Trilogy Metals Announces US$25 Million Bought Deal Offering of Common Shares
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News Release
Trilogy Metals Announces US$25 Million Bought Deal Offering
of Common Shares
April 16, 2018 - Vancouver, British Columbia – Trilogy Metals Inc. (TSX/NYSE
American: TMQ) ("Trilogy Metals" or "the Company") is pleased to announce that it has
entered into an underwriting agreement (the “Underwriting Agreement”) with a syndicate
of underwriters (the “Underwriters”) led by Cantor Fitzgerald Canada Corporation, acting
as sole lead underwriter and book-running manager, and including Cormark Securities Inc.,
BMO Capital Markets and Roth Capital Partners , LLC, under which the Underwriters have
agreed to buy on a bought deal, underwritten basis 21,551,724 common shares (the
“Offered Shares”) of the Company at a price of US$1.16 per Offered Share (the “Offering
Price”) for aggregate gross proceeds of approximately US$25 million (the “Offering”).
Pursuant to the terms of an underwrit ing agreement among the Company and the
Underwriters (the “Underwriting Agreement”), the Company has granted the Underwriters
an option, exercisable at the Offering Price at any time prior to 5:00 p.m. (Toronto time)
on the day that is the 30th day following the closing date of the Offering, to purchase up
to an additional 15% of the base Offered Shares offered in the Offering solely to cover over-
allotments, if any, and for market stabilization purposes. The Offering is expected to close
on or about April 20, 2018, subject to re ceipt of customary TSX and NYSE American
approvals.
The Company intends to use the net proceeds of the Offering (i) to advance the Arctic
Project to feasibility and permitting, (ii) for exploration in the Ambler mining district and
(iii) for general corporate purposes.
The Company intends to file a final prospect us supplement (the “Supplement”) in both
Canada and the United States to its Canadi an short form base shelf prospectus (the
“Canadian Base Prospectus”) dated November 21, 2017 and its U.S. shelf registration
statement on Form S-3 (the “Registration St atement”) that was declared effective on
November 21, 2017. Before investing, you should read the Supplement and the risk factors
set out therein, the Canadian Base Prospectus as well as the Registration Statement and
other documents the Company has filed with th e United States Securities and Exchange
Commission and the Canadian securities regu lators for more complete information about
the Company and the Offering. Copies of the Supplement and the Underwriting Agreement
will be, and the Canadian Base Prospectus an d the Registration Statement are, available
for free by visiting the Company’s profiles on SEDAR at www.sedar.com or EDGAR at
www.sec.gov/edgar.shtml, as applicable. Alternatively, investors may ask the Underwriters
or the Company to send them the Supplemen t, when available, the Canadian Base
Prospectus and/or the base prospectus co ntained in the Regist ration Statement by
contacting Cantor Fitzgerald Canada Corporat ion, attention: Equity Capital Markets, 181
University Avenue, Suite 1500, Toronto, ON, M5H 3M7, email: [email protected] or
Cantor Fitzgerald & Co., Attention: Equity Capital Markets, 499 Park Avenue, 6th Floor, New
York, New York, 10022 or by email at [email protected].
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor
shall there be any sale of Offered Shares in any state, province or other jurisdiction in which
TSX/NYSE American
Symbol: TMQ
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such offer, solicitation or sale would be unlawful, prior to registration or qualification under
the securities laws of any such state, province, or other jurisdiction.
About Trilogy Metals
Trilogy Metals Inc. is a metals exploration company focused on exploring and developing
the Ambler mining district located in northwestern Alaska. It is one of the richest and most-
prospective known copper-dominant districts lo cated in one of the safest geopolitical
jurisdictions in the world. It hosts world- class polymetallic VMS deposits that contain
copper, zinc, lead, gold and silver, and carb onate replacement deposits which have been
found to host high grade copper mineralizati on. Exploration efforts have been focused on
two deposits in the Ambler mining distri ct - the Arctic VMS deposit and the Bornite
carbonate replacement deposit. Both deposi ts are located within the Company's land
package that spans approximately 143,000 hectares. The Company has an agreement with
NANA Regional Corporation, Inc., a Regional Alaska Native Corporation that provides a
framework for the exploration and potential deve lopment of the Ambler mining district in
cooperation with local communities. Our vision is to develop the Ambler mining district into
a premier North American copper producer.
