What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-04-02 compared with 2025-10-01 · 99 added, 103 removed, 122 unchanged (62% of the section changed)

2 unchanged sentences

Management’s Discussion & Analysis

For the Quarter Ended August 31, 2025

For the Quarter Ended February 28, 2026

(expressed in US dollars)

4 unchanged sentences

Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable securities laws.

These forward-looking statements may include statements regarding the Company’s work programs and budgets;

the aggregate value of common shares that may be issued pursuant to the at-the-market equity offering program and the anticipated use of net proceeds;

perceived merit of properties, exploration results and budgets, the Company and Ambler Metals’ funding requirements, mineral reserves and resource estimates, work programs, capital expenditures, operating costs, cash flow estimates, production estimates and similar statements relating to the economic viability of a project, timelines, strategic plans, statements regarding Ambler Metals’ plans and expectations relating to its Upper Kobuk Mineral Projects (the “UKMP”, as defined below), sufficiency of the Ambler Metals’ cash to fund the UKMP, market prices for precious and base metals, statements regarding the Ambler Access Project ( also known as the Ambler Mining District Industrial Access Project, “AMDIAP”) , or other statements that are not statements of fact.

These forward-looking statements may include statements regarding the Company’s (as defined below) work programs and budgets;

the aggregate value of common shares that may be issued pursuant to the Nov ATM Program and the anticipated use of net proceeds;

perceived merit of properties;

exploration results and budgets;

the Company and Ambler Metals’ funding requirements;

mineral reserves and resource estimates;

work programs, capital expenditures, operating costs, cash flow estimates, production estimates and similar statements relating to the economic viability of a project;

timelines, strategic plans, statements regarding Ambler Metals’ plans and expectations relating to its Upper Kobuk Mineral Projects (the “UKMP”, as defined below);

sufficiency of the Ambler Metals’ cash to fund the UKMP;

the anticipated timing of permitting at the UKMP;

the anticipated benefits of recent management appointments;

market prices for precious and base metals;

statements regarding the Ambler Access Project (also known as the Ambler Mining District Industrial Access Project, “AMDIAP”);

or other statements that are not statements of fact.

These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.

7 unchanged sentences

● the adequacy of our financial resources;

● the receipt of third party contractual, regulatory and governmental approvals for the exploration, development, construction and production of our properties and any litigation or challenges to such approvals;

Trilogy Metals Inc.

For the Quarter Ended August 31, 2025

For the Quarter Ended February 28, 2026

● our expected ability to develop adequate infrastructure and that the cost of doing so will be reasonable;

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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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● commodity price fluctuations;

Trilogy Metals Inc.

For the Quarter Ended February 28, 2026

● uncertainty related to title to our mineral properties;

1 unchanged sentence

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

Trilogy Metals Inc.

For the Quarter Ended August 31, 2025

● 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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● the Company’s expectation of not paying cash dividends;

Trilogy Metals Inc.

For the Quarter Ended February 28, 2026

● adverse federal income tax consequences for U.S.

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● risks related to adverse publicity from non-governmental organizations;

Trilogy Metals Inc.

For the Quarter Ended August 31, 2025

● changes in U.S.

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● risks related to the sales by existing shareholders;

● risks related to the possible utilization of the ATM Program;

● risks related to the possible utilization of the Nov ATM Program;

● loss of the entire investment;

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This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements.

Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those referred to in Trilogy’s Form 10-K for the fiscal year ended November 30, 2024, filed with the Canadian securities regulatory authorities and the SEC on February 14, 2025, and other information released by Trilogy and filed with the appropriate regulatory agencies.

Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those referred to in Trilogy’s Annual Report on Form 10-K, filed with the Canadian securities regulatory authorities and the SEC on February 17, 2026, and other information released by Trilogy and filed with the appropriate regulatory agencies.

The Company’s forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made, and the Company does not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change, except as required by law.

1 unchanged sentence

This MD&A of Trilogy Metals Inc.

