 28, 2026

Trilogy Metals Inc.

5 unchanged sentences

Balance – November 30, 2024

Exercise of options

Restricted Share Units

Joint venture contribution

Services settled by common shares

2 unchanged sentences

Balance – February 28, 2025

Restricted Share Units

Services settled by common shares

Stock-based compensation

Loss for the period

Balance – May 31, 2024

Restricted Share Units

Services settled by common shares

Stock-based compensation

Loss for the period

Balance – August 31, 2024

Balance – November 30, 2025

Exercise of options

At-the-market offering, net of share issue cost

Restricted Share Units

Services settled by common shares

Stock-based compensation

1 unchanged sentence

Balance – February 28, 2026

Exercise of options

Restricted Share Units

Services settled by common shares

Stock-based compensation

Loss for the period

Balance – May 31, 2025

Exercise of options

Stock-based compensation

Loss for the period

Balance – August 31, 2025

(See accompanying notes to the condensed interim consolidated financial statements)

Trilogy Metals Inc.

For the Quarter Ended August 31, 2025

For the Quarter Ended February 28, 2026

Trilogy Metals Inc.

1 unchanged sentence

in thousands of US dollars

For the nine months ended

August 31, 2025

August 31, 2024

For the three months ended

February 28, 2026

February 28, 2025

Cash flows used in operating activities

4 unchanged sentences

Loss on equity investment in Ambler Metals LLC

Unrealized foreign exchange gain

Loss on derivative carried at fair market value

Unrealized foreign exchange (gain)/loss

Stock-based compensation

Net change in non-cash working capital

(Increase) Decrease in accounts receivable

Decrease/(increase) in accounts receivable

Decrease in deposits and prepaid amounts

Increase in accounts payable and accrued liabilities

Decrease in accounts payable and accrued liabilities

Total cash flows used in operating activities

Cash flows from financing activities

Proceeds from issuance of common shares, net of share issue costs

Proceeds from exercise of options

1 unchanged sentence

Cash flows from investing activities

Return of capital from Ambler Metals LLC

Total cash flows from investing activities

Contribution to Ambler Metals LLC

Total cash used in investing activities

Change in cash

Effect of exchange rate on cash

Cash – beginning of the year

Cash – beginning of the period

Cash – end of the period

1 unchanged sentence

Trilogy Metals Inc.

For the Quarter Ended August 31, 2025

For the Quarter Ended February 28, 2026

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

1) Nature of operations

1) Nature of operations and basis of presentation

Trilogy Metals Inc.

(“Trilogy” or the “Company”) was incorporated in British Columbia, Canada under the Business Corporations Act (British Columbia) on April 27, 2011.

The Company is engaged in the exploration and development of mineral properties, through its equity investee Ambler Metals LLC (see note 3), with a focus on the Upper Kobuk Mineral Projects (“UKMP”), including the Arctic and Bornite Projects located in Northwest Alaska in the United States of America (“US”).

The Company is engaged in the exploration and development of mineral properties, through its equity investee Ambler Metals LLC (“Ambler Metals”), with a focus on the Upper Kobuk Mineral Projects (“UKMP”), including the Arctic and Bornite Projects located in Northwest Alaska in the United States of America.

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

2) Summary of significant accounting policies

Basis of presentation

These condensed interim consolidated financial statements have been prepared using accounting principles generally accepted in the United States (“U.S.

GAAP”) and include the accounts of Trilogy and its wholly owned subsidiaries, NovaCopper US Inc.

(dba “Trilogy Metals US”) and 995 Exploration Inc.

and 995 Exploration Inc.

All intercompany transactions are eliminated on consolidation.

For variable interest entities (“VIEs”) where Trilogy is not the primary beneficiary, we use the equity method of accounting.

All figures are in United States dollars unless otherwise noted.

References to CDN$ refer to amounts in Canadian dollars.

These condensed interim consolidated financial statements include all adjustments necessary for the fair statement of the Company’s financial position as of August 31, 2025 and our results of operations and cash flows for the nine-month periods ended August 31, 2025 and August 31, 2024.

The results of operations for the nine-month period ended August 31, 2025 are not necessarily indicative of the results to be expected for the fiscal year ending November 30, 2025.

As these condensed interim consolidated financial statements do not contain all of the disclosures required by U.S.