Company Contacts
Rick Van Nieuwenhuyse Elaine Sanders
President & Chief Executive Officer Vice President & Chief Financial Officer
604-638-8088 or 1-855-638-8088
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Cautionary Note Regarding Forward-Looking Statements
This press release includes certain "forward -looking information" and "forward-looking
statements" (collectively "forward-looking stat ements") within the meaning of applicable
Canadian and United States securities legi slation 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 with respect to the expected
closing date of the Offering, statements with respect to approval of the Offering by the TSX
and NYSE American and the use of proceeds from the Offering, 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. These forward-looking statements may include
statements regarding perceived merit of properties; exploration plans and budgets; mineral
reserves and resource estimates; work programs; capital expenditures; timelines; strategic
plans; market prices for precious and base metals; or other statements that are not
statements of fact. Forward-looking statemen ts involve various risks and uncertainties.
There can be no assurance that such statem ents 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 resu lts to differ materially from the Company's
expectations include the uncertainties involv ing success of exploration, development and
mining activities, permitting timelines, requ irements for additional capital, government
regulation of mining operations, environmental risks, unanticipated reclamation expenses;
mineral reserve and resource estimates and the assumptions upon which they are based;
assumptions and discount rates being appropri ately applied to the PFS; our assumptions
with respect to the likelihood and timing of the AMDIAP; capital estimates; prices for energy
inputs, labour, materials, supplies and services the interpretation of drill results, the need
for additional financing to explore and develop properties and availability of financing in the
debt and capital markets; uncertainties involved in the interpretation of drilling results and
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geological tests and the estimation of reserves and resources; the need for cooperation of
government agencies and native groups in the development and operation of properties as
well as the construction of the access road; the need to obtain permits and governmental
approvals; risks of construction and mining projects such as accidents, equipment
breakdowns, bad weather, non-compliance with environmental and permit requirements,
unanticipated variation in geological structures, metal grades or recovery rates; unexpected
cost increases, which could include significant increases in estimated capital and operating
costs; fluctuations in metal prices and currency exchange rates; and other risks and
uncertainties disclosed in the Supplement, the Canadian Base Prospectus and the
documents incorporated therein by refere nce, and in other Company reports and
documents filed with applicable securities re gulatory authorities from time to time. The
Company's forward-looking statements reflect the beliefs, opinions and projections 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.
Cautionary Note to United States Investors
This press release has been prepared in accordance with the requirements of the securities
laws in effect in Canada, which differ from the requirements of U.S. securities laws. Unless
otherwise indicated, all resource and reserve estimates included in this press release have
been prepared in accordance with Canadian National Instrument 43-101 Standards of
Disclosure for Mineral Projects ("NI 43-101" ) and the Canadian Institute of Mining,
Metallurgy and Petroleum (CIM)-CIM Definition Standards on Mineral Resources and Mineral
Reserves, adopted by the CIM Council, as am ended ("CIM Definition Standards"). NI 43-
101 is a rule developed by the Canadian Securities Administrators which establishes
standards for all public disclosure an issuer makes of scientific and technical information
concerning mineral projects. Canadian standard s, including NI 43-101, differ significantly
from the requirements of the United States Securities and Exchange Commission (SEC),
and resource and reserve information contained herein may not be comparable to similar
information disclosed by U.S. companies. In particular, and without limiting the generality
of the foregoing, the term "resource" does not equate to the term "reserves". Under U.S.
standards, mineralization may not be classified as a "reserve" unless the determination has
been made that the mineralization could be economically and legally produced or extracted
at the time the reserve determination is made. The SEC's disclosure standards normally do
not permit the inclusion of information concerning "measured mineral resources", "indicated
mineral resources" or "inferred mineral resour ces" or other descriptions of the amount of
mineralization in mineral deposits that do no t constitute "reserves" by U.S. standards in
documents filed with the SEC. Investors are cautioned not to assume that all or any part of
"measured" or "indicated resources" will ev er be converted into "reserves". Investors
should also understand that "inferred mineral resources" have a great amount of
uncertainty as to their existence and great uncertainty as to their economic and legal
feasibility. Under Canadian rules, estimated "inferred mineral resources" may not form the
basis of feasibility or pre-feas ibility studies except in rare cases. Disclosure of "contained
ounces" in a resource is permitted disclosure under Canadian regulations; however, the
SEC normally only permits issuers to report mineralization that does not constitute
"reserves" by SEC standards as in-place to nnage and grade without reference to unit
measures. The requirements of NI 43-101 for identification of "reserves" are also not the
same as those of the SEC, and reserves report ed by Trilogy Metals in compliance with NI
43-101 may not qualify as "reserves" under SE C standards. Arctic does not have known
reserves, as defined under SEC Industry Guide 7. Accordingly, information concerning
mineral deposits set forth herein may not be comparable with information made public by
companies that report in accordance with U.S. standards.