(“Trilogy”, “Trilogy Metals”, “the Company” or “we”) is dated September 30, 2025 and provides an analysis of our unaudited condensed interim consolidated financial results for the quarter ended August 31, 2025 compared to the quarter ended August 31, 2024.

The following information should be read in conjunction with our August 31, 2025 unaudited condensed interim consolidated financial statements and related notes which were prepared in accordance with United States generally accepted accounting principles (“U.S.

(“Trilogy”, “Trilogy Metals”, the “Company” or “we”) is dated April 2, 2026 and provides an analysis of our unaudited condensed interim consolidated financial results for the quarter ended February 28, 2026 compared to the quarter ended February 28, 2025.

Trilogy Metals Inc.

For the Quarter Ended February 28, 2026

The following information should be read in conjunction with our February 28, 2026 unaudited condensed interim consolidated financial statements and related notes which were prepared in accordance with United States generally accepted accounting principles (“U.S.

The MD&A should also be read in conjunction with our audited consolidated financial statements and related notes for the year ended November 30, 2025.

1 unchanged sentence

GAAP accounting policies is outlined in note 2 of the audited consolidated financial statements.

All amounts are in United

Trilogy Metals Inc.

For the Quarter Ended August 31, 2025

States dollars unless otherwise stated.

All amounts are in United States dollars unless otherwise stated.

References to “Canadian dollars” and “CDN$” are to the currency of Canada and references to “U.S.

2 unchanged sentences

Trilogy’s shares are listed on the TSX and the NYSE American under the symbol “TMQ”.

Additional information related to Trilogy, including our annual report on Form 10-K for the fiscal year ended November 30, 2024, is available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

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.

Description of business

7 unchanged sentences

Corporate and project 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.

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.

At-The-Market Offering

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”).

On the same date, the Company filed a prospectus supplement (the “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 ATM Program.

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

The Common Shares sold under the ATM Program, if any, will be sold at the prevailing market price at the time of sale.

The net proceeds

Trilogy Corporate Developments

The Company expanded its corporate management capabilities with additions in strategic advisory, corporate development, investor relations, and communications.

These enhancements are expected to support increased oversight of joint venture activities, strengthen stakeholder engagement, and improve the Company’s ability to advance long ‑ term strategic initiatives.

Trilogy – Operating Results Compared to Budget

The Company has a 2026 fiscal year budget totaling $22.5 million, which is comprised of $5.0 million for corporate activities and $17.5 million for funding project activities at Ambler Metals.

For the three-month period ended February 28, 2026, the Company recorded a net loss of $7.1 million, compared with a budgeted loss of $4.8 million.

The variance was primarily driven by non-cash expenses that were not included in the budget, partially offset by lower than planned expenditures from Ambler Metals.

During the quarter, the Company recorded a $1.5 million non-cash mark-to-market adjustment related to the derivative liability associated with our obligation to issue shares and warrants to a U.S.

government department.

The Company also recognized $3.1 million of stock-based compensation expense associated with the current fiscal year’s annual equity grant.

These two non-cash expenses were not included in the budget and

Trilogy Metals Inc.

For the Quarter Ended August 31, 2025

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

Budget -Trilogy

The Company has an initial 2025 fiscal year budget totaling $3.1 million.

For the nine-month period ended August 31, 2025, we spent $3.1 million primarily for personnel costs, professional fees, regulatory and office expenses comparable with budgeted expenditures totaling $2.6 million.

Our overall corporate expenditures are tracking as planned to the initial budget except for the costs associated with the establishment of the Base Shelf Prospectus and ATM program, which was approved during the year by the Board of Directors.

Budget - Ambler Metals LLC

The board of Ambler Metals approved an initial 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.

For the nine-month period ended August 31, 2025, Ambler Metals spent $3.8 million in expenses primarily related to salaries and wages, professional fees, engineering, and project support.

This compared to a budget amount for the nine-month period of $4.0 million, resulting in expenditures being under budget by $0.2 million.

