What changed in this filing

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Item 1. Financial Statements

2026-07-08 compared with 2026-04-02 · 91 added, 88 removed, 295 unchanged (38% of the section changed)

3 unchanged sentences

in thousands of US dollars

February 28, 2026

November 30, 2025

25 unchanged sentences

Trilogy Metals Inc.

For the Quarter Ended February 28, 2026

For the Quarter Ended May 31, 2026

Trilogy Metals Inc.

3 unchanged sentences

For the three months ended

February 28, 2026

February 28, 2025

For the six months ended

Exploration expenses

Foreign exchange gain

Foreign exchange loss/(gain)

General and administrative

5 unchanged sentences

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

Loss on derivative carried at fair market value

Loss on derivative carried at fair market value (note 7)

Loss and comprehensive loss for the period

5 unchanged sentences

Trilogy Metals Inc.

For the Quarter Ended February 28, 2026

For the Quarter Ended May 31, 2026

Trilogy Metals Inc.

11 unchanged sentences

Balance – February 28, 2025

Exercise of options

Restricted Share Units

Services settled by common shares

Stock-based compensation

Loss for the period

Balance – May 31, 2025

Balance – November 30, 2025

5 unchanged sentences

Balance – February 28, 2026

Exercise of options

Restricted Share Units

Stock-based compensation

Loss for the period

Balance – May 31, 2026

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

Trilogy Metals Inc.

For the Quarter Ended February 28, 2026

For the Quarter Ended May 31, 2026

Trilogy Metals Inc.

1 unchanged sentence

in thousands of US dollars

For the three months ended

February 28, 2026

February 28, 2025

For the six months ended

Cash flows used in operating activities

5 unchanged sentences

Loss on derivative carried at fair market value

Unrealized foreign exchange (gain)/loss

Unrealized foreign exchange gain

Stock-based compensation

2 unchanged sentences

Decrease in deposits and prepaid amounts

Decrease in accounts payable and accrued liabilities

(Decrease)/increase in accounts payable and accrued liabilities

Total cash flows used in operating activities

12 unchanged sentences

Trilogy Metals Inc.

For the Quarter Ended February 28, 2026

For the Quarter Ended May 31, 2026

Trilogy Metals Inc.

13 unchanged sentences

Investment in Ambler Metals LLC

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

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

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

3 unchanged sentences

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 Company concludes there is sufficient evidence of 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.

2 unchanged sentences

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.

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 one common share of the Company and ¾ of a 10 -year warrant.

Each full warrant is exercisable to acquire one common share 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 February 28, 2026

For the Quarter Ended May 31, 2026

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

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.

Stock-based payments

New accounting pronouncements

21 unchanged sentences

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 February 28, 2026, totaled $ 106.4 million (November 30, 2025 - $ 105.3 million).

Our maximum exposure to loss in this entity is limited to the carrying amount of our investment in Ambler Metals, which, as of May 31, 2026, totaled $ 112.1 million (November 30, 2025 - $ 105.3 million).

Trilogy Metals Inc.

For the Quarter Ended February 28, 2026

For the Quarter Ended May 31, 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 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.

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 $ 2.3 million for the three-month period ended May 31, 2026 (2025 - $ 0.8 million) and $ 3.7 million for the six-month period ended May 31, 2026 (2025 - $ 1.3 million).

During the six-month period ended May 31, 2026, Trilogy and South32 each contributed $ 10.5 million in cash to Ambler Metals to fund its operations.

The carrying value of Trilogy’s 50 % investment in Ambler Metals as at May 31, 2026 is summarized in the following table.

in thousands of dollars

1 unchanged sentence

Joint venture equity contribution

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

February 28, 2026, Investment in Ambler Metals

Share of loss on equity investment for the six-month period ended May 31, 2026

May 31, 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

February 28, 2026

November 30, 2025

6 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 February 28, 2026.

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

The majority of the cash and cash equivalents is uninsured as at May 31, 2026.

(d) The following table summarizes Ambler Metals’ loss for the six-month period ended May 31, 2026.

in thousands of dollars

For the three months ended

February 28, 2026

For the six months ended

Project costs

2 unchanged sentences

Trilogy Metals Inc.

For the Quarter Ended February 28, 2026

For the Quarter Ended May 31, 2026

Trilogy Metals Inc.

1 unchanged sentence

(e) Related party transactions

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;

During the six-month period ended May 31, 2026, the Company charged $ 17,800 (2025 - $ 105,200 ) related to administration services, accounting services and reimbursements of expenditure 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.

As at May 31, 2026, $ 4,600 remains outstanding and is recorded as a receivable.

Subsequent to May 31, 2026, the Company funded an additional $ 6.5 million to Ambler Metals, bringing total funding to $ 17.0 million.

4) Accounts payable and accrued liabilities

in thousands of dollars

February 28, 2026

November 30, 2025

7 unchanged sentences

Net amortization

Balance as at February 28, 2026

Balance as at May 31, 2026

(b) Lease liabilities

5 unchanged sentences

in thousands of dollars

Three months ended

February 28, 2026

February 28, 2025

Six months ended

Fixed rent expense

2 unchanged sentences

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 six-month period ended May 31, 2025, variable lease costs have been reduced by a refund received for adjusted operating costs.