GAAP for annual financial statements, these condensed interim consolidated financial statements should be read in conjunction with the annual financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended November 30, 2024, filed with the U.S.

Securities and Exchange Commission (“SEC”) and Canadian securities regulatory authorities on February 14, 2025.

These condensed interim consolidated financial statements were approved by the Company’s Audit Committee on behalf of the Board of Directors for issue on September 30, 2025.

Use of estimates and measurement uncertainties

The preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions of future events that affect the reported amount of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of expenditures during the period.

Significant estimates include the measurement of income taxes and the valuation of stock-based compensation.

Actual results could differ materially from those reported.

Management assesses the possibility of impairment in the carrying value of its equity method investment in Ambler Metals LLC (“Ambler Metals”) whenever events or circumstances indicate that the carrying amount of the investment may not be recoverable.

2) Summary of significant accounting policies

Investment in Ambler Metals LLC

The Company accounts for its investment in Ambler Metals as an equity investment.

For a variable interest entity (“VIE”) where Trilogy is not the primary beneficiary, we use the equity method of accounting.

Management assesses the possibility of impairment in the carrying value of its equity method investment in Ambler Metals whenever events or circumstances indicate that the carrying amount of the investment may not be recoverable.

Ambler Metals is a non-publicly traded equity investment owning exploration and development projects.

2 unchanged sentences

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

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.

This assessment is subjective and requires consideration at each period end.

Fair value measurement of derivative liability

On October 6, 2025, the Company entered into a binding letter of intent with the U.S.

Department of War for their conditional investment of approximately $ 17.8 million in exchange for 8,215,570 units at a price of $ 2.17 per unit, with each unit comprising of one common share of the Company and ¾ of a 10 -year warrant to acquire up to 6,161,678 common shares of the Company at a price of $ 0.01 per share.

The Company has accounted for the obligation to issue shares and warrants as a derivative financial instrument under ASC 815 40 and initially measured at fair value.

Subsequently, at each period end, the derivative liability is re-measured at fair value with changes recorded in the consolidated statement of loss and comprehensive loss.

Stock-based payments

The Company records share-based compensation awards exchanged for employee, director and certain contractor services at fair value on the date of the grant and expenses the awards over the requisite service period.

The fair values of stock options are determined at the time of the grant using a Black-Scholes option pricing model, which takes into account, as of the grant date, the fair market value of the shares, expected volatility, expected dividend yield, the risk-

Trilogy Metals Inc.

For the Quarter Ended August 31, 2025

For the Quarter Ended February 28, 2026

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

equal to the difference between the carrying amount of the equity investment and its fair value.

This assessment is subjective and requires consideration at each period end.

free interest rate, and the expected life of the option.

The Company’s estimates may be impacted by certain variables including, but not limited to, stock price volatility, employee stock option exercise behaviors, additional stock option grants, estimates of forfeitures.

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):

Improvements to Reportable Segment Disclosures”.

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

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

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

Updates to Income Tax Disclosure

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

Improvements to Income Tax Disclosures”.

Issued and Not Effective

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09 “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures” (“ASU 2023-09”).

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

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

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

The Company is evaluating the impact of ASU 2023-09 on its disclosures in the annual consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11 “Interim Reporting (Topic 270):

Narrow Scope Improvements (“ASU 2025-11”), to improve the guidance for interim reporting and clarify when that guidance is applicable.

ASU 2025-11 provides a comprehensive list of required disclosures and also requires entities to disclose events since the last annual reporting period that have a material impact on the entity.

ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.

For the Company, the guidance becomes effective in the first interim reporting period of the fiscal period of the fiscal year ended November 30, 2029.

Early adoption is permitted.

Management is currently evaluating ASU 2025-11 to determine its impact on the Company’s disclosures.

3) Investment in Ambler Metals LLC

Formation of Ambler Metals LLC

On February 11, 2020, the Company completed the formation of a 50 / 50 joint venture named Ambler Metals LLC (“Ambler Metals”) with South32 Limited (“South32”).

On February 11, 2020, the Company completed the formation of Ambler Metals, a 50 / 50 joint venture with South32 Limited (“South32”).