The variance was mainly due to delayed hiring and lower than planned general administrative expenses.

In addition, the board of Ambler Metals approved a supplemental budget of $0.8 million to support the Ambler Access Project for the nine-month period ended August 31, 2025.

For the nine-month ended August 31, 2025, Ambler Metals incurred $0.7 million related to the Ambler Access Project costs, primarily consisting of community engagement activities.

For the Quarter Ended February 28, 2026

were partially offset by a favorable variance from the accounting for the equity investment in Ambler Metals, reflecting lower expenditures than budget due to slower than planned hiring of personnel at Ambler Metals.

Extension of Binding Letter of Intent with the United States Department of War

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 deadline for the completion 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.

Summary of results

in thousands of US dollars, except share and per share amounts

in thousands of dollars, except per share amount

Three months ended

Nine months ended

August 31, 2025

August 31, 2024

August 31, 2025

August 31, 2024

February 28, 2026

February 28, 2025

Exploration expenses

General and administrative

3 unchanged sentences

Share of loss on equity investment

Loss on derivatives carried at fair market value

Interest and other income

Comprehensive loss for the period

Basic and diluted loss per common share

For the three-month period ended August 31, 2025, we reported a net loss of $1.7 million compared to a net loss of $1.6 million for the three-month period ended August 31, 2024.

The increase in comprehensive loss in the third quarter of 2025, compared to the same quarter in 2024, was primarily driven by site activities of Ambler Metals during the summer for environmental baseline work and the start of a core re-boxing program.

For the nine-month period ended August 31, 2025, we reported a net loss of $7.5 million, compared to a net loss of $7.0 million for the same period in 2024.

The increase in net loss was primarily driven by higher regulatory expenses and legal fees related to the Company’s Base Shelf Prospectus and ATM Program and our share of losses from Ambler Metals for

Trilogy Metals Inc.

For the Quarter Ended August 31, 2025

incorporating the environmental baseline work and core re-boxing program.

These increases were partially offset by lower office expenses and higher interest income earned.

For the three-month period ended February 28, 2026, we reported a net loss of $7.1 million compared to a net loss of $3.6 million for the three-month period ended February 28, 2025.

The increase in net loss is primarily driven by two non-cash items:

i) the mark-to-market fair value adjustment of $1.5 million for the derivative liability related to our obligation to issue shares and warrants to the U.S.

Department of War;

and ii) stock-based compensation charges as a result of our annual grant with higher Black-Scholes values in the current year compared with the prior year.

The loss is also impacted by an increase in activity at Ambler Metals which resulted in a larger amount for our share of loss on the equity investment and an increase in personnel costs due to the addition of senior staff.

Liquidity and capital resources

During the nine-month period ending August 31, 2025, we used $2.7 million in operating activities.

The majority of these funds was spent on corporate salaries, professional fees to complete the Bornite PEA, and the establishment of the Base Shelf Prospectus and ATM Program along with related regulatory filing fees with the United States and Canadian securities commissions.

In addition, the Company incurred annual listing fees for the NYSE American and the TSX during the first fiscal quarter.

These cash outflows were partially offset by $0.2 million received in financing activities related to the exercise of stock options.

As at August 31, 2025, we had cash and cash equivalents of $23.4 million and working capital of $23.4 million, which we define as current assets less current liabilities.

There is sufficient cash on hand to fund the initial fiscal 2025 budget of $3.1 million, as well as the subsequently approved expenditures related to the Base Shelf Prospectus and ATM Program.

To ensure sufficient liquidity in the future to support our operations, administration expenses and contributions for our share of Ambler Metals, we have an effective Base Shelf Prospectus that allows for the future issuance, from time to time, of up to $50.0 million in Securities.

We have also established an ATM Program whereby we may, from time to time and at our discretion, offer and sell the Common Shares having an aggregate gross sales price of up to $25.0 million under the ATM Program, through the Agents, at the prevailing market price at the time of sale.