Trilogy Metals Inc.

For the Quarter Ended February 28, 2026

For the Quarter Ended May 31, 2026

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

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

As at May 31, 2026, the remaining lease term is 2.0 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:

Supplemental cash flow information relating to our leases during the six-month period ended May 31, 2026, is as follows:

● Cash paid for base rent included in the measurement of lease liabilities was approximately $ 24,500 .

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

Future minimum payments relating to the lease recognized in our balance sheet as of May 31, 2026 are as follows:

in thousands of dollars

February 28, 2026

Total undiscounted lease payments

11 unchanged sentences

Shares issued from restricted share units

February 28, 2026, issued and outstanding

May 31, 2026, issued and outstanding

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

5 unchanged sentences

Trilogy Metals Inc.

For the Quarter Ended February 28, 2026

For the Quarter Ended May 31, 2026

Trilogy Metals Inc.

2 unchanged sentences

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

No shares were issued under its Nov ATM Program during the three-month ended May 31, 2026.

Stock options

1 unchanged sentence

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

No grants were made during the three-month periods ended May 31, 2026 and 2025.

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 three-month period ended February 28, 2026 are as provided below.

Assumptions used in the pricing model for stock options granted in the six-month period ended May 31, 2026 are as provided below.

Weighted average

4 unchanged sentences

Expected dividends

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 Company recognized a stock option expense of $ 0.5 million for the three-month period ended May 31, 2026 (2025 - $ 0.1 million) and $ 2.7 million for the six-month period ended May 31, 2026 (2025 - $ 0.9 million), net of forfeitures.

As at May 31, 2026, there were 1,435,005 unvested stock options outstanding with a weighted average exercise price of CDN$ 4.67 .

The unvested stock option expense not yet recognized was $ 1.6 million.

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

Trilogy Metals Inc.

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 three-month period ended February 28, 2026 is as follows:

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

A summary of the Company’s stock options outstanding and changes during the six-month period ended May 31, 2026 is as follows:

Weighted average

3 unchanged sentences

Balance – end of the period

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 February 28, 2026.

Trilogy Metals Inc.

For the Quarter Ended May 31, 2026

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

During the six-month period ended May 31, 2026, the Company issued 253,334 common shares (2025 – 350,000 ) of the Company on the exercise of stock options with a weighted average price of CDN$ 1.49 per share.

Upon exercise of these stock options, $ 0.1 million was reclassified from additional paid-in capital related to stock-based compensation to common stock.

The following table summarizes information about the stock options outstanding at May 31, 2026.

average years

6 unchanged sentences

$ 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).

The aggregate intrinsic value of vested stock options (the market value less the exercise price) at May 31, 2026 was $ 29.6 million (2025 - $ 4.0 million) and the aggregate intrinsic value of exercised stock options for the six-month period ended May 31, 2026 was $ 0.9 million (2025 - $ 0.3 million).

Restricted Share Units and Deferred Share Units

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.

Awards under the RSU Plan and DSU Plans 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.

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

A summary of the Company’s unit plans and changes during the six-month period ended May 31, 2026 is as follows:

Number of RSUs

4 unchanged sentences

Balance – end of the period

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.

During the six-month period ended May 31, 2026, the Company issued 1,248,007 common shares to settle previously granted and vested RSUs to employees and consultants.

For the three-month period ended May 31, 2026, the Company recognized a combined RSU and DSU stock-based compensation charge of $ 0.2 million (2025 - $ 0.2 million) and $ 1.0 million for the six-month period ended May 31, 2026 (2025 - $ 1.6 million), net of estimated forfeitures.

Trilogy Metals Inc.

For the Quarter Ended February 28, 2026

For the Quarter Ended May 31, 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

7 unchanged sentences

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 two Canadian Financial Institutions and is uninsured as at February 28, 2026.

The majority of the Company’s cash and cash equivalents is held with two Canadian Financial Institutions and is uninsured as at May 31, 2026.

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

1 unchanged sentence

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.

The estimated fair value at May 31, 2026 of $ 34.5 million (November 2025 - $ 30.7 million) is based on the Company’s common stock price of $ 4.63 at that date, volatility of 82.07 %, 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 six-month ended May 31, 2026, the Company recorded a fair value loss of $ 3.8 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 $ 5.2 million at May 31, 2026.

A 10 % change in management’s estimate of the likelihood of completion affects the gain or loss on the derivative liability by approximately $ 1.4 million at May 31, 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 first amendment extended the completion date of the transaction from March 31, 2026 to May 31, 2026.

On May 30, 2026, the parties entered into a second amendment to extend the completion date of the transaction from May 31, 2025 to July 31, 2026.

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

8) Commitment

The Company has commitments with respect to an office lease requiring future minimum lease payments as summarized in note 5(b) above.

Trilogy Metals Inc.

For the Quarter Ended February 28, 2026

For the Quarter Ended May 31, 2026

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

8) Commitment

The Company has commitments with respect to an office lease requiring future minimum lease payments as summarized in note 5(b) above.

9) Supplemental cash flow information

in thousands of dollars

Three months ended

February 28, 2026

February 28, 2025

Six months ended

Interest received

8 unchanged sentences

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 February 28, 2026

For the Quarter Ended May 31, 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