As part of the formation of the joint venture, Trilogy contributed all its assets associated with the UKMP, including the Arctic and Bornite Projects, while South32 contributed cash of $ 145.0 million, resulting in each party’s subsidiaries directly owning a 50 % interest in Ambler Metals.

2 unchanged sentences

We determined that Ambler Metals is a VIE because it is expected to need additional funding from its owners for its significant activities.

However, we concluded that we are not the primary beneficiary of Ambler Metals as the power to direct its activities, through its board, is shared under the Ambler Metals limited liability company agreement.

However, we concluded that we are not the primary beneficiary of Ambler Metals as the power to direct its activities, through its board, is shared under the Ambler Metals LLC limited liability company agreement.

As we have significant influence over Ambler Metals through our representation on its board, we use the equity method of accounting for our investment in Ambler Metals.

Our maximum exposure to loss in this entity is limited to the carrying amount of our investment in Ambler Metals, which, as of August 31, 2025, totaled $ 105.3 million (2024 - $ 108.1 million).

Our maximum exposure to loss in this entity is limited to the carrying amount of our investment in Ambler Metals, which, as of February 28, 2026, totaled $ 106.4 million (November 30, 2025 - $ 105.3 million).

Trilogy Metals Inc.

For the Quarter Ended August 31, 2025

For the Quarter Ended February 28, 2026

Trilogy Metals Inc.

1 unchanged sentence

Carrying value of equity method investment

Trilogy recognized, based on its 50 % ownership interest in Ambler Metals, an equity loss of $ 2.2 million equivalent to its pro rata share of Ambler Metals’ comprehensive loss of $ 4.4 million for the nine-month period ending August 31, 2025.

The carrying value of Trilogy’s 50 % investment in Ambler Metals as at August 31, 2025 is summarized in the following table.

Trilogy recognized, based on its 50 % ownership interest in Ambler Metals, an equity loss equivalent to its pro rata share of Ambler Metals’ comprehensive loss of $ 2.7 million for the three-month period ended February 28, 2026 (2025 - $ 1.2 million).

During the quarter ended February 28, 2026, Trilogy and South32 each contributed $ 2.5 million in cash to Ambler Metals to fund its operations.

The carrying value of Trilogy’s 50 % investment in Ambler Metals as at February 28, 2026 is summarized in the following table.

in thousands of dollars

November 30, 2025, Investment in Ambler Metals

Share of loss on equity investment for the nine-month period ending August 31, 2025

August 31, 2025, Investment in Ambler Metals

Joint venture equity contribution

Share of loss on equity investment for the period ended February 28, 2026

February 28, 2026, Investment in Ambler Metals

The Company’s carrying value of the investment in Ambler Metals exceeds its share of the carrying value of the net assets of Ambler Metals as a result of recording the Company’s initial investment in 2020 at fair value.

in thousands of dollars

August 31, 2025

February 28, 2026

November 30, 2025

Cash and cash equivalents

5 unchanged sentences

Ambler Metals’ cash and cash equivalents are held at one bank.

The majority of the cash and cash equivalents is uninsured as at August 31, 2025.

(d) The following table summarizes Ambler Metals’ loss for the nine-month period ended August 31, 2025.

The majority of the cash and cash equivalents is uninsured as at February 28, 2026.

(d) The following table summarizes Ambler Metals’ loss for the three-month period ended February 28, 2026.

in thousands of dollars

For the nine months ended

August 31, 2025

Corporate salaries and wages

General and administrative

Mineral property expense - exclude Ambler Access Project

Professional fees

Ambler Access Project

Foreign exchange (gain)/loss

Interest and other income

For the three months ended

February 28, 2026

Project costs

Corporate costs

Comprehensive loss

Trilogy Metals Inc.

For the Quarter Ended August 31, 2025

For the Quarter Ended February 28, 2026

Trilogy Metals Inc.

1 unchanged sentence

(e) Related party transactions

During the nine-month period ended August 31, 2025, the Company charged $ 102,250 (2024 - $ 47,000 ) to Ambler Metals related to administrative and accounting services in connection with a service agreement between the Company and Ambler Metals.

In addition, the Company received payments of $ 58,080 (2024 - $ 64,000 ) related to expenses paid on behalf of Ambler Metals.

