What changed in this filing

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Item 1. Financial Statements

2026-10-02 compared with 2026-07-08 · 113 added, 65 removed, 321 unchanged (36% of the section changed)

3 unchanged sentences

in thousands of US dollars

August 31, 2026

November 30, 2025

20 unchanged sentences

Total liabilities and shareholders' equity

Subsequent events (note 11)

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

3 unchanged sentences

Trilogy Metals Inc.

For the Quarter Ended May 31, 2026

For the Quarter Ended August 31, 2026

Trilogy Metals Inc.

3 unchanged sentences

For the three months ended

For the six months ended

For the nine months ended

August 31, 2026

August 31, 2025

August 31, 2026

August 31, 2025

Exploration expenses

7 unchanged sentences

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

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

Loss and comprehensive loss for the period

Gain on derivative at fair market value (note 7)

Net Income/(loss) and comprehensive loss for the period

Basic loss per common share

4 unchanged sentences

Trilogy Metals Inc.

For the Quarter Ended May 31, 2026

For the Quarter Ended August 31, 2026

Trilogy Metals Inc.

17 unchanged sentences

Balance – May 31, 2025

Exercise of options

Stock-based compensation

Loss for the period

Balance – August 31, 2025

Balance – November 30, 2025

10 unchanged sentences

Balance – May 31, 2026

Restricted Share Units

Stock-based compensation

Income for the period

Balance – August 31, 2026

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

Trilogy Metals Inc.

For the Quarter Ended May 31, 2026

For the Quarter Ended August 31, 2026

Trilogy Metals Inc.

1 unchanged sentence

in thousands of US dollars

For the six months ended

For the nine months ended

August 31, 2026

August 31, 2025

Cash flows used in operating activities

4 unchanged sentences

Loss on equity investment in Ambler Metals LLC

Loss on derivative carried at fair market value

Gain on derivative carried at fair market value

Unrealized foreign exchange gain

2 unchanged sentences

Decrease/(increase) in accounts receivable

Decrease in deposits and prepaid amounts

(Decrease)/increase in accounts payable and accrued liabilities

(Increase) in deposits and prepaid amounts

(Decrease) in accounts payable and accrued liabilities

Total cash flows used in operating activities

12 unchanged sentences

Trilogy Metals Inc.

For the Quarter Ended May 31, 2026

For the Quarter Ended August 31, 2026

Trilogy Metals Inc.

13 unchanged sentences

Investment in Ambler Metals LLC

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

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

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

12 unchanged sentences

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.

See Note 11, Subsequent Events, for additional information regarding this transaction.

Trilogy Metals Inc.

For the Quarter Ended May 31, 2026

For the Quarter Ended August 31, 2026

Trilogy Metals Inc.

27 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 May 31, 2026, totaled $ 112.1 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 August 31, 2026, totaled $ 109.0 million (November 30, 2025 - $ 105.3 million).

Trilogy Metals Inc.

For the Quarter Ended May 31, 2026

For the Quarter Ended August 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 $ 2.3 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.

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 $ 9.6 million for the three-month period ended August 31, 2026 (2025 - $ 0.9 million) and $ 13.2 million for the nine-month period ended August 31, 2026 (2025 - $ 2.2 million).

During the nine-month period ended August 31, 2026, Trilogy and South32 each contributed $ 17.0 million in cash to Ambler Metals to fund its operations.

The carrying value of Trilogy’s 50 % investment in Ambler Metals as at August 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 six-month period ended May 31, 2026

May 31, 2026, Investment in Ambler Metals

Share of loss on equity investment for the nine-month period ended August 31, 2026

August 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

August 31, 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 May 31, 2026.

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

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

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

in thousands of dollars

For the six months ended

For the nine months ended

August 31, 2026

Project costs

2 unchanged sentences

Trilogy Metals Inc.

For the Quarter Ended May 31, 2026

For the Quarter Ended August 31, 2026

Trilogy Metals Inc.

1 unchanged sentence

(e) Related party transactions

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;

During the nine-month period ended August 31, 2026, the Company charged $ 17,800 (2025 - $ 102,250 ) 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 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.

As at August 31, 2026, there is no receivable that remains outstanding.

4) Accounts payable and accrued liabilities

in thousands of dollars

August 31, 2026

November 30, 2025

7 unchanged sentences

Net amortization

Balance as at May 31, 2026

Balance as at August 31, 2026

(b) Lease liabilities

5 unchanged sentences

in thousands of dollars

Six months ended

Nine months ended

August 31, 2026

August 31, 2025

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.

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 May 31, 2026

For the Quarter Ended August 31, 2026

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

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

As at August 31, 2026, the remaining lease term is 1.8 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 six-month period ended May 31, 2026, is as follows:

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

● Cash paid for base rent included in the measurement of lease liabilities was approximately $ 36,800 .

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

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

in thousands of dollars

August 31, 2026

Total undiscounted lease payments

11 unchanged sentences

Shares issued from restricted share units

May 31, 2026, issued and outstanding

August 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 May 31, 2026

For the Quarter Ended August 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.

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

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

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 six-month period ended May 31, 2026 are as provided below.

