This news release constitutes a “designated news release” for the purposes of Trilogy Metals Inc.’s
This news release constitutes a “designated news release” for the purposes of Trilogy Metals Inc.’s
prospectus supplement dated May 27, 2025, to its short form base shelf prospectus dated April 14, 2025.
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News Release
Trilogy Metals Announces Strategic Investment
by US Federal Government
October 6, 2025 – Vancouver, British Columbia – Trilogy Metals Inc. (NYSE American / TSX: TMQ)
(“Trilogy Metals”, “Trilogy” or “the Company”) is pleased to announce that the Company, South32
Limited (ASX, LSE, JSE: S32; ADR: SOUHY) (“South32”) and Ambler Metals LLC (“Ambler Metals”)
have entered into a binding letter of intent with the U.S. Department of War (“DOW”) , led by the
Office of the Undersecretary of Defense for Acquisitions and Sustainment (“OUSD (A&S)”) and the
Office of Strategic Capital (“OSC”), for an investment to advance exploration and development of
the Company’s Upper Kobuk Mineral Projects (“UKMP”). The UKMP are held by Ambler Metals – the
Company’s 50/50 joint venture with South32.
The DOW to invest approximately $35.6 million for the development of critical mineral
resources at the UKMP in transactions with Trilogy Metals and South32.
The DOW will hold approximately 10% of Trilogy Metals.
The DOW intends to invest approximately $17.8 million in Trilogy Metals in exchange for 8,215,570
units at a price of $2.17 per unit, with each unit comprising of one common share of Trilogy Metals
and 3/4 of a 10 -year warrant. Ea ch full warrant would be exercisable following completion of
construction of the Ambler Access Project (or “Ambler Road”) at an exercise price of $0.01 to acquire
one common share of Trilogy.
The DOW intends to pay approximately $17.8 million to South32 in exchange for 8,215,570 common
shares of Trilogy Metals that South32 currently holds and a 10 -year call option to acquire an
additional 6,161,678 shares of Trilogy Metals from South32 at a price of $0.01 per share, exercisable
following completion of construction of the Ambler Road , the entire proceeds of which, will be
reinvested in Ambler Metals.
Trilogy Metals and South32 commit to use the funds to advance the exploration and development of
the UKMP. DOW shall have the right to appoint one independent third-party director to the board of
directors of Trilogy Metals for a period of three years. From the date hereof until January 1, 2029,
Trilogy Metals agrees to not incur obligations with respect to third-party indebtedness for borrowed
money in excess of $1 billion in the aggregate without the prior written approval of DOW.
The proposed transaction also contemplates that Ambler Metals, South32 , Trilogy Metals, the U.S.
Government and other interested parties, as applicable , will discuss in good faith a framework
agreement to establish the basis on which the Ambler Road can be permitted, financed and
NYSE American / TSX
Symbol: TMQ
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constructed—unlocking the development of Arctic, Bornite and any other mineral projects identified
through Ambler Metals exploration efforts. DOW will work in good faith to help facilitate financing
required for the construction of the Ambler Road in coordination with the State of Alaska. The parties
are also committed to work collaboratively in good faith to include future UKMP permit applications
in the FAST-41 process to assist with expediting the mine permitting process.
Any transaction is subject to the receipt of all regulatory and stock exchange approvals and the
parties expect to negotiate definitive documentation reflecting the terms of the transaction. The
Company intends to rely on the Exemptions for Eligible Interlisted Issuer in accordance with section
602.1 of the TSX Company Manual. The parties intend to close the transaction promptly following
the reauthorization of the Defense Production Act by the United States Congress and the completion
by the U.S. Government of its Foreign Ownership, Control, or Influence (FOCI) review; provided
however, that if these conditions have not occurred prior to March 31, 2026 the letter of intent will
terminate.
The Ambler Access Project or Ambler Road is a proposed 211-mile, industrial-use-only road from the
Ambler Mining District to the Dalton Highway that would enable the advancement of exploration and
development of the Company’s mineral projects in Northwest Alaska . The Ambler Road is held by
The Alaska Industrial Development and Export Authority (“AIDEA”), a public corporation of the State
of Alaska.