During the three-month period ended February 28, 2026, the Company charged $ 14,000 (2025 - $ 46,000 ) related to administration services, accounting services and reimbursements of expenditures paid on behalf of Ambler Metals;

all in connection with a service agreement between the Company and Ambler Metals.

As at February 28, 2026, $ 1,160 remains outstanding and is recorded as a receivable.

4) Accounts payable and accrued liabilities

in thousands of dollars

August 31, 2025

February 28, 2026

November 30, 2025

1 unchanged sentence

Accrued liabilities

Accrued salaries and vacation

Accrued payroll liabilities

Accounts payable and accrued liabilities

3 unchanged sentences

Net amortization

Balance as at August 31, 2025

Balance as at February 28, 2026

(b) Lease liabilities

5 unchanged sentences

in thousands of dollars

Nine months ended

August 31, 2025

August 31, 2024

Operating lease costs

Variable lease costs

Three months ended

February 28, 2026

February 28, 2025

Fixed rent expense

Variable rent expense

Total lease expense

Variable lease costs consist primarily of the Company’s portion of operating costs associated with the office space lease as the Company elected to apply the practical expedient not to separate lease and non-lease components.

For the nine-month period ended August 31, 2025, variable lease costs have been reduced by a refund received for adjusted operating costs.

Trilogy Metals Inc.

For the Quarter Ended August 31, 2025

For the Quarter Ended February 28, 2026

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

As at August 31, 2025, the weighted-average remaining lease term is 2.6 years and the weighted-average discount rate is 9 % .

Significant judgment was used in the determination of the incremental borrowing rate which included estimating the Company’s credit rating.

Supplemental cash flow information relating to our leases during the nine-month period ending August 31, 2025 is as follows:

As at February 28, 2026, the remaining lease term is 2.3 years.

The discount rate used to measure the lease liability is 9 % .

Judgment was used in the determination of the incremental borrowing rate which included estimating the Company’s credit rating.

Supplemental cash flow information relating to our leases during the three-month period ended February 28, 2026, is as follows:

● Cash paid for base rent included in the measurement of lease liabilities was approximately $ 12,000

Future minimum payments relating to the lease recognized in our balance sheet as of August 31, 2025 are as follows:

Future minimum payments relating to the lease recognized in our balance sheet as of February 28, 2026 are as follows:

in thousands of dollars

August 31, 2025

February 28, 2026

Total undiscounted lease payments

8 unchanged sentences

November 30, 2025

At-the-market offering, net of share issue costs

Exercise of options

Shares issued from restricted share units

Services settled by common shares

August 31, 2025, issued and outstanding

The Company filed a final short form 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

February 28, 2026, issued and outstanding

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.

(together with the Lead Agents, the “Agents”), for an at-the-market equity program pursuant to which the Company may offer and issue up to $ 200 million of common shares of the Company from time to time through the Agents (the “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.

Trilogy Metals Inc.

For the Quarter Ended August 31, 2025

For the Quarter Ended February 28, 2026

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

at the time of an offering and will be set out in an accompanying prospectus supplement.

The final 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.

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

and Cantor Fitzgerald & Co.

Agents”, and together with the Canadian Agents, the “Agents”) for an at-the-market equity program (“ATM Program”) to distribute up to $ 25 million of Common Shares of the Company.

As of August 31, 2025, the Company has not utilized the ATM Program.

During the three-month period ended February 28, 2026, the Company issued 174,410 common shares under its Nov ATM Program, resulting in gross proceeds of $ 1.19 million at an average price of $ 6.83 per share.

After deducting commissions, the Company received net proceeds of $ 1.16 million.

Stock options

During the three-month period ended February 28, 2025, the Company granted 2,125,000 stock options (2024 - 2,775,000 stock options) at an exercise price of CDN$ 1.52 (2024 - CDN$ 0.59 ) to employees, consultants and directors exercisable for a period of five years with various vesting terms from immediate vesting to vesting over a two-year period.

The fair value attributable to each of these option grants was $ 0.59 (2024 - $ 0.20 ).

No grants were made during the fiscal quarter ended May 31, 2025 and August 31, 2025.

For the nine-month period ended August 31, 2025, Trilogy recognized a stock-based compensation charge of $ 1.0 million (2024 - $ 0.5 million) for stock options granted to directors, employees and service providers, net of estimated forfeitures.