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

Weighted average

4 unchanged sentences

Expected dividends

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 Company recognized a stock option expense of $ 0.5 million for the three-month period ended August 31, 2026 (2025 - $ 0.1 million) and $ 3.2 million for the nine-month period ended August 31, 2026 (2025 - $ 1.0 million), net of forfeitures.

As at August 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 $ 1.1 million.

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:

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

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

Weighted average

4 unchanged sentences

Trilogy Metals Inc.

For the Quarter Ended May 31, 2026

For the Quarter Ended August 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.

During the nine-month period ended August 31, 2026, the Company issued 253,334 common shares (2025 – 400,000 ) 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 contributed surplus to share capital, and additional paid-in capital $ 0.3 million related to stock-based compensation was attributed to common stock.

The following table summarizes information about the stock options outstanding at August 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 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).

The aggregate intrinsic value of vested stock options (the market value less the exercise price) at August 31, 2026 was $ 21.8 million (2025 - $ 6.1 million) and the aggregate intrinsic value of exercised stock options for the nine-month period ended August 31, 2026 was $ 0.9 million (2025 - $ 0.3 million).

Restricted Share Units and Deferred Share Units

2 unchanged sentences

All units are accounted for as equity-settled awards.

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

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

Number of RSUs

4 unchanged sentences

Balance – end of the period

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.

During the nine-month period ended August 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 August 31, 2026, the Company recognized a combined RSU and DSU stock-based compensation charge of $ 0.2 million (2025 - $ 0.2 million) and $ 1.3 M for the nine-month period ended August 31, 2026 (2025 - $ 2.0 million), net of estimated forfeitures.

Trilogy Metals Inc.

For the Quarter Ended May 31, 2026

For the Quarter Ended August 31, 2026

Trilogy Metals Inc.

9 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 May 31, 2026.

The majority of the Company’s cash and cash equivalents is held with two Canadian Financial Institutions and is uninsured as at August 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 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 estimated fair value at August 31, 2026 of $ 23.0 million (November 2025 - $ 30.7 million) is based on the Company’s common stock price of $ 3.61 at that date, volatility of 85.6 %, a risk-free rate of 3.69 % 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 nine-month ended August 31, 2026, the Company recorded a fair value gain of $ 7.7 million primarily reflecting a decrease 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 $ 4.1 million at August 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 $ 1.1 million at August 31, 2026.

On March 30, 2026, the Company, South32, Ambler Metals and the United States Department of War entered 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.

No further amendments were made.

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

See Note 11, Subsequent Events, for additional information regarding this transaction.

8) Commitment

1 unchanged sentence

Trilogy Metals Inc.

For the Quarter Ended May 31, 2026

For the Quarter Ended August 31, 2026

Trilogy Metals Inc.

2 unchanged sentences

in thousands of dollars

Six months ended

Nine months ended

August 31, 2026

August 31, 2025

Interest received

2 unchanged sentences

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 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 UKMP in Alaska.

The Company uses a single U.S.

4 unchanged sentences

Trilogy Metals Inc.

For the Quarter Ended May 31, 2026

For the Quarter Ended August 31, 2026

Trilogy Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

11) Subsequent events

On September 11, 2026, the Company completed the strategic equity investment (the “Strategic Investment”) with the U.S.

Department of War (the “DOW”), which was initially agreed to in the LOI entered into October 6, 2025.

Under the terms of the investment agreement dated August 28, 2026 between the Company and the DOW (the “Investment Agreement”), the Company issued and sold 8,215,570 units at a price of $ 2.17 per unit, 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 on the September 11, 2026 closing date.

The warrants are exercisable upon the earlier of:

i) the completion of Phase 1 of the Ambler Access Project;

ii) the use by Ambler Metals of the Ambler Access Project by at least 10 trucks transporting concentrate within any 10 -day period;

and iii) a change in control of the Company.

Under the terms of the Investment Agreement, the DOW is entitled to appoint a representative to the Company’s board of directors (the “Board”).

The DOW is also entitled to appoint an observer to the Board.

The DOW also purchased from South 32 8,215,570 common shares of the Company previously held by South32, together with a 10 -year call option to acquire an additional 6,161,678 common shares of the Company, under the terms of a transaction agreement dated August 28, 2026 between South32 and the DOW.

The Company received gross proceeds of approximately $ 17.8 million from the closing of this offering and incurred legal expenses of approximately $ 0.4 million in connection with this transaction.

Under the agreement, the Company is required to use the proceeds to make an additional cash capital contribution directly into Ambler Metals.

This contribution will be made concurrent with an equivalent contribution by South32;

consequently, the Company’s 50 % equity ownership interest in Ambler Metals will remain unchanged.

Upon the closing of the agreement, the Company recognized a gain of $ 3.9 million on the settlement of the derivative liability that represented the Company’s obligation to issue shares and warrants to the DOW.

The associated derivative liability was extinguished upon closing, and the applicable amounts were reclassified to share capital and contributed surplus.

Management has evaluated subsequent events through October 2, 2026, the date these financial statements were available to be issued.

Trilogy Metals Inc.

For the Quarter Ended August 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