“This proposed partnership with the U.S. Government represents a significant milestone for Trilogy
Metals and for the development of a secure, domestic supply of critical minerals for America in
Alaska. The Department of War’s interest underscores the strategic importance of the Upper Kobuk
Mineral Projects in supporting U.S. energy, technology, and national security priorities. We look
forward to working with our partners at South32, federal and state agencies, and Alaska Na tive
communities to advance this world-class district responsibly and collaboratively.” commented Tony
Giardini, President and Chief Executive Officer of Trilogy Metals.
The proposed offer and sale of the securities as described above are being made in a transaction not
involving a public offering and the securities have not been registered under the Securities Act of
1933, as amended, and may not be reoffered or resold in the United States except pursuant to an
effective registration statement or an applicable exemption from the registration requirements. This
press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities,
nor shall there be any sale of these securities in any state or other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or qualification under the securities
laws of any such state or other jurisdiction.
About Trilogy Metals
Trilogy Metals Inc. is a metal exploration and development company holding a 50 percent interest in
Ambler Metals LLC, which has a 100 percent interest in the Upper Kobuk Mineral Projects (“UKMP”)
in northwestern Alaska. On December 19, 2019 , South32, a globally diversified mining and metals
company, exercised its option to form a 50/50 joint venture with Trilogy. The UKMP is located within
the Ambler Mining District which is one of the richest and most-prospective known copper-dominant
districts in the world. It hosts world -class polymetallic volcanogenic massive sulphide ( “VMS”)
deposits that contain copper, zinc, lead, gold and silver, and carbonate replacement deposits which
have been found to host high-grade copper and cobalt mineralization. Exploration efforts have been
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focused on two deposits in the Ambler Mining District – the Arctic VMS deposit and the Bornite
carbonate replacement deposit. Both deposits are located within a land package that spans
approximately 190,929 hectares. Ambler Metals has an agreement with NANA Regional Corporation,
Inc., an Alaska Native Corporation that provides a framework for the exploration and potential
development of the Ambler Mining District in cooperation with local communities. Trilogy’s vision is
to develop the Ambler Mining District into a premier North American copper producer while
protecting and respecting subsistence livelihoods.
Company Contacts
Tony Giardini Elaine Sanders
President & Chief Executive Officer Vice President & Chief Financial Officer
Phone: 604-638-8088
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Cautionary Note Regarding Forward-Looking Statements
This news release includes certain "forward-looking information” and "forward-looking statements”
(collectively "forward-looking statements”) within the meaning of applicable Canadian and United
States securities legislation including the United States Private Securities Litigation Reform Act of
1995. All statements, other than statements of historical fact, included herein, including, without
limitation, statements regarding the proposed transaction and the anticipated terms thereof; the
consummation and timing of the proposed transaction, establishing a framework agreement among
the interested parties, statements regarding future financing and permitting activities and process,
planned activities at the UKMP, perceived merit of the properties and the Ambler Road, are forward-
looking statements. Forward-looking statements are frequently, but not always, identified by words
such as "expects”, "anticipates”, "believes”, "intends”, "estimates”, "potential”, "possible”, and
similar expressions, or statements that events, conditions, or results "will”, "may”, "could”, or
"should” occur or be achieved. Forward-looking statements involve various risks and uncertainties.
There can be no assurance that such statements will prove to be accurate, and actual results and
future events could differ materially from those anticipated in such statements. Important factors
that could cause actual results to differ materially from the Company's expectations include the
uncertainties involving the outcome of pending litigation, success of exploration activities, permitting
timelines, requirements for additional capital, government regulation of mining operations,
environmental risks, prices for energy inputs, labour, materials, supplies and services, uncertainties
involved in the interpretation of drilling results and geological tests, unexpected cost increases and
other risks and uncertainties disclosed in the Company’s Annual Report on Form 10 -K for the year
ended November 30, 2024 filed with Canadian securities regulatory authorities and with the United
States Securities and Exchange Commission and in other Company reports and documents filed
with applicable securities regulatory authorities from time to time. The Company's forward- looking
statements reflect the beliefs, opinions and p rojections on the date the statements are made. The
Company assumes no obligation to update the forward- looking statements or beliefs, opinions,
projections, or other factors, should they change, except as required by law.