During the three-month period ended February 28, 2026, the Company granted 1,655,000 stock options (2025 - 2,125,000 stock options) at a weighted exercise price of CDN$ 6.53 (2025 - CDN$ 1.52 ) to employees, consultants and directors exercisable for a period of five years with various vesting terms from immediate vesting to vesting over a two-year period.

The fair value attributable to option grants was $ 2.49 (2025 - $ 0.59 ).

The fair value of the stock options recognized in the period has been estimated using the Black-Scholes option pricing model.

Assumptions used in the pricing model for stock options granted in the nine-month period ended August 31, 2025 are as provided below.

August 31, 2025

Assumptions used in the pricing model for stock options granted in the three-month period ended February 28, 2026 are as provided below.

Weighted average

Risk-free interest rates

3 unchanged sentences

Expected dividends

As at August 31, 2025, there were 1,925,004 non-vested stock options outstanding with a weighted average exercise price of CDN$ 1.12 .

The Company recognized a stock option expense of $ 2.3 million for the three-month period ended February 28, 2026 (2025 - $ 0.7 million), net of forfeitures.

As at February 28, 2026, there were 1,435,005 non-vested stock options outstanding with a weighted average exercise price of CDN$ 4.67 .

The unvested stock option expense not yet recognized was $ 2.0 million.

This expense is expected to be recognized over the next sixteen months.

This expense is expected to be recognized over the next twenty-two months .

Trilogy Metals Inc.

For the Quarter Ended August 31, 2025

For the Quarter Ended February 28, 2026

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

A summary of the Company’s stock options outstanding and changes during the nine-month period ended August 31, 2025 is as follows:

August 31, 2025

A summary of the Company’s stock options outstanding and changes during the three-month period ended February 28, 2026 is as follows:

Weighted average

2 unchanged sentences

Balance – beginning of the year

( 3,640,000 )

Balance – end of the period

During the nine-month period ended August 31, 2025, the Company issued 400,000 common shares (2024 – nil ) of the Company on the exercise of stock options with a weighted average price of CDN$ 0.79 per share.

During the three-month period ended February 28, 2026, the Company issued 153,334 common shares (2025 – 263,333 ) of the Company on the exercise of stock options with a weighted average price of CDN$ 1.49 per share.

The Company also reclassified $ 0.1 million from reserves to share capital on exercise of these stock options.

The following table summarizes information about the stock options outstanding at August 31, 2025.

The following table summarizes information about the stock options outstanding at February 28, 2026.

average years

5 unchanged sentences

$ 2.01 to $ 3.00

The aggregate intrinsic value of vested stock options (the market value less the exercise price) at August 31, 2025 was $ 6.1 million (2024 - $ Nil ) and the aggregate intrinsic value of exercised stock options for the nine-month period ending August 31, 2025 was $ 0.3 million (2024 - $ Nil ).

$ 3.01 to $ 7.85

The aggregate intrinsic value of vested stock options (the market value less the exercise price) at February 28, 2026 was $ 27.8 million (2025 - $ 6.0 million) and the aggregate intrinsic value of exercised stock options for the three-month period ended February 28, 2026 was $ 0.6 million (2025 - $ 0.2 million).

Restricted Share Units and Deferred Share Units

The Company has a Restricted Share Unit Plan (“RSU Plan”) to provide long-term incentives to employees and consultants, a Non-Executive Director Deferred Share Unit Plan (“DSU Plan”), and a Non-Executive Directors Fixed Deferred Share Unit Plan (“Fixed DSU Plan”) to offset cash payments for fees to directors.

Awards under the RSU Plan, DSU Plan and Fixed DSU Plan will be settled in common shares of the Company with each restricted share unit (“RSU”) and deferred share unit (“DSU”) entitling the holder to receive one common share of the Company.

The Company has a Restricted Share Unit Plan (the “RSU Plan”) to provide long-term incentives to employees and consultants, a Non-Executive Director Deferred Share Unit Plan and a Non-Executive Directors Fixed Deferred Share Unit Plan (together, the “DSU Plan”) to offset cash payments for fees to directors.

Awards under the RSU Plan, and DSU Plan will be settled in common shares of the Company with each restricted share unit (“RSU”) and deferred share unit (“DSU”) entitling the holder to receive one common share of the Company.