As at September 30, 2025, we have not utilized the ATM program.

We believe our current cash position is sufficient to meet our working capital requirement for the next 12 months.

Beyond the next year, future cash requirements may vary materially from current expectations.

We may need to raise additional funds in the future to support our operations, administration expenses and our contributions for our share of Ambler Metals.

During the three-month period ended February 28, 2026, we used $2.7 million in operating activities, used $2.5 million in investing activities, and raised $1.3 million in financing activities.

Operating expenditures were driven primarily by corporate salaries, professional fees and annual regulatory filing fees with the U.S.

and Canadian securities commissions.

In addition, the Company contributed $2.5 million for our share of funding to Ambler Metals.

These cash outflows were offset by $1.3 million in proceeds from financing activities, primarily from the Company’s at-the-market equity program through which the Company may offer and issue up to $200 million of common shares of the Company from time to time pursuant to an equity distribution agreement dated November 7, 2025, and from the exercise of stock options.

As at February 28, 2026, we had cash and cash equivalents of $47.8 million and adjusted working capital of $47.3 million, which are current assets less current liabilities excluding the derivative liability which will be settled by way of the issuance of shares and warrants.

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

Trilogy Metals Inc.

For the Quarter Ended February 28, 2026

Off-balance sheet arrangements

1 unchanged sentence

Outstanding share data

As at September 30, 2025, we had 164,311,410 common shares issued and outstanding.

As at September 30, 2025, we had 11,695,234 stock options outstanding with a weighted-average exercise price of CDN$1.45, 3,206,355 DSUs, 353,948 Fixed DSUs and 1,798,338 RSUs outstanding.

As at September 30, 2025 we have 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.

Upon the exercise of all the foregoing convertible securities, the Company would be required to issue an aggregate of 17,054,734 common shares.

As at April 2, 2026, we had 172,545,639 common shares issued and outstanding.

As April 2, 2026, we had 9,935,250 stock options outstanding with a weighted-average exercise price of CDN$2.01, 3,580,862 deferred share units and 951,670 restricted share units outstanding.

Upon the exercise of all convertible securities, the Company would be required to issue an aggregate of 14,467,782 common shares.

New accounting pronouncements

Updates to Reportable Segment Disclosures

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

Improvements to Reportable Segment Disclosures”.

ASU 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

Trilogy Metals Inc.

For the Quarter Ended August 31, 2025

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 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 disclosure 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.

The 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.

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, 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.

Trilogy Metals Inc.

For the Quarter Ended February 28, 2026

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.

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

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 and 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 recognition would result in an additional charge to the income tax expense and liability.

Trilogy Metals Inc.

For the Quarter Ended August 31, 2025

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 have been changes to the development plans or project strategy.

If the Company concludes that sufficient evidence of a potential other-than-temporary impairment exists, 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 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

Compensation expense for stock options granted to employees, directors and certain service providers is determined based on estimated fair values of the stock options at the time of grant using the Black-Scholes option pricing model, which takes into account, as of the grant date, the fair market value of the shares, expected volatility, expected life, expected forfeiture rate, expected dividend yield and the risk-free interest rate over the expected life of the option.

Compensation expense for options granted to employees, directors and certain service providers is determined based on estimated fair values of the options at the time of grant using the Black-Scholes option pricing model, which takes into account, as of the grant date, the fair market value of the shares, expected volatility, expected life, expected forfeiture rate, expected dividend yield and the risk-free interest rate over the expected life of the option.

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.

Additional information

Additional information regarding the Company, including our annual report on Form 10-K for the fiscal year ended November 30, 2024, is available on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov and on our website at www.trilogymetals.com.

Additional information regarding the Company, including our Annual Report on Form 10-K, is available on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov and on our website at www.trilogymetals.com.

Information contained on our website is not incorporated by reference.

1 unchanged sentence

Not applicable.

Trilogy Metals Inc.

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 2. Management’s Discussion and Analysis