All units are accounted for as equity-settled awards.

Trilogy Metals Inc.

For the Quarter Ended August 31, 2025

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

A summary of the Company’s unit plans and changes during the nine-month period ending August 31, 2025 is as follows:

A summary of the Company’s unit plans and changes during the nine-month period ended February 28, 2026 is as follows:

Number of RSUs

Number of DSUs

Number of Fixed DSUs

Balance – beginning of the year

2 unchanged sentences

Balance – end of the period

For the nine-month period ending August 31, 2025, Trilogy recognized a combined RSU and DSU stock-based compensation charge of $ 2.0 million (2024 - $ 2.5 million), net of estimated forfeitures.

During the three-month period ended February 28, 2026, the Company issued 1,148,007 common shares to settle previously granted and vested RSUs to employees and consultants.

Trilogy Metals Inc.

For the Quarter Ended February 28, 2026

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three-month period ended February 28, 2026, the Company recognized a combined RSU and DSU stock-based compensation charge of $ 0.8 million (2025 - $ 1.4 million), net of estimated forfeitures.

7) Fair value accounting

4 unchanged sentences

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 consist of cash and cash equivalents, accounts receivable, deposits, and accounts payable and accrued liabilities and the derivative liability.

The fair value of the Company’s financial instruments other than derivative liability 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 with a single Canadian Financial Institution and is uninsured as at August 31, 2025.

The carrying amount of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accrued expenses and accounts payable approximate fair value due to the short-term nature of these instruments.

The majority of the Company’s cash and cash equivalents is held with two Canadian Financial Institutions and is uninsured as at February 28, 2026.

The derivative liability representing the Company’s obligation to issue shares and warrants to the U.S.

Department of War 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 at February 28, 2026 of $ 32.2 million (November 2025 - $ 30.7 million) is based on the Company’s common stock price of $ 4.43 at that date, volatility of 81.5 %, a risk-free rate of 3.63 % 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.

During the quarter ended February 28, 2026, the Company recorded a fair value loss of $ 1.5 million primarily reflecting a small increase in the Company’s share price in the period.

A 10 % change in the Company’s stock price affects the gain or loss on the derivative liability by approximately $ 5.0 million at February 28, 2026.

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 February 28, 2026.

Trilogy Metals Inc.

For the Quarter Ended August 31, 2025

For the Quarter Ended February 28, 2026

Trilogy Metals Inc.

4 unchanged sentences

in thousands of dollars

Nine months ended

August 31, 2025

August 31, 2024

Three months ended

February 28, 2026

February 28, 2025

Interest received

10) Subsequent events

On September 2, 2025, pursuant to previous elections, the Board of Directors were granted 49,343 DSUs in settlement of approximately $ 82,000 of director fees.

10) Segment Information

The Company’s operating segments are reported in a manner consistent with the internal reporting provided to its Chief Operating Decision Makers (“CODM”).

The CODM, who are responsible for allocating resources and assessing the performance of the operating segments, have been identified as the Chief Executive Officer and Chief Financial Officer.

The CODM evaluates the Company’s performance based on the overall results of the Company, including the performance of its investment Ambler Metals, which holds the Upper Kobuk Mineral Projects in Alaska.

The Company uses a single U.S.

GAAP-consistent measure of segment profit or loss with no reconciling items or measurement differences.

Management has concluded that consolidated net income (loss) is the appropriate measure of segment of profit or loss.

The CODM does not regularly receive or review discrete segment-level expense categories separate from those presented in the consolidated statements of operations.

Accordingly, no significant segment expenses are separately disclosed, as all expenses are included within the consolidated statement of loss.

11) Subsequent Event

Subsequent to February 28, 2026, on March 30, 2026, the Company, South32, Ambler Metals and the United States Department of War agreed to enter into an amendment to the previously disclosed binding letter of intent (“LOI”) dated October 6, 2025.

The amendment extends the completion date of the transaction from March 31, 2026 to May 31, 2026, to accommodate the completion of remaining procedural steps under the LOI.

All other terms and conditions of the original LOI remain unchanged.

Trilogy Metals Inc.

For the Quarter Ended August 31, 2025

For the Quarter Ended February 28, 2026

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

What changed 10-Q

Item 1. Financial Statements